Type : Announcement
Subject : DAMANSARA REALTY BERHAD ("DBHD" OR "COMPANY")



Contents : PROPOSALS



Attachments : Announcement - Proposals.doc


Announcement Details :

This announcement is dated 22 April 2008.

On behalf of the Board of Directors of DBhd ("Board"), AmInvestment Bank Berhad ("AmInvestment Bank") (a member of the AmInvestment Bank Group) wishes to announce that the Company proposes to undertake the following proposals:-

(a) Proposed reduction of the existing issued and paid-up capital of the Company involving the cancellation of RM0.84 of the par value of each of the 781,689,857 ordinary shares of RM1.00 each pursuant to Section 64 of the Companies Act, 1965 ("Act") ("Proposed Capital Reduction");

(b) Proposed consolidation of the entire issued and paid-up share capital of 781,689,857 ordinary shares of RM0.16 each via the consolidation of 500 ordinary shares of RM0.16 each into 160 ordinary shares of RM0.50 each in DBhd ("DBhd Shares") ("Proposed Share Consolidation");

(C) Proposed renounceable rights issue of up to 125,070,377 new DBhd Shares ("Rights Shares") on the basis of one (1) Rights Share for every two (2) existing DBhd Shares held after the completion of the Proposed Capital Reduction and Proposed Share Consolidation ("Proposed Rights Issue");

(d) Proposed acquisitions of the following assets from Johor Corporation ("JCorp") group of companies (collectively "Proposed Acquisitions"):-

(i) A 415-acre piece of industrial leasehold land held under Title No. HS(D) 331202, PTD 2859, Mukim Sungai Tiram, Daerah Johor Bahru, Johor Darul Takzim ("Tg Langsat Land") for a consideration of RM178.0 million to be satisfied by the issuance to Johor City Development Sdn Bhd ("JCD"), a wholly-owned subsidiary of JCorp, of RM178,000,000 nominal value of redeemable convertible unsecured loan stocks ("RCULS") at 100% of their nominal value of RM1.00 each, to be split into two (2) tranches comprising RM89,000,000 nominal value of 5-year 1%-2% RCULS ("RCULS A") and RM89,000,000 nominal value of 7-year 1%-2% RCULS ("RCULS B") ("Proposed Tg Langsat Acquisition");

(ii) 100% of the equity interest in TPM Technopark Sdn Bhd ("TPM") comprising 20,048,000 ordinary shares of RM1.00 each ("Shares") for a consideration of RM41.3 million to be satisfied by the issuance and allotment to JCorp of 82,600,000 new DBhd Shares at an issue price of RM0.50 per DBhd Share ("Proposed TPM Acquisition");

(iii) 53.2% of the equity interest in TMR Urusharta (M) Sdn Bhd ("TMR") comprising 1,862,000 Shares for a consideration of RM4.0 million to be satisfied by the issuance and allotment to Damansara Assets Sdn Bhd ("DASB"), a wholly-owned subsidiary of JCorp, of 8,000,000 new DBhd Shares at an issue price of RM0.50 per DBhd Share ("Proposed TMR Acquisition");

(e) Proposed issuance and allotment of 52,320,000 new DBhd Shares at an issue price of RM0.50 per DBhd Share to JCorp as part settlement of the debt owing by Damansara Realty (Johor) Sdn Bhd ("DRJ"), a wholly-owned subsidiary of DBhd, to JCD, a wholly-owned subsidiary of JCorp of RM60.0 million as at 31 December 2007 ("Proposed Share Issue ");

(f) Proposed issuance of RM120,000,000 nominal value of RCULS at 100% of their nominal value of RM1.00 each to JCorp, to be split into two (2) tranches comprising RM60,000,000 nominal value of 3-year 0% RCULS ("RCULS C") and RM60,000,000 nominal value of 4-year 0% RCULS ("RCULS D") as full settlement of the amount payable by DRJ to JCD on or before 31 December 2008 and 31 December 2009, of RM60.0 million respectively ("Proposed RCULS Issue");

(RCULS A, RCULS B, RCULS C and RCULS D shall be collectively referred to as "RCULS")

(g) Proposed exemption to JCorp and parties acting in concert with it ("PAC") from the obligation to undertake a mandatory general offer for the remaining securities of DBhd which are not held by to JCorp and PAC upon the completion of the Proposed Restructuring Scheme ("Proposed GO Exemption"); and

(h) Proposed disposal by DBhd of 99.99% of the equity interest in Tanjung Tuan Hotel Sdn Bhd ("TTH") comprising 36,000,000 Shares to Kumpulan Penambang (Johor) Sdn Bhd ("Kumpulan Penambang") for a cash consideration of RM37.6 million ("Proposed Disposal")
The Proposed Capital Reduction, Proposed Share Consolidation, Proposed Rights Issue, Proposed Acquisitions, Proposed Share Issue, Proposed RCULS Issue and Proposed GO Exemption shall be collectively referred to as "Proposed Restructuring Scheme". The Proposed Disposal is a stand-alone proposal and is not conditional upon the Proposed Restructuring Scheme. The Proposed Restructuring Scheme and the Proposed Disposal shall be collectively referred to as the "Proposals".

Further details on the Proposals are set out in the attachment below.