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PROPOSED ACQUISITION OF 51% SHARES IN CONTRAVES ADVANCED DEVICES SDN BHD (”CAD”) BY BHIC DEFENCE TECHNOLOGIES SDN BHD (”BHIC-DT” OR “Purchaser”), A WHOLLY-OWNED SUBSIDIARY OF BHIC (”Proposed Acquisition”) (Amended Announcement)

Further to the announcement dated 7 June 2010, we set out below the additional information requested for public release:

No. Information Requested Our Response
1 The quantification of the Net Tangible Assets of Contraves Advanced Devices Sdn Bhd (”CAD”). as at 30 June 2010 and whether it is based on the audited accounts of CAD. The Net Tangible Assets of CAD will be based on the balance sheet of CAD as at 30 June 2010 and a profit and loss account of the CAD for the period ended 30 June 2010.

As at this date, we are not in the position to quantify the value of the net tangible assets of CAD as at 30 June 2010. Based on the management’s estimate, the net tangible assets as at 30 June 2010 is estimated to be about RM42, 990 million.

2 Whether the Vendor’s Turnover Commitment is for the purchase by Rheinmetall Air Defence AG Group from CAD. Vendor’s Turnover Commitment is defined as the commitment from Rheinmetall Air Defence AG that it shall procure from its group of companies turnover worth Euro Twenty Million (EUR20,000,000.00) to CAD over a period of five (5) years commencing from 1 January 2011.
3 Whether the Net Assets and Profit Before Tax of CAD for the financial years 2007 to 2009 are based on the audited accounts of CAD. We confirm that the Net Assets and Profit Before Tax of CAD for the financial years 2007 to 2009 are based on the audited accounts of CAD.
4 Whether the proposed acquisition is subject to the Company’s shareholders’ approval and other relevant government authorities. As per stated in our announcement under Section 3.5, the proposed acquisition is subject to the following conditions precedent:

1.the Purchaser shall obtain the following:

a) approval of the board of directors of the Purchaser;

b) the approval of the shareholders of the Purchaser (if required); and

c) approval(s) of any other relevant authority(ies) which may be necessary for the completion of the purchase of the Sale Shares by the Purchaser (if required);

and

2. the Vendor shall obtain the following:

a) approval of the board of directors of the Vendor;

b) the approval of the shareholders of the Vendor (if required); and

c) the approval(s) of any other relevant authority(ies) which may be necessary for the completion of the sale of the Sale Shares by the Vendor (if required).

Approval period is defined as the period starting from the date of the Share Sale Agreement and ending on 30 June 2010, or such additional required time extension, or to which both Parties may agree in writing.

5 The prospects of CAD The prospects of CAD is positive given the following factors:

  • Existing business

The Company will focus on its existing customers as well as securing new customers for the commercial electronics businesses. Being a niche company, CAD specialises in fabrication of circuit boards, cable trees and electronic submodules customised for the automotive, plant engineering, IT and defence technology sectors.

  • Defence electronics

CAD will benefit from Rheinmetall Defence’s expertise in weapon munitions and defence systems and BHIC’s know-how in naval technology in pursuit to supply the region’s armed forces with advanced capabilities

  • Defence Business

The collaboration between BHIC and Rheinmetall will set out the framework of the strategic alliance to serve new markets as well as enable a technology transfer that will substantially benefit CAD and the Malaysian defence and electronics sectors. This could also open additional opportunities for exports.




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