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Bursa Announcement
Type: Announcement
Subject: Proposed Acquisition of 11 pieces of land in Bukit Damansara, Kuala Lumpur

Company Name: METACORP BERHAD
Stock Name: METACOR
Date Announced: 18/09/2007

Contents

1. Introduction
Metacorp Berhad ("Metacorp") wishes to announce that its wholly owned subsidiary, Wonderful Haven Sdn Bhd ("Wonderful Haven"), had on 18 September 2007 entered into Sale and Purchase Agreements ("Agreements") with the vendors listed in paragraph 2.1 below ("Vendors" or "Vendor") to acquire 11 pieces of contiguous land with an aggregate land area of approximately 24,536 square meters ("Properties" or "Property") for an aggregate purchase consideration of RM66,025,762.50 only ("Purchase Consideration") upon the terms and conditions as stipulated in the Agreements ("Proposed Acquisition").

2. Details of the Proposed Acquisition
2.1 Description of the properties
The Properties consist of 11 pieces of vacant freehold lands located in a residential area in the Mukim of Kuala Lumpur, District of Kuala Lumpur, Wilayah Persekutuan or more particularly known as Bukit Damansara.

The detailed descriptions of the Properties are as follows:-
No. Geran No. Lot No. Vendors / Owners Size
(square meters)
Size
(square feet)
Purchase Consideration
(RM)
1 43938 52293 Rizaimaju Sdn Bhd 1,671 17,986.48 12,599,145
43939 52294 3,011 32,410.10
2 43940 52295 Improdex Sdn Bhd 1,425 15,338.56 11,259,040
43941 52296 1,266 13,627.10
43942 52297 1,493 16,070.50
3 43944 52303 Novel Point Sdn Bhd 2,361 25,413.57 11,022,235
43945 52304 1,735 18,675.37
4 43946 52305 Pelantar Asia (M) Sdn Bhd 1,839 19,794.81 12,074,405
43947 52306 2,648 28,502.81
5 43948 52307 Koh Kim Teck 3,073 33,077.46 8,269,365
6 43949 52308 Koh Kim Teck 4,014 43,206.29 10,801,572.50
TOTAL 24,536 264,103.05 66,025,762.50
Note: For the purpose of calculation of Purchase Consideration, it has been agreed that 1 square meter shall be deemed equivalent to 10.7639 square feet.

Based on the land searches conducted by Wonderful Haven's solicitors, the Properties are currently free from encumbrances.

2.2 The Vendors
The Vendors in respect of the Properties listed in items 1 to 4 of the table in paragraph 2.1 above are private limited companies incorporated in and under the laws of Malaysia which are the beneficial owners of the respective Properties.

The Vendor in respect of the Properties listed in items 5 and 6 of the table is an individual who is a citizen of Malaysia. He is the beneficial owner of the Property listed in item 5 and the registered owner of the Property listed in item 6 of the table.

2.3 Basis of the Purchase Consideration
The aggregate Purchase Consideration which was calculated at RM250.00 per square foot was arrived at on a willing-buyer willing-seller basis. There was no valuation carried out in respect of the Properties.

2.4 Satisfaction of Purchase Consideration and Source of Funding
The Purchase Consideration shall be satisfied by cash and will be funded by internally generated funds.

2.5 Salient Terms of Agreements
The salient terms of the Agreements, are, inter alia, as follows:-

2.5.1 Wonderful Haven shall purchase the Properties from the respective Vendors on an 'as is where is' basis but free from encumbrances at the respective Purchase Consideration stipulated in paragraph 2.1 above subject to the terms and conditions of the Agreements.

2.5.2 The Purchase Consideration shall be paid by Wonderful Haven in the following manner:-

(i) 10% of the Purchase Consideration upon signing of the Agreements;
(ii) 90% balance of the Purchase Consideration ("Balance Sum") to the Vendors' solicitors as stakeholders within 3 months from the date of the Agreements ("Completion Period"). If Wonderful Haven shall be unable to pay the Balance Sum within the Completion Period, the Vendors shall grant an automatic extension of 1 month or such longer period as the parties may agree in writing to settle the Balance Sum subject to interest charged at the rate of 10 % per annum.

2.5.3 The Vendor shall deliver the vacant possession of the Properties to Wonderful Haven upon release of the Balance Sum to the Vendor within 14 days from the date of presentation of memorandum of transfer and all other relevant documents at the relevant land office.

2.5.4 The parties' obligation to complete the sale and purchase of each Property shall be inter-conditional upon simultaneous completion of all the Agreements.

3. Rationale of the Proposed Acquisition
The Proposed Acquisition is in line with Metacorp Group's long term objective to increase its land bank and to further enhance the Group's presence as an important player in property sector in the Klang Valley.

4. Liabilities to be Assumed
There is no liability including contingent liability or guarantee to be assumed by Metacorp arising from the Proposed Acquisition.

5. Approval
The Proposed Acquisition is not subject to the approval of shareholders of Metacorp or any other relevant authority.

6. Effect of the Proposed Acquisition
6.1 The Proposed Acquisition will not have any effect on the share capital and the substantial shareholders' shareholding of Metacorp.

6.2 The Proposed Acquisition is not expected to have any material effect on the net assets of Metacorp for the financial year ending 2008.

6.3 The Proposed Acquisition is expected to enhance the future earnings of Metacorp upon future development of the Properties.

6.4 The Proposed Acquisition is not expected to have any impact on the gearing of Metacorp as it is to be satisfied entirely by cash.

7. Prospect and Risk
The Proposed Acquisition has the prospect for future development of the Properties as they are situated in Bukit Damansara, a prime residential area, easily accessible via a good network of roads and highways from Kuala Lumpur city centre, Petaling Jaya and other parts of the Klang Valley.

The Proposed Acquisition is subject to general risks such as changes in government policies, economic conditions and economic developments in Malaysia.

8. Expected Completion Date
The Proposed Acquisition is expected to be completed in December 2007.

9. Statement by Directors
Having considered all aspect of the Proposed Acquisition, the Board of Directors of Metacorp are of the opinion that the transaction is fair and reasonable and is in the best interest of the Company. The transaction has not departed from the Securities Commission's Policies and Guidelines on Issue/Offer of Securities.

10. Directors' and Major Shareholder Interest
None of the Directors or Major Shareholders of the Metacorp or persons connected to them has any direct or indirect interest in the transaction.

11. Documents for Inspection
The Agreements is available for inspection at the Registered Office of Metacorp during normal office hours from Mondays to Fridays (except public holidays) for a period of 14 days from the date of this announcement.

This announcement is dated 18 September 2007.

Please visit Bursa Malaysia web site for detailed information.
http://announcements.bursamalaysia.com

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