CP ROPOSED DEBT SETTLEMENT

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					WOO HING BROTHERS (MALAYA) BERHAD (SPECIAL ADMINISTRATORS APPOINTED)
(“WHB” OR THE “COMPANY”)

WORKOUT PROPOSAL IN ACCORDANCE WITH SECTION 44 OF THE PENGURUSAN
DANAHARTA NASIONAL BERHAD ACT 1998, AS AMENDED BY PENGURUSAN DANAHARTA
NASIONAL BERHAD (AMENDMENT) ACT 2000 (“DANAHARTA ACT”), WHICH ENCOMPASSES
THE FOLLOWING:

(A)   KAMDAR PROPOSALS, WHICH COMPRISE THE FOLLOWING:

      (I)      PROPOSED ACQUISITION OF REVENUE-BASED COMPANIES;

      (II)     PROPOSED ACQUISITION OF ASSET-BASED COMPANIES;

      (III)    PROPOSED SHARE SWAP;

      (IV)     PROPOSED RESTRICTED RENOUNCEABLE OFFER FOR SALE (“ROS”)
               PACKAGE A;

      (V)      PROPOSED ROS PACKAGE B;

      (VI)     PROPOSED CASH AND SECURITIES TRANSFERS;

      (VII)    PROPOSED PLACEMENT BY THE VENDORS;

      (VIII)   PROPOSED PUT OPTION GRANTED BY THE VENDORS TO THE CREDITORS
               OF WHB;

      (IX)     PROPOSED TRANSFER OF THE LISTING STATUS OF WHB ON THE SECOND
               BOARD OF THE KUALA LUMPUR STOCK EXCHANGE (“KLSE”) TO POSITIVE
               NOBLE SDN. BHD. (“PNSB”);

      (X)      PROPOSED TRANSFER OF THE LISTING STATUS OF PNSB FROM THE
               SECOND BOARD OF THE KLSE TO THE MAIN BOARD OF THE KLSE;

      (XI)     PROPOSED DISPOSAL OF WHB;

(B)   PROPOSED SALE OF WATCH BUSINESS AND PROPERTIES;

(C)   PROPOSED DEBT SETTLEMENT; AND

(D)   PROPOSED LIQUIDATION OF WHB AND ITS SUBSIDIARIES


1.    INTRODUCTION

      Heng Ji Keng and Bradley Dean Norman were appointed by Pengurusan Danaharta Nasional Berhad
      (“Danaharta”) as Special Administrators of WHB (“Special Administrators”) on 2 March 2000 and 10
      October 2001 respectively pursuant to section 24 of the Danaharta Act.

      During the expression of interest exercise conducted for the Company in January/February 2002, the
      Special Administrators received several proposals for WHB’s listing status and certain properties. The
      Special Administrators evaluated these proposals and accepted the combination of proposals that would
      result in the highest return to the creditors of WHB.




                                                    1
In accordance with Section 44 of the Danaharta Act, the Special Administrators prepared a debt and
corporate restructuring proposal (“Workout Proposal”) comprising the following:

(i)      Kamdar Proposals;

(ii)     Proposed Sale of Watch Business and Properties;

(iii)    Proposed Debt Settlement; and

(iv)     Proposed Liquidation of WHB and Its Subsidiaries.

The Workout Proposal sets out the Special Administrators’ plan for WHB and its subsidiaries with the
view of maximising the rate of recovery to WHB’s creditors as compared to a liquidation scenario.
The Workout Proposal was approved by Danaharta and the secured creditors of WHB (“Secured
Creditors”) on 23 August 2002 and 28 August 2002, respectively, pursuant to Section 45 and 46 of the
Danaharta Act.

The Special Administrators have appointed Commerce International Merchant Bankers Berhad
(“CIMB”) as the adviser for the Kamdar Proposals and the adviser to procure approvals from the
relevant authorities for the Proposed Sale of Watch Business and Properties. In relation thereto, CIMB,
on behalf of WHB, is pleased to announce the details of the Workout Proposal, as set out below.



2A       KAMDAR PROPOSALS

         On 9 May 2002, the Special Administrators announced, on behalf of WHB, that an agreement
         was entered into between WHB and Harsukhlal A/L Maganlal Kamdar, Rajnikant A/L B.M.
         Kamdar and Bipinchandra A/L Balvantrai to implement a set of proposals for the purpose of
         transferring the listing status of WHB to a newly incorporated company which will be used to
         acquire Kamdar Sdn. Bhd. (“Kamdar”) together with its related companies (“Principal
         Agreement”).

         On 6 August 2002, the Special Administrators announced, on behalf of WHB, that a
         supplemental agreement was entered into between WHB, Harsukhlal A/L Maganlal Kamdar,
         Rajnikant A/L B.M. Kamdar and Bipinchandra A/L Balvantrai to revise certain terms and
         conditions of the Principal Agreement (“Supplemental Agreement”).

         On 28 August 2002, PNSB entered into eight (8) share sale agreements with the respective
         Revenue-Based Vendors and Asset-Based Vendors (as defined in 2A(i) and (ii) below) to
         undertake the Kamdar Proposals (“Share Sale Agreements”).

         The Kamdar Proposals comprises the following:

         (i)     the proposed acquisition by PNSB (a newly incorporated company) of the entire
                 equity interest in Kamdar, Pusat Membeli-Belah Kamdar Sdn. Bhd. (“PMBK”),
                 Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd. (“PMBK Penang”), Kamdar
                 South Sdn. Bhd. (“KSouth”) and Kesar Sdn. Bhd. (“Kesar”) (collectively known as
                 the “Revenue-Based Companies”) from the existing shareholders of these companies
                 (“Revenue-Based Vendors”) for a total consideration of RM196,430,000 to be settled
                 by the issuance of 124,430,000 new ordinary shares of RM1.00 each in PNSB
                 (“PNSB Shares”) to be issued at par and RM72,000,000 nominal value 5-year 3%
                 irredeemable convertible unsecured loan stocks (“PNSB ICULS”) (“Proposed
                 Acquisition of Revenue-Based Companies”);




                                              2
(ii)     the proposed acquisition by PNSB of the entire equity interest in Kamdar Stores Sdn.
         Bhd. (“KStores”), Kamdar Holdings Sdn. Bhd. (“KH”) and Mint Saga (M) Sdn. Bhd.
         (“MS”) (collectively known as the “Asset-Based Companies”) from the existing
         shareholders of these companies (“Asset-Based Vendors”) for a total consideration of
         RM60,000,000 to be settled by the issuance of RM60,000,000 nominal value 5-year
         4% bonds (“PNSB Bonds” or “Bonds“) at 100% of the nominal value of the Bonds
         together with 50,000,000 detachable warrants (“PNSB Warrants” or “Warrants”)
         (“Proposed Acquisition of Asset-Based Companies”);

(Hereafter, the Revenue-Based Companies and the Asset-Based Companies shall be
collectively referred to as the “Strategic Assets” or the “Kamdar Group” and the Proposed
Acquisition of Revenue-Based Companies and the Proposed Acquisition of Asset-Based
Companies shall be collectively referred to as the “Proposed Acquisitions”).

(iii)    Proposed share swap of 15,600,000 ordinary shares of RM1.00 each (“WHB
         Shares”) representing 100% equity interest in WHB with 1,560,000 new PNSB
         Shares on the basis of one (1) new PNSB Share for ten (10) existing WHB Shares
         held (“Proposed Share Swap”);

(iv)     Proposed restricted renounceable offer for sale (“ROS”) of PNSB Shares by the
         Revenue-Based Vendors and Asset-Based Vendors (collectively known as the
         “Vendors”) to the existing shareholders of WHB on the basis of four (4) PNSB
         Shares at an offer price of RM1.00 per PNSB Share for every one (1) existing PNSB
         Share held after the Proposed Share Swap (“ROS Package ‘A’”);

(v)      Proposed ROS of PNSB ICULS and PNSB Warrants by the Vendors to the existing
         shareholders of WHB on the basis of five (5) PNSB ICULS and five (5) PNSB
         Warrants at an offer price of RM1.00 per ICULS and Warrant collectively, for every
         one (1) existing PNSB Share held after the Proposed Share Swap (“ROS Package
         ‘B’”);

(vi)     Proposed cash and securities transfers by the Vendors to the Special Administrators
         involving a cash payment of RM10,000,000, the transfer of 12,200,000 PNSB Shares
         and 10,200,000 PNSB ICULS (“Proposed Cash and Securities Transfers”);

(vii)    Proposed placement by the Vendors of 22,200,000 PNSB Shares and 10,000,000
         PNSB Warrants (“Proposed Placement”);

(viii)   Proposed put option in respect of PNSB ICULS granted by the Vendors to the
         creditors of WHB (“Proposed Put Option”);

(ix)     Proposed transfer of the listing status of WHB on the Second Board of the Kuala
         Lumpur Stock Exchange (“KLSE”) to PNSB (“Proposed Transfer of Listing Status”);

(x)      Proposed transfer of the listing status of PNSB from the Second Board of the KLSE
         to the Main Board of the KLSE (“Proposed Transfer to the Main Board”); and

(xi)     Proposed disposal of 15,600,000 WHB Shares representing 100% equity interest in
         WHB by PNSB to the Special Administrators (or a special purpose vehicle
         nominated by the Special Administrators) for a total cash consideration of RM1.00
         (“Proposed Disposal”).




                                     3
2A.1.1 Proposed Acquisition of Revenue-Based Companies

       The Proposed Acquisition of Revenue-Based Companies comprises the following:

       (i)     Proposed Acquisition of Kamdar

               The proposed acquisition by PNSB of the entire issued and paid-up share capital of
               Kamdar comprising 8,800,000 ordinary shares of RM1.00 each for a purchase
               consideration of RM120,348,800 to be satisfied by the issuance at par value of
               76,235,812 new PNSB Shares credited as fully paid-up and RM44,112,988 nominal
               value PNSB ICULS. The Vendors of Kamdar are Harsukhlal A/L Maganlal
               Kamdar, Lalita I/K Harsukhlal, Kishorchandra A/L Maganlal, Ansuya A/P Shantilal
               Rupani, Sharadkumar A/L Kishorchandra, Kamal Kumar Kishorchandra Kamdar,
               Pragna A/P K.M. Kamdar, Sonal Domadia, Rajnikant A/L B.M. Kamdar, Paresh R
               Kamdar, Jayesh R Kamdar A/L Rajnikant, Hamendra A/L B.M. Kamdar,
               Bipinchandra A/L Balvantrai, Khew Siew Keow and Yashesh Chandrakant Patel.

               The purchase consideration for the proposed acquisition of Kamdar was arrived at
               based on willing-buyer willing-seller basis taking into consideration. Kamdar’s
               forecast profit after taxation (“PAT”) for its financial year ending 31 December
               2003.

       (ii)    Proposed Acquisition of PMBK

               The proposed acquisition by PNSB of the entire issued and paid-up share capital of
               PMBK comprising 4,550,000 ordinary shares of RM1.00 each for a purchase
               consideration of RM30,049,397 to be satisfied by the issuance at par value of
               19,035,007 new PNSB Shares credited as fully paid-up at par and RM11,014,390
               nominal value PNSB ICULS. The Vendors of PMBK are Harsukhlal a/ Maganlal
               Kamdar, Kishorchandra A/L Maganlal, Ansuya A/P Shantilal Rupani, Sharadkumar
               A/L Kishorchandra, Kamal Kumar Kishorchandra Kamdar, Rajnikant A/L B.M.
               Kamdar, Jayesh R Kamdar A/L Rajnikant, Hamendra A/L B.M. Kamdar,
               Bipinchandra A/L Balvantrai, Yashesh Chandrakant Patel, Sharda D/O Naran Dass,
               Paresh A/L Bhanulal Shantilal and Jugal Kishor Shivlal.

