Announcement
February 13, 2007

Updated : 13/02/2007

Proposed acquisition of all the assets and liabilities of RBH for a total purchase consideration of RM1,564,641,207 to be satisfied entirely by the issuance of redeemable unsecured loan stocks ("RULS") of IJM Corporation Berhad ("IJM" or "the Company") having a total redemption value equivalent to the purchase consideration ("Proposed Acquisition"); and

Proposed conditional take-over offer by IJM for all the ordinary shares of RM1.00 each of RBH ("RBH Shares") at the offer price of RM3.00 per share to be satisfied by the issuance of up to 273,293,885 new ordinary shares of RM1.00 each of IJM ("IJM Shares") on the basis of one (1) new IJM Share at the issue price of RM6.00 for every two (2) existing RBH Shares held ("Proposed Offer").

(Collectively referred to as "Proposals")
 

Reference is made to the above and the Company’s announcements in relation thereto, the latest which was on 2 February 2007. 

Aseambankers Malaysia Berhad ("Aseambankers") on behalf of IJM, is pleased to announce that the Securities Commission (“SC”) has vide its letter dated 9 February 2007 (which was received on 13 February 2007) approved the Proposals. 

The Proposals have also been approved by the SC under the Guidelines on Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests.  

The approval of the SC for the Proposals is subject to, amongst others, the following conditions:-

(i)

Aseambankers/IJM is to inform the SC upon completion of the proposed acquisition of the shares in RBH pursuant to the Proposed Offer;

(ii)

Aseambankers/IJM is to submit a list of acceptances by the category of shareholders together with IJM and RBH's new effective equity structures upon completion of the Proposed Offer, taking into account the acceptances and the existing Bumiputera equity before the proposed acquisition of the shares in RBH pursuant to the Proposed Offer, upon which further equity conditions may be imposed;

(iii)

IJM is to comply with the equity condition imposed earlier by SC vide its letter dated 27 January 2005 (i.e. to increase its Bumiputera equity by 2.49% of the enlarged issued and paid-up share capital within 2 years from the date of the implementation of the proposed rights issue of warrants and proposed issuance of warrants) by 23 August 2007. In this respect, IJM is to submit its action plan as to how it intends to comply with the said equity condition at least 6 months before the compliance deadline;

(iv)

Aseambankers and IJM is to obtain prior approval from SC should there be any changes to the terms and conditions of the RULS;

(v)

IJM shall obtain all necessary approvals from all relevant parties in relation to the proposed RULS and Aseambankers is to submit a written confirmation on the same to the SC prior to the issue date of the RULS;

(vi)

Aseambankers/IJM to inform the SC upon completion of the Proposals; and

(vii)

Aseambankers/IJM to comply with the other relevant requirements of the Policies and Guidelines on Issue/Offer of Securities in relation to Proposals.

The SC had also, vide its letter dated 9 February 2007 (which was received on 13 February 2007), stated that it has no objection to the proposed mandatory offer on the remaining shares in RB Land Holdings Berhad ("RB Land") not already held by IJM, representing 30.04% of the equity interest in RB Land subject to the following conditions:-

   
(i) Aseambankers/IJM is to inform the SC immediately upon the completion of the proposed acquisition of the remaining voting shares in RB Land;
   
(ii)

Aseambankers/IJM to disclose the list of acceptances for each category of shareholders (Bumiputera, non-Bumiputera and foreign) and the effective equity structure of RB Land before and after the said proposed mandatory offer. Equity conditions may be imposed on RB Land following the examination of the said list of acceptances; and

   
(iii)

IJM to comply with the equity conditions imposed vide the SC's letter dated 27 January 2005, which is to increase its Bumiputera equity by 2.49% of the enlarged issued and paid-up capital within 2 years from the date of implementation of the proposed rights issue of warrants and the proposed issuance of warrants, latest by 23 August 2007. In this respect, IJM is to submit its action plan to comply with the said condition at least 6 months before the compliance deadline.

 
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