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Joint Venture Agreement (“JVA”) between Dato’ Abdul Rahman Bin Abdullah (“ARA”) and Integated Heights Sdn Bhd (“IHSB”) and Mudajaya Corporation Berhad (“MJC”), a wholly-owned Subsidiary of Mudajaya Group Berhad (“Mudajaya” or the “Company”)

MUDAJAYA GROUP BERHAD

Type

Announcement
SubjectJoint Venture Agreement (“JVA”) between Dato’ Abdul Rahman Bin Abdullah (“ARA”) and Integated Heights Sdn Bhd (“IHSB”) and Mudajaya Corporation Berhad (“MJC”), a wholly-owned Subsidiary of Mudajaya Group Berhad (“Mudajaya” or the “Company”)

Contents :

1. INTRODUCTION

      The Board of Directors of Mudajaya is pleased to announce that MJC, a wholly-owned subsidiary company of Mudajaya has on 21 February 2005 entered into a Joint Venture Agreement with ARA and IHSB to develop and construct on three (3) parcels of adjoining land in mukim of Kuala Lumpur (“the Land”) consisting of eight (8) units of strata titled bungalows and two (2) units of duplex penthouses with a common clubhouse containing facilities together with associated external infrastructure and landscaping works (“Proposed Development”). The Gross Development Value of the Proposed Development is approximately RM24 million.

2. DETAILS OF THE JOINT VENTURE
    2.1 The Land
            The three (3) adjoining parcels of land measuring approximately 6,189 square meters in total held described as follows are all located in the mukim Kuala Lumpur, Daerah Kuala Lumpur, Wilayah Persekuatuan Kuala Lumpur:

            (i) Geran 28558 Lot 9109 Mukim Kuala Lumpur consisting of an area approximately 1,878.5 square meters (herein referred as “Parcel A”);

            (ii) No. Hakmilik 21366 Lot 13983 consisting of an area approximately, 2,286.9 square meters (herein referred as “Parcel B”); and
            (iii) H.S. (D) 79151 PT 21 consisting of an area approximately 2,024 square meters (herein referred as “Parcel C”).

            Parcel A is a freehold land whilst Parcel B and Parcel C are leasehold. ARA is the beneficial and registered owner of the Land and IHSB is the developer of the Proposed Development.

    2.2 Salient Terms of the Joint Venture Agreements
            (i) ARA hereby agrees to provide and deliver the said Land free from all liabilities and encumbrances for the Proposed Development to MJC;

            (ii) ARA and IHSB have agreed to execute and/or cause to be executed valid and registrable Powers of Attorney in favour of MJC to enable MJC to execute its obligations in the development, construction and completion of the Proposed Development and to execute its subsequent obligations after the completion of the Proposed Development;
            (ii) In consideration of ARA and IHSB providing the said Land for the Proposed Development, MJC shall pay ARA only in-kind in the form of completed property of the project; and
    (iii) MJC shall be entitled to dispose of the remaining units of this Proposed Development.

      3. BRIEF INFORMATION OF MJC
          MJC was incorporated in Malaysia under Section 15(1) of the Companies Ordinances, 1940 to 1946 on December 1965 as a private limited company under the name of Chye Hin Construction Company Limited. It changed its name to Chye Hin Construction Company Sdn Bhd on 15 April 1966. On 19 August 1972, its name was further changed to Mudajaya Construction Sdn Bhd and subsequently on 19 May 1997, to Mudajaya Corporation Sdn Bhd. On 10 June 1997, it was converted into a public limited company and adopted its present name. MJC commenced its operations in 1965.

          MJC is principally engaged in the civil engineering and building construction. MJC is registered as a Class “A” contractor with Pusat Khidmat Kontraktor, Kementerian Pembangunan Usahawan since 1993. In addition, MJC is also an approved contractor under Grade G7 category with the CIDB.


      4. BRIEF INFORMTION OF IHSB
          IHSB was incorporated on 6 June 1991 as a private company limited by shares. The authorized and paid-up share capital of IHSB is RM25,000 comprising 25,000 ordinary shares of RM1.00 each. ARA is the 99.9% shareholders of IHSB.

      5. SOURCE OF FINANCING
          In the event that additional funding is required for the Proposed Development, it shall be raised through internal generated fund and/or borrowing facilities with financial institution(s) and/or bank(s) located in Malaysia under commercially competitive terms and conditions.

      6. RATIONALE OF THE JVA
          The JVA will enable the Mudajaya Group to acquire new property development project and also to generate future revenue for the Company.

      7. FINANICAL EFFECTS OF THE JVA

        The effects of the JVA are as follows:
      7.1 Net profits and earnings per share
              The JVA is not expected to have any material effect on the net profits and earnings per share of the Mudajaya Group for the financial year ending 31 December 2005. However, the JV is expected to contribute positively to the future earnings of the Mudajaya Group.
      7.2 Net tangible assets per share
              The JVA will have no effect on the consolidated NTA of Mudajaya.
      7.3 Share Capital
              The JVA will have no effect on the issued and paid-up share capital of the Company.
      7.4 Substantial shareholders’ shareholding
              The JVA will have no effect on the shareholding structure of Mudajaya.

      8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST
          None of the Directors and/or substantial shareholders of the Company or persons connected to them have any interest, direct or indirect, in the JVA.

      9. DIRECTORS’ RECOMMENDATION
          Having considered all aspects of the JVA, the Board of Directors of Mudajaya is of the opinion that the JVA is in the best interest of the Group.

      This announcement is dated 21 February 2005.


      Announcement Info

      Company NameMUDAJAYA GROUP BERHAD  
      Stock Name MUDAJYA    
      Date Announced21 Feb 2005  
      CategoryGeneral Announcement
      Reference NoMG-050221-38433



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