               The purchase consideration for the proposed acquisition of PMBK was arrived at
               based on a willing buyer, willing seller basis and after taking into consideration
               PMBK’s forecast PAT for its financial year ending 31 December 2003.

       (iii)   Proposed Acquisition of PMBK (Penang)

               The proposed acquisition by PNSB of the entire issued and paid-up share capital of
               PMBK (Penang) comprising 2,500,000 ordinary shares of RM1.00 each for a
               purchase consideration of RM26,245,034 to be satisfied by the issuance at par of
               16,625,106 new PNSB Shares credited as fully paid-up and RM9,619,928 nominal
               value PNSB ICULS. The Vendors of PMBK (Penang) are Harsukhlal a/ Maganlal
               Kamdar, Kishorchandra A/L Maganlal, Rajnikant A/L B.M. Kamdar, Paresh R
               Kamdar, Jayesh R Kamdar A/L Rajnikant, Hamendra A/L B.M. Kamdar,
               Bipinchandra A/L Balvantrai, Khew Siew Keow, Yashesh Chandrakant Patel,
               Sharda D/O Naran Dass and Paresh A/L Bhanulal Shantilal.

               The purchase consideration for the proposed acquisition of PMBK (Penang) was
               arrived at based on a willing buyer, willing seller basis and after taking into
               consideration PMBK (Penang)’s forecast PAT for its financial year ending 31
               December 2003.




                                          4
(iv)     Proposed Acquisition of KSouth

         The proposed acquisition by PNSB of the entire issued and paid-up share capital of
         KSouth comprising 1,000,000 ordinary shares of RM1.00 each for a purchase
         consideration of RM5,749,204 to be satisfied by the issuance at par of 3,641,875 new
         PNSB Shares credited as fully paid-up and RM2,107,329 PNSB nominal value
         ICULS. The Vendors of KSouth are Harsukhlal A/L Maganlal Kamdar, Lalita I/K
         Harsukhlal, Kishorchandra A/L Maganlal, Sharadkumar A/L Kishorchandra,
         Rajnikant A/L B.M. Kamdar, Paresh R Kamdar, Jayesh R Kamdar A/L Rajnikant,
         Hamendra A/L B.M. Kamdar, Bipinchandra A/L Balvantrai, Khew Siew Keow,
         Yashesh Chandrakant Patel, Sharda D/O Naran Dass, Paresh A/L Bhanulal Shantilal,
         Dipakkumar A/L Vrajlal Premchand and Jugal Kishor Shivlal.

         The purchase consideration for the proposed acquisition of KSouth was arrived at
         based on a willing buyer, willing seller basis and after taking into consideration
         KSouth’s forecast PAT for its financial year ending 31 December 2003.

(v)      Proposed Acquisition of Kesar

         The proposed acquisition by PNSB of the entire issued and paid-up share capital of
         Kesar comprising 3,000,000 ordinary shares of RM1.00 each for a purchase
         consideration of RM14,037,565 to be satisfied by the issuance at par of 8,892,197
         new PNSB Shares credited as fully paid-up and RM5,145,368 nominal value PNSB
         ICULS. The Vendors of Kesar are Harsukhlal A/L Maganlal Kamdar, Lalita I/K
         Harsukhlal, Rajnikant A/L B.M. Kamdar, Mehta Trupti Ratilal, Paresh R Kamdar,
         Jayesh R Kamdar A/L Rajnikant, Hamendra A/L B.M. Kamdar, Bipinchandra A/L
         Balvantrai, Yashesh Chandrakant Patel, Ila Hemendra Kamdar, Baby @
         SudhaKumari A/P Amartlal and Patel Vishakha Chandrakant.

         The purchase consideration for the proposed acquisition of Kesar was arrived at
         based on a willing buyer, willing seller basis, after taking into consideration Kesar’s
         forecast PAT for its financial year ending 31 December 2003.

The ordinary shares of the Revenue-Based Companies to be acquired by PNSB pursuant to the
Proposed Acquisition of Revenue-Based Companies shall be free from all liens, claims,
equities, charges, encumbrances or third party rights of whatsoever nature and with all rights
now or hereafter becoming attached thereto, including the right to receive all dividends and
distributions declared after the date of completion of the share sale agreement entered into by
the Vendors of the Revenue-Based Companies and PNSB pursuant to the Proposed
Acquisition of Revenue-Based Companies.

The new PNSB Shares to be issued pursuant to Proposed Acquisition of Revenue-Based
Companies shall, upon issue and allotment, rank pari passu in all respects with the existing
PNSB Shares.

No liabilities are to be assumed by PNSB arising from the Proposed Acquisition of Revenue-
Based Companies.




                                      5
2A.1.2 Proposed Acquisition of Asset-Based Companies

       The Proposed Acquisition of Asset-Based Companies comprises the following:

       (i)      Proposed Acquisition of KStores

                The proposed acquisition by PNSB of the entire issued and paid-up share capital of
                KStores comprising 12,000,000 ordinary shares of RM1.00 each for a purchase
                consideration of RM25,928,038 is to be satisfied by the issuance of RM25,928,038
                nominal value PNSB Bonds and 21,606,698 PNSB Warrants. The Vendors of
                KStores are Harsukhlal A/L Maganlal Kamdar, Lalita I/K Harsukhlal, Kishorchandra
                A/L Maganlal, Sharadkumar A/L Kishorchandra, Kamal Kumar Kishorchandra
                Kamdar, Rajnikant A/L B.M. Kamdar, Paresh R Kamdar, Jayesh R Kamdar A/L
                Rajnikant, Hamendra A/L B.M. Kamdar, Bipinchandra A/L Balvantrai, Khew Siew
                Keow and Yashesh Chandrakant Patel.

                The purchase consideration for the proposed acquisition of KStores represents a
                discount of 1.89% to the adjusted audited NTA of KStores as at 31 December 2001
                of RM26.427 million as disclosed below:

                                                                                                   RM
                Audited NTA as at 31 December 2001                                          18,051,544
                Less:    Dividends In Respect of The Financial Year Ended 31                 (411,000)
                         December 2001
                Add: Revaluation Surplus                                                     8,787,116
                Adjusted NTA                                                                26,427,660
                Less: Discount of 1.89% on the Adjusted NTA                                  (499,622)
                Purchase Consideration                                                      25,928,038


                The revaluation surplus was arrived at as follows:

                                                              Audited Net Book    Indicative Market
        Location of        Date of          Original cost        Value as at 31      Value as at the     Revaluation
        Property           investment       of investment       December 2001      date of valuation         Surplus
                                                                           RM                   RM              RM
        No. 113, Jalan     26 April 1996       31,000,000           31,612,884            40,400,000       8,787,116
        Tuanku Abdul
        Rahman, 50100,
        Kuala Lumpur

                The valuation report on the property was dated 10 June 2002 and prepared by
                Messrs. Rahim & Co., based on the direct comparison method and investment
                method.

       (ii)     Proposed Acquisition of KH

                The proposed acquisition by PNSB of the entire issued and paid-up share capital of
                KH comprising 3,967,997 ordinary shares of RM1.00 each for a purchase
                consideration of RM28,953,281 is to be satisfied by the issuance of RM28,953,281
                nominal value of PNSB Bonds and 24,127,734 PNSB Warrants at 100% of the
                nominal value of the Bonds. The Vendors of KH are Harsukhlal A/L Maganlal
                Kamdar, Lalita I/K Harsukhlal, Kishorchandra A/L Maganlal, Sharadkumar A/L
                Kishorchandra, Kamal Kumar Kishorchandra Kamdar, Rajnikant A/L B.M. Kamdar,
                Hamendra A/L B.M. Kamdar, Bipinchandra A/L Balvantrai and Khew Siew Keow.



                                              6
               The purchase consideration for the proposed acquisition of KH represents a discount
               of 1.89% to the adjusted NTA of KH as at 31 December 2001 of RM29.511 million
               as disclosed below:
                                                                                                  RM
               Audited NTA as at 31 December 2001                                            9,698,166
               Less: Dividends In Respect of The Financial Year Ended 31 December            (838,000)
                       2001
               Add: Revaluation Surplus                                                     20,651,033
               Adjusted NTA                                                                 29,511,199
               Less: Discount of 1.89% on the Adjusted NTA                                   (557,918)
               Purchase Consideration                                                       28,953,281

               The revaluation surplus was arrived at as follows:

                                                                                    Indicative
Description and                                           Audited Net Book       Market Value
Location of               Date of       Original Cost            Value as at     as at the date   Revaluation
Properties              Investment      of Investment     31 December 2001        of valuation       Surplus
                                                                        RM                 RM            RM


No. 83 and 85, Jalan    1 June 1989         4,112,716                3,805,825       8,000,000       4,194,175
Tuanku Abdul
Rahman, 50100,
Kuala Lumpur


No. 429, 431, 433      28 Sept. 1987        7,980,213                7,293,122      23,750,000      16,456,878
and 435, Jalan
Tuanku Abdul
Rahman, 50100,
Kuala Lumpur
                                                                    11,098,947      31,750,000      20,651,053

               The valuation reports on the properties were dated 10 June 2002 and prepared by
               Messrs. Rahim & Co., based on the direct comparison method and investment
               method.




                                           7
    (iii)     Proposed Acquisition of MS

              The proposed acquisition by PNSB of the entire issued and paid-up share capital of
              MS comprising 3,500,000 ordinary shares of RM1.00 each for a purchase
              consideration of RM5,118,681 is to be satisfied by the issuance of RM5,118,681
              nominal value of PNSB Bonds and 4,265,568 PNSB Warrants at 100% of the
              nominal value of the Bonds. The Vendors of MS are Harsukhlal A/L Maganlal
              Kamdar, Lalita I/K Harsukhlal, Kishorchandra A/L Maganlal, Paresh R Kamdar,
              Jayesh R Kamdar A/L Rajnikant, Hamendra A/L B.M. Kamdar, Bipinchandra A/L
              Balvantrai, Khew Siew Keow and Yashesh Chandrakant Patel.

              The purchase consideration for the proposed acquisition of MS represents a discount
              of 1.89% on the adjusted audited NTA of MS as at 31 December 2001 of RM5.217
              million as follows:

                                                                                                 RM
              Audited NTA as at 31 December 2001                                            3,458,816
              Less:    Dividends In Respect of The Financial Year Ended 31 December                    -
                       2001
              Add: Revaluation Surplus                                                      1,758,500
              Adjusted NTA                                                                  5,217,316
              Less: Discount of 1.89% on the Adjusted NTA                                    (98,635)
              Purchase Consideration                                                        5,118,681


              The revaluation surplus was arrived at as follows:

                                                                                         Indicative
                                                                 Audited Net Book     Market Value
                                Date of               Cost of           Value as at   as at the date       Revaluation
Location of Property          Investment          Investment     31 December 2001      of valuation           Surplus
                                                                               RM               RM                RM
No. 1, Jalan 241,           30 January 2001        8,000,000             8,241,500       10,000,000          1,758,500
Section 51A, 46000,
Petaling Jaya, Selangor
Darul Ehsan

              The valuation report on the property was dated 10 June 2002 and prepared by
              Messrs. Rahim & Co., based on the direct comparison method and investment
              method.




