General Announcement
Reference No RR-020902-51823

Company Name
Stock Name
Date Announced

Subject:Takeover of Projek Usahasama Transit Ringan Automatik Sdn Bhd – In Liquidation (“PUTRA”), a wholly-owned subsidiary of Renong Berhad by Syarikat Prasarana Negara Berhad (“SPNB”), a wholly-owned subsidiary of Minister of Finance appointed by Government of Malaysia as a Qualifying Substitute as defined under the Concession Agreement Dated 7 August 1995 Between PUTRA and The Government (“CA”)

Contents :

1.0 We refer to the announcement dated 21 March 2002 and 26 April 2002 in relation to the winding-up petition against, and the appointment of liquidators for PUTRA. 2.0 PUTRA’s assets and operations are currently in the process of being taken over by SPNB, a qualifying substitute appointed by the Government in accordance to the CA. 3.0 Pursuant to the Chapter 9, Part C, Paragraph 9.03 of the KLSE Listing Requirements, Renong wishes to announce that, as part of the takeover process, PUTRA had on 30 August 2002 entered into a Sale and Purchase Agreement ("SPA") with SPNB for the sale of all PUTRA’s assets including but not limited to, amongst others, all moveable and immoveable properties, undertakings, revenues, entitlements, choses-in-action and other properties and rights which are beneficially owned by PUTRA in relation to the Light Rail Transit System Two (“PUTRA Assets”). The SPA is also for the assignment and transfer all PUTRA’s rights, title, interests, benefits and entitlements in, to and under the CA to SPNB (“Assignment”).

4.0 The takeover of PUTRA Assets and the Assignment pursuant to the SPA will take effect from 6.00 a.m., 1 September 2002, being the completion date of the SPA (“Completion Date”).

5.0 The consideration for the sale by PUTRA of the PUTRA’s Assets and the Assignment of the CA to SPNB (“Purchase Consideration”) shall be calculated on the basis of valuation set out in the CA as follows: a) RM5,246,070,539 equivalent to the Project Cost (as defined in the CA) as at 31 March 2002 (“Purchase Consideration 1”);

b) The Project Cost from 1 April 2002 until the Completion Date (“Purchase Consideration 2”);and
6.0 The Purchase Consideration 1 shall be satisfied by setting off the indebtedness owing by PUTRA to SPNB as at the Completion Date and, the balance thereof (if any) shall be settled for cash within fourteen (14) days from the Completion Date. 7.0 Meanwhile, Purchase Consideration 2 and 3 shall be determined and verified within sixty (60) days from the Completion Date and shall be settled for cash within fourteen (14) days thereof.

8.0 The SPA is not conditional upon or subject to any approvals. 9.0 As announced earlier, Renong had accounted its investment in PUTRA on a break-up basis and had written down its investment in PUTRA from RM1,609 billion in PUTRA to the estimated net residual realisable value of RM577 million. This RM577 million is based on, amongst others, PUTRA's estimated project costs and liabilities as at 30 June 2002 on the assumption that the takeover process will be completed by that date. Following the above, we wish to inform the Exchange that, pending agreement by the parties on the amount of indebtedness and the Purchase Consideration 2 and 3, we are not able, at this juncture, to assess any variation to the estimated net residual realizable value.

cc. Securities Commission
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