                                              8
2A.1.3 Swap Arrangement Amongst The Vendors

       Pursuant to a Shareholders Agreement dated 1 July 2002, the Vendors have agreed to
       distribute amongst themselves, the securities to be issued by PNSB pursuant to the Proposed
       Acquisitions.

       The ordinary shares of the Asset-Based Companies to be acquired by PNSB pursuant to the
       Proposed Acquisition of Asset-Based Companies shall be free from all liens, claims, equities,
       charges, encumbrances or third party rights of whatsoever nature and with all rights now or
       hereafter becoming attached thereto, including the right to receive all dividends and
       distributions declared after the date of completion of the share sale agreement entered into by
       the Vendors of the Asset-Based Companies and PNSB pursuant to the Proposed Acquisition
       of Asset-Based Companies.

       No liabilities are to be assumed by PNSB arising from the Proposed Acquisition of Asset-
       Based Companies.

       The indicative principal terms of the PNSB ICULS, PNSB Bonds and PNSB Warrants are
       shown in Tables 1, 2 and 3 herein.

2A.1.4 Proposed Share Swap

       The Proposed Share Swap with PNSB involves the exchange of 15,600,000 ordinary shares of
       RM1.00 each representing the entire equity interest in WHB with 1,560,000 new PNSB
       Shares credited as fully paid-up, on the basis of one (1) new PNSB Share for every ten (10)
       existing ordinary shares of RM1.00 each held in WHB.

       The new PNSB Shares to be issued pursuant to Proposed Share Swap shall, upon issue and
       allotment, rank pari passu in all respects with the existing PNSB Shares and shall be entitled
       to participate in the Proposed ROS.

2A.1.5 Proposed ROS

       The Proposed ROS entails the Vendors offering the following ROS packages to the new
       shareholders of PNSB pursuant to the Proposed Share Swap:

       (a)      ROS Package ‘A’: This comprise the restricted renounceable offer for sale of four
                (4) PNSB Shares at an offer price of RM1.00 per PNSB Share for every one (1)
                existing PNSB Share held after the Proposed Share Swap;

       (b)      ROS Package ‘B’: This comprise the restricted renounceable offer for sale of five
                (5) PNSB ICULS and five (5) PNSB Warrants as a package at an offer price of
                RM1.00 for one (1) PNSB ICULS and one (1) PNSB Warrant collectively for every
                one (1) existing PNSB Share held after the Proposed Share Swap.

                The new shareholders of PNSB (pursuant to the Proposed Share Swap) may elect to
                subscribe to ROS Package 'A' or ROS Package 'B' or a combination of the two.

2A.1.6 Proposed Cash and Securities Transfers

       Pursuant to the Principal Agreement, the Vendors shall transfer RM10,000,000 cash,
       12,200,000 PNSB Shares and 10,200,000 PNSB ICULS to the Special Administrators, as
       consideration for the proposed transfer of the listing status of WHB to PNSB. The
       consideration will be utilised towards the settlement of debts owing to the creditors of WHB.
       Details of the Proposed Debt Settlement is disclosed in Section 2C herein.




                                             9
       Of the 12,200,000 PNSB Shares to be placed out, the Vendors have agreed to procure an
       underwriting for the placement of 3,000,000 PNSB Shares at RM1.35 per PNSB Share whilst
       the remaining 9,200,000 PNSB Shares shall be placed out by the Vendors at the price to be
       agreed by the Special Administrators on a best effort basis but in priority to the 10,000,000
       PNSB Shares of the Vendors that are also to be placed out pursuant to the Proposed Placement
       (as defined in Section 2A.1.7 below).

       In respect of the 10,200,000 PNSB ICULS transferred to the Special Administrators, the
       Vendors will grant a put option to the creditors of WHB in accordance with the terms
       stipulated in the Proposed Put Option (as defined in Section 2A.1.8 below).

2A.1.7 Proposed Placement

       The Proposed Placement by Vendors involves the placement of the following to placees to be
       identified:

       (i)     10,000,000 PNSB Shares of the Vendors, of which 3,000,000 PNSB Shares will be
               allocated to the existing suppliers of the Strategic Assets;
       (ii)    10,000,000 PNSB Warrants of the Vendors; and
       (iii)   12,200,000 PNSB Shares transferred to the Special Administrators pursuant to the
               Proposed Cash and Securities Transfers, on a best effort basis, to be placed out in
               priority to the 10,000,000 PNSB Shares of the Vendors, as long as the placement
               price is equivalent to or less than that obtained for the 10,000,000 PNSB Shares of
               the Vendors. The placement price is to be agreed by the Special Administrators.

2A.1.8 Proposed Put Option

       In respect of the 10,200,000 PNSB ICULS transferred by the Vendors to the Special
       Administrators, a put option is proposed to be granted by the Vendors to the creditors of
       WHB. Please refer to Table 4 for key features of the Proposed Put Option.

2A.1.9 Proposed Transfer Of Listing Status

       Pursuant to the Proposed Cash and Securities Transfers and subsequent to the Proposed
       Acquisitions, Proposed Share Swap, Proposed ROS and the Proposed Placement, the listing
       status of WHB on the Second Board of the KLSE is proposed to be transferred to PNSB and
       immediately thereafter, WHB will be delisted from the Second Board of the KLSE. The
       Proposed Transfer of Listing Status forms an integral part of the Kamdar Proposals.

2A.1.10 Proposed Transfer to the Main Board

       The Proposed Transfer to the Main Board involves the transfer of PNSB from the Second
       Board of the KLSE to the Main Board of the KLSE after the Proposed Transfer of Listing
       Status.




                                           10
         2A.1.11 Proposed Disposal of WHB by PNSB

                  After the Proposed Transfer of Listing Status and Proposed Transfer to the Main Board,
                  PNSB proposes to dispose off its entire equity interest in WHB comprising 15,600,000
                  ordinary shares of RM1.00 each to the Special Administrators (or a special purpose vehicle
                  nominated by the Special Administrators) for a cash consideration of RM1.00.

                  After the completion of the Kamdar Proposals, the group structure of the PNSB Group is as
                  follows:

                                                         PNSB




         100%           100%          100%           100%           100%        100%         100%           100%

Kamdar          PMBK              PMBK          KSouth          Kesar      KStores        KH           MS
                                 (Penang)

                        100%                                        100%

                BGallant                                        Orisea



         2A.2     Information on PNSB

                  PNSB was incorporated in Malaysia under the Companies Act, 1965 on 19 April 2002 as a
                  private company under the name of Positive Noble Sdn. Bhd. PNSB is principally an
                  investment holding company.

                  The authorised share capital of PNSB as at 22 August 2002 is 100,000 ordinary shares of
                  RM1.00 each, of which 2 ordinary shares of RM1.00 each is fully issued and paid up.

                  The Board of Directors of PNSB as at 22 August 2002 is Bhaskerrai Upadhyaya A/L
                  Ramshanker and Babulal A/L Dhirajlal, each holding one (1) ordinary share of RM1.00 each
                  in PNSB.

         2A.3     Information on the Strategic Assets

                  The Strategic Assets comprise the Revenue-Based Companies and Asset-Based Companies.
                  The key proforma financial data for the past five (5) financial year of the Kamdar Group are
                  disclosed in Table 5 below.

         2A.3.1 Information on the Revenue-Based Companies

                  (i)          Information on Kamdar

                               Kamdar was incorporated in Malaysia under the Companies Act, 1965 on 14 June
                               1972 as a private limited company under the name of Kamdar Sdn. Bhd.. Kamdar is
                               principally involved in the retail of textiles and textile based products.

                               The authorised share capital of Kamdar as at 31 July 2002 is 10,000,000 ordinary
                               shares of RM1.00 each, of which 8,800,000 ordinary shares of RM1.00 each is fully
                               issued and paid-up.



                                                         11
The Board of Directors of Kamdar and their respective shareholdings in Kamdar is as
follows:

Director                                  Nationality            <---------No. of Shares Held------->
                                                                  Direct         %     Indirect           %

Harsukhlal A/L Maganlal
                                          Malaysian            2,766,333     31.44     550,0001         6.25
 Kamdar

Bipinchandra A/L Balvantrai               Malaysian              885,557     10.06               -          -

Rajnikant A/L B.M. Kamdar                 Malaysian              675,556       7.68              -          -

Hamendra A/L B.M. Kamdar                  Malaysian              542,223       6.16              -          -

Kishorchandra A/L Maganlal
                                          Malaysian              499,998       5.68    466,6672         5.302
 Kamdar

Notes:
1
             By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in Kamdar.
2
             By virtue of his wife’s (Ansuya A/P Shantilal Rupani) shareholdings in Kamdar.

The substantial shareholders of Kamdar as at 31 July 2002 (5% or more) as shown in
the Register of Substantial Shareholders are as follows:

                                                           <----------------No. of Shares Held----------->
    Substantial Shareholders                                   Direct          %         Indirect          %

    Harsukhlal A/L Maganlal Kamdar                          2,766,333      31.44       550,0001           6.25

    Lalita Jaganath I/K Harsukhlal                            550,000       6.25      2,766,3352        31.44

    Kishorchandra A/L Maganlal Kamdar                         499,998       5.68       466,6673           5.30

    Ansuya A/P Shantilal Rupani                               466,667       5.30       499,9984           5.68

    Bipinchandra A/L Balvantrai                               885,557      10.06                  -             -

    Mehta Trupti Ratilal                                             -         -       885,5575         10.06

    Rajnikant A/L B.M. Kamdar                                 675,556       7.68                  -             -

    Baby @ Sudhakumari A/P Amartlal                                  -         -       675,5566           7.68

    Hamendra A/L B.M. Kamdar                                  542,223       6.16                  -             -

    Ila Hemendra Kamdar                                              -         -       542,2237           6.16

    Yashesh Chandrakant Patel                                490,000       5.57                   -             -

    Sharadkumar A/L Kishorchandra                             273,333       3.11       200,0008           2.27

    Sonal Domadia                                             200,000       2.27       273,3339           3.11


    Notes:
    1
             By virtues of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in Kamdar.
    2
             By virtue of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in
             Kamdar.



                                  12
           3
                  By virtue of his wife’s (Ansuya A/P Shantilal Rupani) shareholdings in Kamdar.
           4
                  By virtue of her husband’s (Kishorchandra A/L Maganlal Kamdar) shareholdings in
                  Kamdar.
           5
                  By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in Kamdar.
           6
                  By virtue of her husband’s (Rajnikant A/L Balvantrai Kamdar) shareholdings in
                  Kamdar.
           7
                  By virtue of her husband’s (Hamendra A/L B.M.Kamdar) shareholdings in Kamdar.
           8
                  By virtue of his wife’s (Sonal Domadia) shareholdings in Kamdar.
           9
                  By virtue of her husband’s (Sharadkumar A/L Kishorchandra) shareholdings in
                  Kamdar.

       Kamdar does not have any subsidiary or associated company.

(ii)   Information on PMBK

       PMBK was incorporated in Malaysia under the Companies Act, 1965 on 14 October
       1982 as a private limited company under the name of SGB Asia (Malaysia) Sdn.
       Bhd.. Subsequently, it changed its name to SGB Marketing Sdn. Bhd. on 14 June
       1990 and later to Pusat Membeli-Beli Kamdar Sdn. Bhd. on 27 October 1990. PMBK
       is principally involved in the retail of textiles and textile based products.

       The authorised share capital of PMBK as at 31 July 2002 is 5,000,000 ordinary
       shares of RM1.00 each, of which 4,550,000 ordinary shares of RM1.00 each is fully
       issued and paid-up.

       The Board of Directors of PMBK and their respective shareholdings in PMBK is as
       follows:

       Director                      Nationality           <---------No. of Shares Held------->
                                                           Direct         %       Indirect         %

       Harsukhlal A/L
                                      Malaysian         1,000,000     21.98               -          -
        Maganlal Kamdar

       Hamendra A/L B.M.
                                      Malaysian           600,000     13.19               -          -
        Kamdar

       Paresh A/L Bhanulal
                                      Malaysian            50,000      1.10               -          -
        Shantilal

       Kishorchandra A/L
                                      Malaysian           100,000      2.20       500,0001       10.99
        Maganlal Kamdar

       Note:
       1
                  By virtue of his wife’s (Ansuya A/P Shantilal Rupani) shareholdings in PMBK.




                                      13
        The substantial shareholders of PMBK as at 31 July 2002 (5% or more) as shown in
        the Register of Substantial Shareholders are as follows:

                                                               <----------------No. of Shares Held----------->
         Substantial Shareholders                                  Direct          %         Indirect          %
                                                                                                                -
         Harsukhlal A/L Maganlal Kamdar                         1,000,000       21.98               -           -

         Lalita Jaganath I/K Harsukhlal                                  -         -     1,000,0001        21.98

         Hamendra A/L B. M. Kamdar                                600,000     13.19                -            -

         Ila Hemendra Kamdar                                             -         -       600,0002        13.19

         Bipinchandra A/L Balvantrai                              600,000     13.19                -            -

         Mehta Trupti Ratilal                                            -         -       600,0003        13.19

         Sharda A/P Naran Dass                                    600,000     13.19                -            -

         Rajnikant A/L B.M. Kamdar                                528,000     11.60                -            -

         Baby @ SudhaKumari A/P Amartlal                                 -         -       528,0004        11.60

         Ansuya A/P Shantilal Rupani                              500,000     10.99        100,0005         2.20

         Kishorchandra A/L Maganlal Kamdar                        100,000      2.20        500,0006        10.99

         Sharadkumar A/L Kishorchandra                            280,000      6.15                -            -

         Sonal Domadia                                                   -         -       280,0007         6.15

         Notes:
         1
                  By virtue of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in
                  PMBK.
         2
                  By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in PMBK.
         3
                  By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in PMBK.
         4
                  By virtue of her husband’s (Rajnikant A/L B.M. Kamdar) shareholdings in PMBK.
         5
                  By virtue of her husband’s (Kishorchandra A/L Balvantrai) shareholdings in PMBK.
         6
                  By virtue of his wife’s (Ansuya A/P Shantilal Rupani) shareholdings in PMBK.
         7
                  By virtue of her husband’s (Sharadkumar A/L Kishorchandra) shareholdings in
                  PMBK.

        PMBK has only one subsidiary, which is Beauty Gallant Sdn Bhd. PMBK does not
        have any associated companies.

(iii)   Information on PMBK (Penang)

        PMBK (Penang) was incorporated in Malaysia under the Companies Act, 1965 on 18
        August 1988 as a private limited company under the name Tripalco Sdn. Bhd.. On 9
        November 1990, it changed its name to Kesar Trading Sdn. Bhd. and on 5 January
        1993, it changed its name to Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd..
        PMBK (Penang) is principally involved in the retail of textiles and textile based
        products.




                                       14
The authorised share capital of PMBK (Penang) as at 31 July 2002 is 2,500,000
ordinary shares of RM1.00 each, of which 2,500,000 ordinary shares of RM1.00 each
is fully issued and paid-up.

The Board of Directors of PMBK (Penang) and their respective shareholdings in
PMBK (Penang) is as follows:

 Director                   Nationality      <---------No. of Shares Held------->
                                            Direct          %      Indirect              %

 Hamendra A/L               Malaysian      508,334       20.33             -              -
  B.M. Kamdar

 Rajnikant A/L B.M.         Malaysian      508,333       20.33             -              -
  Kamdar

 Bipinchandra A/L           Malaysian      508,333       20.33             -              -
  Balvantrai

 Kishorchandra A/L          Malaysian      250,000       10.00             -              -
  Maganlal Kamdar

 Harsukhlal A/L             Malaysian      187,500        7.50             -              -
  Maganlal Kamdar

The substantial shareholders of PMBK (Penang) as at 31 July 2002 (5% or more) as
shown in the Register of Substantial Shareholders are as follows:

                                          <----------------No. of Shares Held----------->
Substantial Shareholders                      Direct          %         Indirect          %

Hamendra A/L B.M. Kamdar                    508,334      20.33                 -          -

Ila Hamendra Kamdar                                  -        -       508,3341       20.33

Rajnikant A/L B.M. Kamdar                   508,333      20.33                 -          -

Baby @ SudhaKumari A/P Amartlal                      -        -       508,3332       20.33

Bipinchandra A/L Balvantrai                 508,333      20.33                 -          -

Mehta Trupti Ratilal                                 -        -       508,3333       20.33

Kishorchandra A/L Maganlal Kamdar           250,000      10.00                 -          -

Ansuya A/P Shantilal Rupani                          -        -       250,0004       10.00

Harsukhlal Maganlal Kamdar                  187,500       7.50                 -          -

Lalita Jaganath I/K Harsukhlal                       -        -       187,5005        7.50

Yashesh Chandrakant Patel                   187,500       7.50                 -          -

Sharda A/P Naran Dass                       125,000       5.00                 -          -




                                 15
       Notes:
       1
                  By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in PMBK
                  (Penang).
       2
                  By virtue of her husband’s (Rajnikant A/L B.M. Kamdar) shareholdings in PMBK
                  (Penang).
       3
                  By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in PMBK
                  (Penang).
       4
                  By virtue of her husband’s (Kishorchandra A/L Maganlal Kamdar) shareholdings in
                  PMBK (Penang).
       5
                  By virtue of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in
                  PMBK (Penang).

       PMBK (Penang) has no subsidiary company or associated company.

(iv)       Information on KSouth

           KSouth was incorporated in Malaysia under the Companies Act, 1965 on 25
           September 1996 as a private limited company under the name Sapphire Model Sdn.
           Bhd.. The company subsequently changed its name to Kamdar South Sdn. Bhd. on
           21 June 1997. KSouth is principally involved in the retail of textiles and textile based
           products.

           The authorised share capital of KSouth as at 31 July 2002 is 1,000,000 ordinary
           shares of RM1.00 each, of which 1,000,000 ordinary shares of RM1.00 each is fully
           issued and paid-up.

           The Board of Directors of KSouth and their respective shareholdings in KSouth are
           as follows:

           Director                   Nationality         <---------No. of Shares Held------->
                                                         Direct          %       Indirect          %

           Kishorchandra A/L
                                      Malaysian         130,000      13.00               -          -
            Maganlal Kamdar

           Paresh R Kamdar            Malaysian         100,000      10.00               -          -

           Jayesh R Kamdar A/L
                                      Malaysian         100,000      10.00               -          -
            Rajnikant

       The substantial shareholders of KSouth as at 31 July 2002 (5% or more) as shown in
       the Register of Substantial Shareholders are as follows:

                                                     <----------------No. of Shares Held----------->
           Substantial Shareholders                      Direct          %         Indirect          %

           Kishorchandra A/L Maganlal                   130,000     13.00                -           -

           Ansuya A/P Shantilal Rupani                         -         -       130,0001        13.00

           Bipinchandra A/L Balvantrai                  120,000     12.00                -           -

           Mehta Trupti Ratilal                                -         -       120,0002        12.00

           Sharadkumar A/L Kishorchandra                100,000     10.00                -           -

           Sonal Domadia                                       -         -       100,0003        10.00



                                         16
                                                     <----------------No. of Shares Held----------->
      Substantial Shareholders                           Direct          %         Indirect          %


      Paresh R Kamdar                                  100,000      10.00                -            -

      Jayesh R Kamdar A/L Rajnikant                    100,000      10.00                -            -

      Harsukhlal A/L Maganlal Kamdar                     80,000      8.00         60,0004         6.00

      Lalita Jaganath I/K Harsukhlal                     60,000      6.00         80,0005         8.00

      Rajnikant A/L B.M. Kamdar                          50,000      5.00                -            -

      Baby @ SudhaKumari A/P Amartlal                          -         -        50,0006         5.00

      Hamendra A/L B.M. Kamdar                           50,000      5.00                -            -

      Ila Hemendra Kamdar                                      -         -        50,0007         5.00

      Khew Siew Keow                                     50,000      5.00                -            -

      Notes:
      1
                 By virtue of her husband’s (Kishorchandra A/L Maganlal Kamdar) shareholdings in
                 KSouth.
      2
                 By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in KSouth.
      3
                 By virtue of her husband’s (Sharadkumar A/L Kishorchandra) shareholdings in
                 KSouth.
      4
                 By virtues of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in KSouth.
      5
                 By virtue of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in
                 KSouth.
      6
                 By virtue of her husband’s (Rajnikant A/L B.M. Kamdar) shareholdings in KSouth.
      7
                 By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in KSouth.

(v)   Information on Kesar

      Kesar was incorporated in Malaysia under the Companies Act, 1965 on 5 November
      1976 as a private limited company under the name Kesar Sdn. Bhd.. Kesar is
      principally involved in the import and export of textile and fabric materials to
      wholesalers.

      The authorised share capital of Kesar as at 31 July 2002 is 5,000,000 ordinary shares
      of RM1.00 each, of which 3,000,000 ordinary shares of RM1.00 each is fully issued
      and paid-up.

      The Board of Directors of Kesar and their respective shareholdings in Kesar are as
      follows:

      Director                     Nationality            <---------No. of Shares Held------->
                                                         Direct          %       Indirect          %

      Hamendra A/L B.M.             Malaysian          510,000       17.00       300,0001        10.00
       Kamdar

      Bipinchandra A/L              Malaysian          384,000       12.80       330,0002        11.00
       Balvantrai




                                       17
Director                       Nationality            <---------No. of Shares Held------->
                                                     Direct          %       Indirect            %


Rajnikant A/L B.M.              Malaysian           330,000       11.00       330,0003       11.00
 Kamdar

Harsukhlal A/L                  Malaysian           150,000        5.00       150,0004          5.00
 Maganlal Kamdar

Notes:
1
             By virtue of his wife’s (Ila Hemendra Kamdar) shareholdings in Kesar.
2
             By virtue of his wife’s (Mehta Trupti Ratilal) shareholdings in Kesar.
3
             By virtue of his wife’s (Baby @ SudhaKumari A/P Amartlal) shareholdings in Kesar.
4
             By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in Kesar.

The substantial shareholders of Kesar as at 31 July 2002 (5% or more) as shown in
the Register of Substantial Shareholders are as follows:

                                                            <----------------No. of Shares Held----------->
    Substantial Shareholders                                    Direct          %         Indirect          %
                                                                                                             -
    Hamendra A/L B.M. Kamdar                                   510,000       17.00       300,0001        10.00

    Ila Hemendra Kamdar                                        300,000     10.00         510,0002       17.00

    Bipinchandra A/L Balvantrai                                384,000     12.80         330,0003       11.00

    Mehta Trupti Ratilal                                       330,000     11.00         384,0004       12.80

    Rajnikant A/L B.M. Kamdar                                  330,000     11.00         330,0005       11.00

    Baby @ SudhaKumari A/P Amartlal                            330,000     11.00         330,0006       11.00

    Harsukhlal A/L Maganlal Kamdar                             150,000       5.00        150,0007        5.00

    Lalita Jaganath I/K Harsukhlal                             150,000       5.00        150,0008        5.00

    Patel Vishakha Chandrakant                                 240,000       8.00                 -          -

    Notes:
    1
             By virtue of his wife’s (Ila Hemendra Kamdar) shareholdings in Kesar.
    2
             By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in Kesar.
    3
             By virtue of his wife’s (Mehta Trupti Ratilal) shareholdings in Kesar.
    4
             By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in Kesar.
    5
             By virtue of his wife’s (Baby @ SudhaKumari A/P Amartlal) shareholdings in Kesar.
    6
             By virtue of her husband’s (Rajnikant A/L B.M. Kamdar) shareholdings in Kesar.
    7
             By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in Kesar.
    8
             By virtue of her husband’s (Harsukhlal Maganlal Kamdar) shareholdings in Kesar.

Kesar has only one subsidiary company, which is Orisea Trade Sdn Bhd:




                                  18
2A.4   Information on the Asset-Based Companies

       (i)    Information on KStores

              KStores was incorporated in Malaysia under the Companies Act, 1965 10 November
              1993 as a private limited company under the name Kamdar Stores Sdn. Bhd..
              KStores is principally involved in the rental of properties.

              The authorised share capital of KStores as at 31 July 2002 is 25,000,000 ordinary
              shares of RM1.00 each, of which 12,000,000 ordinary shares of RM1.00 each is fully
              issued and paid-up.

              The Board of Directors of KStores and their respective shareholdings in KStores are
              as follows:

              Director                    Nationality               <---------No. of Shares Held------->
                                                                   Direct           %       Indirect           %
              Harsukhlal A/L               Malaysian            4,824,960       40.21       825,0001         6.88
               Maganlal Kamdar

              Kishorchandra A/L            Malaysian              960,000         8.00              -               -
               Maganlal Kamdar

              Note:
              1
                           By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in KStores.

              The substantial shareholders of KStores as at 31 July 2002 (5% or more) as shown in
              the Register of Substantial Shareholders are as follows:

                                                                          <----------------No. of Shares Held----------->
                  Substantial Shareholders                                    Direct          %         Indirect          %

                  Harsukhlal A/L Maganlal Kamdar                            4,824,960    40.21          825,0001         6.88

                  Lalita Jaganath I/K Harsukhlal                             825,000      6.88      4,824,9602          40.21

                  Kishorchandra A/L Maganlal Kamdar                          960,000      8.00                  -           -

                  Ansuya A/P Shantilal Rupani                                       -         -         960,0003         8.00

                  Sharadkumar A/L Kishorchandra                              900,000      7.50                  -           -

                  Sonal Domadia                                                     -         -         900,0004         7.50

                  Kamal Kumar Kishorchandra Kamdar                           900,000      7.50                  -           -

                  Bipinchandra A/L Balvantrai                                928,320      7.74                  -           -

                  Mehta Trupti Ratilal                                              -         -         928,3205         7.74

                  Hamendra A/L B.M. Kamdar                                   813,360      6.78                  -           -

                  Ila Hemendra Kamdar                                               -         -         813,3606         6.78

                  Yashesh Chandrakant Patel                                  735,000      6.13                  -           -

                  Notes:
                  1
                           By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in KStores.




                                                19
           2
                  By virtues of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in
                  KStores.
           3
                  By virtue of her husband’s (Kishorchandra A/L Maganlal Kamdar) shareholdings in
                  KStores.
           4
                  By virtue of her husband’s (Sharadkumar A/L Kishorchandra) shareholdings in
                  KStores.
           5
                  By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in KStores.
           6
                  By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in KStores.

           KStores does not have any subsidiary company or associated company.

(ii)   Information on KH

       KH was incorporated in Malaysia under the Companies Act, 1965 on 12 December
       1985 as a private limited company under the Nymanil Cellulose Sdn. Bhd.. The
       company subsequently changed its name to Kamdar Holdings Sdn. Bhd. on 22
       September 1998. KH is principally involved in the letting out of properties.

       The authorised share capital of KH as at 31 July 2002 is 5,000,000 ordinary shares of
       RM1.00 each, of which 3,967,997 ordinary shares of RM1.00 each is fully issued and
       paid-up.

       The Board of Directors of KH and their respective shareholdings in KH are as
       follows:

       Director                  Nationality               <---------No. of Shares Held------->
                                                          Direct           %       Indirect           %

       Bipinchandra A/L           Malaysian             515,333        12.98               -              -
        Balvantrai

       Kishorchandra A/L          Malaysian             457,333        11.52               -              -
        Maganlal Kamdar

       Harsukhlal A/L             Malaysian             309,333         7.79      547,333*         13.79
        Maganlal Kamdar

       Note:

       *          By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in KH.

       The substantial shareholders of KH as at 31 July 2002 (5% or more) as shown in the
       Register of Substantial Shareholders are as follows:

                                                                <----------------No. of Shares Held----------->
                               Substantial Shareholders             Direct          %         Indirect          %

        Rajnikant A/L B.M. Kamdar                                  515,333     12.98                  -           -

        Baby @ SudhaKumari A/P Amartlal                                   -         -          515,3331       12.98

        Hamendra A/L B.M. Kamdar                                   515,333     12.98                  -           -

        Ila Hemendra Kamdar                                               -         -          515,3332       12.98

        Bipinchandra A/L Balvantrai                                515,333     12.98                  -           -

        Mehta Trupti Ratilal                                              -         -          515,3333       12.98




                                       20
                                                                    <----------------No. of Shares Held----------->
                                  Substantial Shareholders              Direct          %         Indirect          %

            Kishorchandra A/L Maganlal                                  457,333    11.52                -           -

            Ansuya A/P Shantilal Rupani                                       -         -        457,3334      11.52

            Sharadkumar A/L Kishorchandra                               457,333    11.52                -           -

            Sonal Domadia                                                     -         -        457,3335      11.52

            Kamal Kumar Kishorchandra Kamdar                            457,333    11.52                -           -

            Harsukhlal A/L Maganlal Kamdar                              309,333     7.79         547,3336      13.79

            Lalita Jaganath I/K Harsukhlal                              547,333    13.79         309,3337       7.79

            Notes:
            1
                     By virtue of her husband’s (Rajnikant A/L B.M. Kamdar) shareholdings in KH.
            2
                     By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in KH.
            3
                     By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in KH.
            4
                     By virtue of her husband’s (Kishorchandra A/L Maganlal Kamdar) shareholdings in
                     KH.
            5
                     By virtue of her husband’s (Sharadkumar A/L Kishorchandra) shareholdings in KH.
            6
                     By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in KH.

            7
                     By virtue of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in KH

            KH does not have any subsidiary company or associated company.

(iii)   Information on MS

        MS was incorporated in Malaysia under the Companies Act, 1965 11 May 2000 as a
        private limited company under the Mint Saga (M) Sdn. Bhd.. MS is principally
        involved in the letting out properties.

        The authorised share capital of MS as at 31 July 2002 is 5,000,000 ordinary shares of
        RM1.00 each, of which 3,500,000 ordinary shares of RM1.00 each is fully issued and
        paid-up.

        The Board of Directors of MS and their respective shareholdings in MS are as
        follows:

            Director                    Nationality            <---------No. of Shares Held------->
                                                               Direct         %      Indirect          %

            Harsukhlal A/L               Malaysian          1,278,000      36.51     220,0001         6.21
             Maganlal Kamdar

            Kishorchandra A/L            Malaysian            785,000      22.43             -           -
             Maganlal Kamdar

        Note:
        1
                     By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal) shareholdings in MS.




                                          21
The substantial shareholders of MS as at 31 July 2002 (5% or more) as shown in the
Register of Substantial Shareholders are as follows:

                                                       <----------------No. of Shares Held----------->
 Substantial Shareholders                                  Direct          %         Indirect          %

 Harsukhlal A/L Maganlal Kamdar                         1,278,000     36.51        220,0001        6.29

 Lalita Jaganath I/K Harsukhlal                           220,000      6.29      1,278,0002       36.51

 Kishorchandra A/L Maganlal Kamdar                        785,000     22.43                -           -

 Ansuya A/P Shantilal Rupani                                     -         -       785,0003       22.43

 Bipinchandra A/L Balvantrai                              352,000     10.06                -           -

 Mehta Trupti Ratilal                                            -         -       352,0004       10.06

 Hamendra A/L B.M. Kamdar                                 215,500      6.15                -           -

 Ila Hemendra Kamdar                                             -         -       215,5005        6.15

 Yashesh Chandrakant Patel                                195,000      5.57                -           -

 Jayesh R Kamdar A/L Rajnikant                            188,000      5.37                -           -

 Paresh R Kamdar                                          187,000      5.34                -           -

 Notes:
 1
          By virtue of his wife’s (Lalita Jaganath I/K Harsukhlal Maganlal Kamdar)
          shareholdings in MS.
 2
          By virtues of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholdings in
          MS.
 3
          By virtue of her husband’s (Kishorchandra A/L Maganlal Kamdar) shareholdings in
          MS.
 4
          By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholdings in MS.

 5
          By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholdings in MS

 MS does not have any subsidiary company or associated company.




                               22
 2A.5    Prospects of the Kamdar Group

         The Group’s business strategies have been carefully formulated to ensure that Kamdar Group
         maintains its competitive advantage of being able to provide quality products at reasonable
         prices to the low and middle income groups. Amongst these business strategies, Kamdar
         Group aims to open new outlets within the reach of the majority of the population of
         Malaysia’s towns and cities. In order to achieve this, Kamdar Group plans to embark on an
         expansion programme to areas of Malaysia not currently serviced by Kamdar Group.
         Additional outlets in major cities and towns across Malaysia are expected to be opened over
         the next 2-5 years. The timing and location of the new outlets will depend on the availability
         of suitable sites at economically viable prices and on the prevailing economic conditions.

 2A.6    Investment Considerations

 2A.6.1 No prior public market for PNSB Shares, PNSB ICULS and PNSB Warrants

         Prior to the ROS, there has been no prior public market for PNSB Shares, PNSB ICULS and
         PNSB Warrants. Therefore, there can be no assurance that an active market may develop upon
         the listing of PNSB Shares, PNSB ICULS and PNSB Warrants on the KLSE, or if developed,
         that such market may be sustained. There can be no assurance that the offer price will
         correspond to the price of the PNSB Shares, PNSB ICULS or PNSB Warrants that will be
         traded on the KLSE upon or subsequent to its listing.

         In addition, there can be no assurance that the market price of the PNSB Shares, PNSB
         ICULS and PNSB Warrants upon or subsequent to listing will remain at or above the implied
         value of the PNSB ICULS pursuant to the ROS Package B or exercise price of the PNSB
         Warrants.

2A.6.2   Competition

         The retail sector is highly competitive. In the general retail segment, Kamdar Group faces
         competition from retailers such as Jaya Jusco and Metrojaya, whilst in the textile sub-segment,
         Kamdar Group’s major competitor are Nagoya Textile Sdn. Bhd., Globe Silk Store, Popular
         Tex and many other smaller textile shops.

         The Directors of Kamdar Group believe that the textile and apparels retail sector is
         characterised by a large number of players competing for volume sales. Therefore, the
         competition amongst the key players is mainly through competitive pricing strategies. In this
         respect, Kamdar is able to sell its products at prices that are lower than the market in general,
         and yet is able to maintain its profit margins.

         Kamdar Group’s success in the increasingly competitive retailing sector is also attributed to its
         ability to carve a strong niche in Malay and Indian clothing and school uniforms, a niche in
         textiles, furnishing fabrics, home linens and to establish a wide marketing network that
         enables it to compete based on volume sales, thus distinguishing itself from the other retailers.

 2A.6.3 Business Risk

         Kamdar Group is subject to certain risks inherent in the retailing industry. These include
         increase in operating costs, changes in business and credit conditions, changes in consumer
         preferences and purchasing power, brand loyalty and reliance on suppliers for its business
         operations. The Group attempts to limit these risks through, for example, close monitoring of
         changes in consumer preferences and tastes and increasing the efficiency of operations, thus
         providing a fast and effective feedback from its retail outlets.




                                               23
       No assurance can be given that any changes to these factors will not have a material effect on
       the Group’s business. However, given Kamdar Group’s long track record in the retail industry
       and its ability to maintain its turnover and profits even through turbulent times, the Kamdar
       Group’s Directors believe that they will be able to address and overcome any such changes
       that may arise in the future. Furthermore, the Directors are confident of projecting a strong
       and steady growth in the Kamdar Group’s business in view of an anticipated improvement in
       the economic conditions.

2A.6.4 Control by the Kamdar Family

       Upon implementation of the Kamdar Proposals, the Kamdar family will collectively control
       and own approximately 70.46% of PNSB’s enlarged issued and paid-up share capital. As a
       result, it is likely that the said substantial shareholders will be able to jointly control the
       outcome of certain matters requiring the votes of PNSB’s shareholders unless they are
       required to abstain from voting by law and/or by the relevant authorities.

2A.6.5 Dependence on Key Personnel

       The Group believes that its continued success will depend to a significant extent upon the
       abilities and continued efforts of its Directors and senior management. Any loss of the
       Group’s Executive Directors or key members of the senior management may not materially
       impact on the Group’s performance as younger members of the management team have been
       groomed to eventually succeed the existing Executive Directors and senior management in the
       future. The Group’s future success will also depend upon its ability to attract and retain skilled
       personnel.

2A.6.6 Political and Economic Considerations

       Adverse developments in the political and economic conditions in Malaysia and the world
       where the Group is currently undertaking and may undertake new projects may affect the
       prospects of the Group. Such uncertainties may include risks of war, expropriation,
       nationalisation, renegotiations or nullification of existing contracts, changes in interest rates,
       methods of taxation and currency exchange controls.

2A.6.7 Forward Looking Statements

       Certain statements in this Circular are based on historical data which may not be reflective of
       the future results and others are forward looking in nature which are subject to uncertainties
       and contingencies. All forward looking statements are based on estimates and assumptions
       made by the Company or the Strategic Assets, although believed to be reasonable, are subject
       to known and unknown risks, uncertainties and other factors which may cause the actual
       results, performance and achievements to differ materially from future results, performance or
       achievements expressed or implied in such forward looking statements. In view thereof, the
       inclusion of a forward looking statement in the circular should not be regarded as a
       representation or warranty by the Company or the Strategic Assets or the advisers that the
       plans and objectives of PNSB and the Strategic Assets will be achieved.




                                             24
2A.7      Effects

2A.7.1 Share Capital

          The proforma effects of the Kamdar Proposals on the issued and paid-up share capital of
          PNSB are set out as follows:
                                                                                              No. of PNSB Shares

           Existing                                                                                               2
           Proposed Acquisitions                                                                        124,430,000
                                                                                                        124,430,002
           Proposed Share Swap                                                                            1,560,000
                                                                                                        125,990,002
           Full conversion of ICULS                                                                      48,000,000
                                                                                                        173,990,002
           Full exercise of warrants                                                                     50,000,000
           Enlarged share capital                                                                       223,990,002


          Note:        The Proposed ROS, Proposed Placement, Proposed Cash and Securities Transfers, Proposed
                       Put Option, Proposed Transfer of Listing Status, the Proposed Transfer to Main Board and the
                       Proposed Disposal of WHB, would not have any impact on the issued and paid-up share
                       capital of PNSB.

2A.7.2 NTA

          Based on the audited accounts of the PNSB Group as at 31 December 2001, the proforma
          effects of the Kamdar Proposals on the NTA of the PNSB Group, had the Kamdar Proposals
          been effected on that date, are as follows:

                                                                 After
                                                  After      Proposed          After           After           After
                                              Proposed     Share Swap      Proposed Full Conversion     Full Exercise
                                   Existing Acquisitions       of WH        Disposal      of ICULS       of Warrants
                                   RM’000      RM’000         RM’000        RM’000         RM’000            RM’000

       Ordinary Share capital             2      124,430       125,990       125,990         173,990         223,990
       Capital Reserve                    -          934           934          934            24,934         34,934
       Merger Reserve                     -    (176,580)      (176,580)    (176,580)        (176,580)      (176,580)
       Reserve on                         -        2,405         2,405         2,405            2,405          2,405
       consolidation / negative
       goodwill
       ICULS                              -       72,000        72,000        72,000                -               -
       Retained profit / (loss)           -       90,960        90,960        89,400           89,400         89,400
       Shareholders' Funds                2      114,149       115,709       114,149         114,149         174,149
       Less: Goodwill on                  -        (264)          (264)        (264)            (264)          (264)
       consolidation
                                          2      113,885       115,445       113,885         113,885         173,885


       NTA per share                   1.00         0.92           0.92         0.90             0.66           0.78

       Note:

       The Proposed ROS, Proposed Cash and Securities Transfers, Proposed Placement, Proposed Put Option,
       Proposed Transfer of Listing Status and the Proposed Transfer to Main Board would not have any impact
       on the NTA of PNSB Group.




                                                     25
     2A.7.3 Substantial Shareholders
                The proforma effects of the Kamdar Proposals on the shareholdings of the substantial shareholders of PNSB are as follows:


                                                                                                                    (a)                                               (b)
                                                      Existing as at 31.07.2002                After Proposed Acquisitions and Proposed Share          After (a) and Proposed Share Swap
                                                                                                             Swap Arrangement
                                                     Direct               Indirect                     Direct                   Indirect                  Direct                Indirect
                                                   No. of                 No. of                                                                                                No. of
                                                   PNSB                   PNSB                 No. of PNSB                No. of PNSB               No. of PNSB                 PNSB
                                                  Shares        %        Shares            %         Shares          %          Shares        %           Shares       %       Shares         %
VENDORS
Harsukhlal A/L Maganlal Kamdar                          -         -               -        -     30,142,180       24.22     7,116,8411       5.72    30,142,180     23.93   7,116,8411       5.65
                                                                                                                                        2                                              2
Lalita I/K Harsukhlal                                   -         -               -        -      7,116,841        5.72    30,142,180       24.22      7,116,841     5.65 30,142,180        23.93
                                                                                                                                        3                                               3
Kishorchandra A/L Maganlal                              -         -               -        -      8,457,538        6.80     4,699,191        3.78      8,457,538     6.71   4,699,191        3.73
Ansuya A/P Shantilal Rupani                             -         -               -        -      4,699,191        3.78    8,457,538 4       6.80      4,699,191     3.73   8,457,5384       6.71
                                                                                                                                        5                                               5
Sharadkumar A/L Kishorchandra                           -         -               -        -      5,553,005        4.46     1,327,227        1.07      5,553,005     4.41   1,327,227        1.05
Sonal Domadia                                           -         -               -        -      1,327,227        1.07     5,553,0056       4.46      1,327,227     1.05   5,553,0056       4.41
                                                                                                                                        7                                               7
Rajnikant A/L B.M. Kamdar                               -         -               -        -     11,975,431        9.62       749,274        0.60    11,975,431      9.52    749,274         0.59
                                                                                                                                        8                                               8
Baby @ SudhaKumari A/P Amartlal                         -         -               -        -        749,274        0.60    11,975,431        9.62       749,274      0.59 11,975,431         9.52
Bipinchandra A/L Balvantrai                             -         -               -        -     14,643,295       11.77       749,2749       0.60    14,643,295     11.62    749,2749        0.59
                                                                                                                                       10                                              10
Mehta Trupti Ratilal                                    -         -               -        -        749,274        0.60   14,643,295        11.77       749,274      0.59 14,643,295        11.62
Hamendra A/L B.M. Kamdar                                -         -               -        -     12,238,297        9.83      681,15911       0.55    12,238,297      9.71    681,15811       0.54
                                                                                                                                       12                                              12
Ila Hemendra Kamdar                                     -         -               -        -        681,159        0.55   12,238,297         9.83       681,159      0.54 12,238,297         9.71




                                                                                      26
     2A.7.3 Substantial Shareholders (cont’d)

                                                            (c)                                               (d)                                               (e)
                                                After (b) and Proposed ROS                 After (c) and Proposed Cash and Securities             After (d) and Proposed Placement
                                                                                                            Transfer
                                                Direct                Indirect                     Direct                Indirect                    Direct                 Indirect
                                             No. of                   No. of                                              No. of                                            No. of
                                             PNSB                     PNSB                 No. of PNSB                    PNSB            No. of PNSB                       PNSB
                                            Shares         %         Shares            %         Shares         %        Shares         %       Shares            %        Shares         %
VENDORS
Harsukhlal A/L Maganlal Kamdar          28,630,590       22.73    6,759,9411       5.37     25,675,237        20.37   6,062,1551       4.81   23,253,000        18.45   5,490,0001       4.36
                                                                              2                                                   2                                                 2
Lalita I/K Harsukhlal                    6,759,941        5.37 28,630,590         22.73       6,062,155        4.81 25,675,237        20.37    5,490,000         4.36 23,253,000        18.45
Kishorchandra A/L Maganlal               8,033,404        6.38    4,463,5333       3.55       7,204,166        5.72   4,002,7923       3.18    6,525,000         5.18   3,625,0003       2.88
                                                                              4                                                   4                                                 4
Ansuya A/P Shantilal Rupani              4,463,533        3.55    8,033,404        6.38       4,002,792        3.18   7,204,166        5.72    3,625,000         2.88   6,525,000        5.18
Sharadkumar A/L Kishorchandra            5,274,529        4.19    1,260,6685       1.00       4,730,073        3.75   1,130,5375       0.90    4,283,000         3.40   1,024,0005       0.81
                                                                              6                                                   6                                                 6
Sonal Domadia                            1,260,668        1.00    5,274,529        4.19       1,130,537        0.90   4,730,073        3.75   1,024,000          0.81   4,283,000        3.40
Rajnikant A/L B.M. Kamdar               11,374,878        9.03     711,6997        0.56     10,200,722         8.10    638,2357        0.51    9,238,000         7.33    578,0007        0.46
                                                                              8                                                   8                                                 8
Baby @ SudhaKumari A/P Amartlal            711,699        0.56 11,374,878          9.03        638,235         0.51 10,200,722         8.10     578,000          0.46   9,238,000        7.33
                                                                              9                                                   9                                                 9
Bipinchandra A/L Balvantrai             13,908,953       11.04     711,699         0.56     12,473,220         9.90    638,235         0.51   11,297,000         8.97    578,000         0.46
Mehta Trupti Ratilal                       711,699        0.56 13,908,95310       11.04        638,235         0.51 12,473,22010       9.90     578,000          0.46 11,297,00010       8.97
                                                                            11                                                  11                                                11
Hamendra A/L B.M. Kamdar                11,624,563        9.23    647,000          0.51     10,424,634         8.27   580,214          0.46    9,441,000         7.49   525,000          0.42
Ila Hemendra Kamdar                        647,000        0.51 11,624,56312        9.23        580,214         0.46 10,424,63412       8.27     525,000          0.42 9,441,00012        7.49




                                                                                  27
2A.7.3 Substantial Shareholders (cont’d)
                                                                         (f)                                                       (g)
                                                    After (e) and Full Conversion of ICULS                    After (f) and Full Exercise of Warrants
                                                           Direct                    Indirect                   Direct                          Indirect
                                                         No. of                      No. of
                                                         PNSB                        PNSB               No. of PNSB                      No. of PNSB
                                                        Shares           %          Shares        %           Shares            %              Shares             %
VENDORS
Harsukhlal A/L Maganlal Kamdar                     31,973,714        18.37       7,549,0401      4.34    39,773,908          17.76         9,390,7361           4.19
Lalita I/K Harsukhlal                               7,549,040         4.34      31,973,7142     18.37     9,390,736           4.19        39,773,9082          17.76
Kishorchandra A/L Maganlal                          8,971,929         5.16       4,984,5673      2.86    11,160,571           4.98         6,200,6243           2.77
Ansuya A/P Shantilal Rupani                         4,984,567         2.86       8,971,9294      5.16     6,200,624           2.77        11,160,5714           4.98
Sharadkumar A/L Kishorchandra                       5,889,591         3.39       1,407,9935      0.81     7,326,598           3.27         1,751,4535           0.78
Sonal Domadia                                       1,407,993         0.81       5,889,5916      3.39     1,751,453           0.78         7,326,5986           3.27
Rajnikant A/L B.M. Kamdar                          12,702,723         7.30         794,7797      0.46    15,801,725           7.05           988,6767           0.44
Baby @ SudhaKumari A/P Amartlal                       794,779         0.46      12,702,7238      7.30       988,676           0.44        15,801,7258           7.05
Bipinchandra A/L Balvantrai                        15,533,588         8.92         794,7799      0.46    19,322,981           8.63           988,6769           0.44
Mehta Trupti Ratilal                                  794,779         0.46     15,533,58810      8.92       988,676           0.44        19,322,9810           8.63
Hamendra A/L B.M. Kamdar                           12,981,775         7.46        722,07211      0.42    16,148,802           7.21          898,34211           0.40
Ila Hemendra Kamdar                                   722,072         0.42     12,981,77512      7.46       898,342           0.40       16,148,80212           7.21
Note:
*       Proposed Put Option, Proposed Transfer of Listing Status and the Proposed Transfer to Main Board would not have any impact on the shareholding structure of PNSB Group.
^       Assuming that the creditors place out all the share received by them pursuant to the Proposed Transfers of Cash and Securities
1       By virtue of his wife’s (Lalita I/K Harsukhlal) shareholding in PNSB.
2       By virtue of her husband’s (Harsukhlal A/L Maganlal Kamdar) shareholding in PNSB.
3       By virtue of his wife’s (Ansuya A/P Shantilal Rupani) shareholding in PNSB.
4       By virtue of her husband’s (Kishorchandra A/L Maganlal) shareholding in PNSB.
5       By virtue of his wife’s (Sonal Domadia) shareholding in PNSB.
6       By virtue of her husband’s (Sharadkumar A.L Kishorchandra) shareholding in PNSB.
7       By virtue of his wife’s (Baby @ SudhaKumari A/P Amartlal) shareholding in PNSB.
8       By virtue of her husband’s (Rajnikant A/L B.M. Kamdar) shareholding in PNSB.
9       By virtue of his wife’s (Mehta Trupti Ratilal) shareholding in PNSB.
10      By virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholding in PNSB.
11      By virtue of his wife’s (Ila Hemendra A/L B.M. Kamdar) shareholding in PNSB.
12      By virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholding in PNSB.




                                                                                       28
      2A.7.4 Profits and EPS

                  The Kamdar Proposals are expected to be completed by mid 2003 and therefore is not
                  expected to have any effect on the earnings of PNSB Group for the current financial year
                  ending 31 December 2002. However, the Kamdar Proposals are expected to contribute
                  positively to the earnings of PNSB Group thereafter.

      2A.7.5 Dividend

                  No dividends are expected to be declared by PNSB in the financial year ending 31 December
                  2002 as the Kamdar Proposals are expected to be completed only in mid 2003. However,
                  PNSB expects to declare a dividend rate of 5% for the financial year ending 31 December
                  2003.

      2A.7.6 Gearing

                  Based on the audited accounts of the Kamdar Group as at 31 December 2001, the proforma
                  effects of the Kamdar Proposals on the gearing of the Kamdar Group are as follows:

                                 Existing              After           After           After              After          After
                                                   Proposed        Proposed        Proposed    Full Conversion    Full Exercise
                                                 Acquisitions    Share Swap         Disposal         of ICULS      of Warrants


                                     RM                  RM             RM              RM                 RM              RM

Borrowings as at 31.12.01               -         35,212,000      35,212,000      35,212,000        35,212,000       35,212,000
Bonds                                             60,000,000      60,000,000      60,000,000        60,000,000       60,000,000
Total Borrowings                        -        100,312,000      95,212,000      95,212,000        95,212,000       95,212,000


Shareholders' funds                    2         114,149,002     115,709,002    114,149,002        114,149,002     174,149,002


Gearing (times)                         -               0.88            0.82            0.83              0.83             0.55

Note:
The Proposed ROS, Proposed Cash and Securities Transfers, Proposed Placement, Proposed Put Option, Proposed Transfer of
Listing Status and the Proposed Transfer to the Main Board would not have any impact on the gearing of PNSB Group.

2A.7.7 Group Structure

           A diagram illustrating the group structure of WHB and PNSB before and after the Kamdar
           Proposals are shown in Table 6 below.




                                                       29
2A.8   Conditions Precedent

       The Kamdar Proposals are subject to and conditional upon, inter-alia, the following being
       fulfilled:

       (i)      The SC, for the Kamdar Proposals and for the admission and the listing of and
                quotation for the PNSB Shares to be issued pursuant to the Kamdar Proposals on the
                Official List of the KLSE;

       (ii)     The approval of the FIC for the Kamdar Proposals;

       (iii)    The approval of the Ministry of International Trade and Industry for the Workout
                Proposal, if required;

       (iv)     The approval of the KLSE, for the admission and the listing of and quotation for the
                PNSB Shares, PNSB ICULS and PNSB Warrants and the new PNSB Shares to be
                issued pursuant to the conversion of the PNSB ICULS and the exercise of the PNSB
                Warrants on the Official List of the KLSE and for the Proposed Transfer of Listing
                Status;

       (v)      The approval of Danaharta on the Workout Proposal of WHB Group, which include
                the Kamdar Proposals, pursuant to the Danaharta Act. Danaharta had approved the
                Workout Proposal on 23 August 2002;

       (vi)     The approval of the Secured Creditors on the Workout Proposal. The Secured
                Creditors have approved the Workout Proposal on 28 August 2002;

       (vii)    WHB being satisfied, at its absolute discretion, with the due diligence review to be
                conducted by WHB on the Kamdar Group and PNSB and other relevant aspects of
                the Kamdar Proposal;

       (viii)   The approval of any other relevant bodies, persons, courts, authorities or regulatory
                bodies, as the Company may deem necessary or expedient; and

       (ix)     The obtaining of the waiver or exemption from any obligation to undertake any
                mandatory offer under the relevant laws (if required) in relation to the PNSB Shares
                not held by the Vendors.

       The Kamdar Proposals which forms part of the Workout Proposal can be implemented
       pursuant to Section 47 (3) of the Danaharta Act without the necessity for the approval of the
       shareholders of WHB or confirmation by a Court if the workout proposal is approved by
       Danaharta and the secured creditors of WHB in accordance with the Danaharta Act.

       The Proposed Acquisition of the Revenue-Based Companies, the Proposed Acquisition of the
       Asset-Based Companies, the Proposed Share Swap, the Proposed Cash and Securities
       Transfers, Proposed Put Option, the Proposed Transfer of Listing Status and the Proposed
       Disposal of WHB, are inter-conditional.

       The Proposed ROS and the Proposed Placement are conditional upon the Proposed
       Acquisition of the Revenue-Based Companies, the Proposed Acquisition of the Asset-Based
       Companies, the Proposed Share Swap, the Proposed Cash and Securities Transfers, Proposed
       Put Option and the Proposed Transfer of Listing Status and the Proposed Disposal of WHB.




                                           30
2B     PROPOSED SALE OF WATCH BUSINESS AND PROPERTIES

2B.1   Proposed Sale of WHB’s Watch Business

       On 31 May 2002, the Special Administrators, on behalf of WHB, announced that it had
       entered into an agreement with Tema Anggun Sdn. Bhd. (“Tema Anggun”) for the:

       (i)      proposed disposal of WHB’s core business in the retailing / wholesaling of watches
                (“the Watch Business”);

       (ii)     asset and rights owned by, or are under the control of WHB and used in the conduct
                of the Watch Business; and

       (iii)    the proposed disposal of WHB’s 815,999 ordinary shares of RM1.00 each
                representing 51% equity interest in Philippe Charriol (M) Sdn. Bhd. (“PCMSB”)
                (“PCMSB Shares”)

       for a total cash consideration of RM5 million ( “Tema Anggun SBA”).

2B.1.1 Salient Terms of the Tema Anggun SBA

       The salient terms of the Tema Anggun SBA are as follows:

       (a)      WHB shall sell and Tema Anggun shall purchase:

                (i)      the Watch Business as a going concern as at the Tema Anggun Completion
                         Date (as defined below);

                (ii)     the assets and rights owned by, or (although subject to reservation of title
                         WHB) are under the control of, WHB and used in the conduct of the Watch
                         Business as at the Tema Anggun Completion Date, including:
                         -        all plant, machinery, tools, equipment, vehicles and other chattels
                                  owned by WHB as at the completion date of this agreement;
                         -        the stocks, including raw materials, work in progress and finished
                                  goods, owned by WHB;
                         -        the contracts and engagements of WHB in relation to the Business;
                         -        all intellectual property and intellectual property rights of WHB
                                  used in or for the purpose of the Business; and
                         -        the trade debts owed to WHB in connection with the Business;
               (iii)    the PCMSB Shares as at the Tema Anggun Completion Date.
       (b)      The proposed disposal of the PCMSB Shares is conditional on the settlement of
                liabilities in PCMSB by the Company.
       A deposit of RM500,000, which will also form part of the RM5 million purchase
       consideration has been paid by Tema Anggun upon execution of the Tema Anggun SBA, and
       the remainder of the said purchase consideration shall be paid on the Tema Anggun
       Completion Date.
       Tema Anggun Completion Date is defined as the day which is no later than a date falling
       thirty (30) days after the last of the conditions precedent of the Tema Anggun SBA is fulfilled.
       The Tema Anggun SBA is conditional upon, inter-alia, the approval from:
       (i)      Danaharta on the Workout Proposal in accordance with Danaharta Act (approved on
                23 August 2002);




                                            31
        (ii)     Secured Creditors for the Workout Proposal in accordance with Danaharta Act
                 (approved on 28 August 2002);

        (iii)    Securities Commission (“SC”) on the Workout Proposal (where required);

        (iv)     Foreign Investment Committee (“FIC”) on the Workout Proposal (where required);

        (v)      any other relevant authorities; and

       (vi)      the due completion of the Proposed Sale of WHB’s Properties, as detailed out in
                 Section 2B.2 below.

2B.1.2 Basis for Arriving at the Purchase Consideration
        The purchase consideration for the Proposed Sale of WHB’s Watch Business is the highest
        offer received by the Special Administrators for the Watch Business together with the
        Company’s Properties (as defined in Section 2B.2 below) in the expression of interest exercise
        conducted in January/February 2002.

2B.1.3 Cost of investment

        The original cost of WHB’s investment in PCMSB is RM815,999, which is the same amount
        as at the date of incorporation of the PCMSB.

2B.1.4 Proposed utilisation of proceeds from the Proposed Sale of WHB’s Watch Business and
       PCMSB Shares

        The proceeds from the proposed disposal of the Watch Business and PCMSB Shares will be
        utilised towards the settlement of WHB’s debts. Please see Section 2C below.

2B.1.5 Liabilities assumed by pursuant to the Proposed Sale of WHB’s Watch Business and
       PCMSB Shares

        There are no liabilities to be assumed by Tema Anggun pursuant to the Proposed Sale of
        WHB’s Watch Business and PCMSB Shares.

2B.1.6 Information on PCMSB

        PCMSB was incorporated in Malaysia under the Companies Act, 1965 on 6 October 1990 as a
        private limited company under the name of Philippe Charriol (M) Sdn. Bhd.. PCMSB’s
        principal activity is as a dealer of watches, pens, lighters and leather accessories.

        Based on the latest Annual Return available dated 21 June 2002, the authorised share capital
        of PCMSB is 5,000,000 ordinary shares of RM1.00 each, of which 1,600,000 ordinary shares
        of RM1.00 each is fully issued and paid-up.

        Based on the latest Form 49 available dated 14 November 2000, the directors of PCMSB are
        Y.A.Bhg. Tun Abdul Ghafar bin Baba, Mah Weng Kee, Low Chan Fai, Philippe Charriol and
        Ling Chun Pui. Based on the latest Annual Return available dated 21 June 2002, none of these
        directors hold shares in PCMSB.

        Based on the latest Annual Return available dated 21 June 2002, the substantial shareholders
        of PCMSB and their respective shareholdings in PCMSB are as follows:

         Substantial Shareholders                          <---------No. of Shares Held------->
                                                          Direct          %         Indirect       %

         Philippe Charriol International Ltd             429,121      26.82                 -       -



                                               32
        Substantial Shareholders                           <---------No. of Shares Held------->
                                                          Direct          %         Indirect        %

        WHB                                              815,999      51.00                 -        -

        Philippe Charriol (Far East) Ltd                 354,880      22.18                 -        -

2B.1.7 Information on Tema Anggun

       Tema Anggun was incorporated in Malaysia under the Companies Act, 1965 on 23 April 2002
       as a private limited company under the name of Tema Anggun Sdn. Bhd.. Tema Anggun is a
       nominee company of Olei Lah Sdn. Bhd. (formerly known as Premier Freeway Sdn. Bhd.)
       (“Olei Lah”).

       Based on the latest Form 24 available dated 23 April 2002, the authorised share capital of
       Tema Anggun is 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of
       RM1.00 each is fully issued and paid-up.

       Based on the latest Form 49 available dated 26 July 2002, the current directors of Tema
       Anggun are Tan Sri Shamsuddin bin Abdul Kadir and Dato’ Mokhzani bin Mahathir. Based
       on the latest Form 24 available dated 23 April 2002, none of these directors holds shares in
       Tema Anggun.

       Based on the latest Form 24 available dated 23 April 2002, the substantial shareholders of
       Tema Anggun and their respective shareholdings in Tema Anggun are as follows:

        Substantial Shareholders                           <---------No. of Shares Held------->
                                                          Direct          %         Indirect        %

        Ng Siew Huang                                          1      50.00                 -        -

        Ng Lui Keng @ Ng Joo Keng                              1      50.00                 -        -

2B.1.8 Information on Olei Lah

       Olei Lah was incorporated in Malaysia under the Companies Act, 1965 on 19 April 1999 as a
       private limited company under the name of Premier Freeway Sdn. Bhd.. The company
       subsequently changed its name to Olei Lah Sdn. Bhd. on 15 October 2001.

       Based on the latest Form 24 filed dated 19 April 1999 available, the authorised share capital of
       Olei Lah is 100,000 ordinary shares of RM1.00 each of which 2 ordinary shares of RM1.00
       each is fully paid up.

       Based on the latest Form 49 dated 1 September 1999 available, the directors of Olei Lah is Ng
       Kee Sean and Johari bin Hassan. Based on the latest Form 24 dated 19 April 1999, these
       directors do not hold any shares in Olei Lah.

       Based on the latest Form 24 filed dated 19 April 1999 available, the substantial shareholders
       of Olei Lah and their respective shareholdings in Olei Lah are as follows:

        Substantial Shareholders                           <---------No. of Shares Held------->
                                                          Direct          %         Indirect        %

        Chua Yeong Wei                                         1      50.00                 -        -

        Lai Sook Hean                                          1      50.00                 -        -




                                            33
2B.2   Proposed Sale of WHB’s Properties

       On 6 August 2002, the Special Administrators, on behalf of WHB, announced that the
       Company had entered into four (4) separate agreements with Reward Empire Sdn. Bhd.
       (“Reward Empire”) for the proposed disposal of four (4) properties belonging to the Company
       as follows:

              Property                                                     Purchase Consideration
                                                                                             RM

        1.    Shoplot No. G066, Ground Floor                                              836,520
              Sungei Wang Plaza
              Jalan Sultan Ismail
              Kuala Lumpur

        2.    Shoplot No.G067, Ground Floor                                               557,680
              Sungei Wang Plaza
              Jalan Sultan Ismail
              Kuala Lumpur

        3.    Land held under Geran 8417 Lot 43840 Daerah                                3,857,685
              Wilayah Persekutuan, Negeri Wilayah Persekutuan
              with the buildings thereon known as No. 38, Jalan
              Telawi, Bangsar Baru, 59100 Kuala Lumpur

        4.    Land held under Geran 8418 Lot 43841 Daerah                                2,077,215
              Wilayah Persekutuan, Negeri Wilayah Persekutuan
              with the buildings thereon known as No. 40, Jalan
              Telawi, Bangsar Baru, 59100 Kuala Lumpur

              Total                                                                      7,329,100




                                            34
Together with the above, the Special Administrators, had also, on behalf of WHB, announced
that WHB had entered into four (4) separate agreements with Orbit Master Sdn. Bhd. (“Orbit
Master”) for the proposed disposal of four (4) properties belonging to the Company as
follows:

        Property                                                        Purchase Consideration
                                                                                          RM

 1.     Land held under CT 12577, Lot 574, Section 57                                 1,230,900
        Town of Kuala Lumpur District of Kuala Lumpur
        with the building(s) thereon known as 25, Changkat
        Bukit Bintang
        50200, Kuala Lumpur

 2.     Land held under CT 12578, Lot 575, Section 57                                 1,230,900
        Town of Kuala Lumpur District of Kuala Lumpur
        with the building(s) thereon known as 27, Changkat
        Bukit Bintang
        50200, Kuala Lumpur

 3.     Land held under CT 12579, Lot 576, Section 57                                 1,230,900
        Town of Kuala Lumpur District of Kuala Lumpur
        with the building(s) thereon known as 29, Changkat
        Bukit Bintang
        50200, Kuala Lumpur

 4.     Lot B-1, Block B, Kuala Lumpur Plaza                                          1,978,200
        179 Jalan Bukit Bintang
        55100 Kuala Lumpur

        Total                                                                         5,670,900

Hereinafter, Reward Empire and Orbit Master shall be collectively referred to as the “Property
Purchasers”, all of the four (4) properties mentioned above shall be collectively referred to as
the “Properties” and the agreements in relation to the above mentioned Proposed Disposal of
WHB’s Properties shall be collectively referred to as the “Property SPAs”.




                                      35
                             The details of the Properties to be disposed off pursuant to the Proposed Sale of the Company’s properties are as follows:


No   Location                       Title/Lot No.              Description         Floor    Acquisition   Acquisition     Market        Audited      Terms of       Charged to     Rental per month/
                                                                                    Area      Price          Date        Value as at   NBV as at      Tenure                       Details of Tenancy
                                                                                  (square                               27/09/2001 *   31/12/2001
                                                                                    feet)    RM’000                       RM’000
                                                                                                                                        RM’000

1    Shoplot Nos. G066 &      Lot G066                    corner unit shoplot      379.5      588.5        31/12/91         880           782       In perpetuity   RHB Bank     Own use as watch retail outlet
     G067, Ground Floor                                                                                                                                              Berhad
     Sungei Wang Plaza        Lot G067                    intermediate unit
     Jalan Sultan Ismail                                  shoplot                  310.5      481.5                         600
     Kuala Lumpur             No individual
                              strata title                Both lots are on the
                              (Parent Title No. 11043)    Ground Floor

                              Lot 1197 Section 67, Town
                              of Kuala Lumpur, District
                              of Kuala Lumpur, Federal
                              Territory of Kuala
                              Lumpur)

2.   Nos. 25, 27, 29 Jalan    Geran 28513                 3 units of 2-storey    248.879      1,600        03/05/95        1,520         4,426      In perpetuity   RHB Bank     RM15,000
     Changkat                                             commercial buildings                                                                                       Berhad
     Bukit Bintang            Geran 28512                                        195.647      1,300                        1,200                                                 3 year tenancy expiring on
     Kuala Lumpur                                                                                                                                                                15/08/04
                              Geran 28519                                        195.647      1,300                        1,200

                              Lot 574, 575 & 576
                              Section 57, Town of Kuala
                              Lumpur, District of Kuala
                              Lumpur, Federal Territory
                              of Kuala Lumpur




                                                                                                   36
No    Location                     Title/Lot No.             Description          Floor    Acquisition   Acquisition     Market        Audited      Terms of       Charged to     Rental per month/
                                                                                   Area      Price          Date        Value as at   NBV as at      Tenure                       Details of Tenancy
                                                                                 (square                               27/09/2001 *   31/12/2001
                                                                                   feet)    RM’000                       RM’000
                                                                                                                                       RM’000

3     Lot B-1, Block B,      No individual                   4 ½ Storey           7,005      1,700        16/06/92        2,100         1,646        Freehold       Maybank     Ground Floor
      Kuala Lumpur Plaza,    strata title                   Shoplot/Office                                                                                           Berhad     - RM7,972.03
      179 Jalan Bukit        (Parent Titles Nos. G2715-       Building                                                                                                          - 2 year tenancy expiring on
      Bintang, 55100 Kuala   G27212,      G26456     &                                                                                                                          14/01/04
      Lumpur                 G8335)
                                                                                                                                                                                Mezzanine Floor
                             Parent Lots Nos 845 to                                                                                                                             - RM6,180.50
                             883, 955 and 1217, Section                                                                                                                         - 3 year tenancy expiring on
                             67, Town of Kuala                                                                                                                                  31/12/03
                             Lumpur, District of Kuala
                             Lumpur, Federal Territory                                                                                                                          2nd Floor
                             of Kuala Lumpur                                                                                                                                    - RM5,280
                                                                                                                                                                                - 3 year tenancy expiring on
                                                                                                                                                                                31/08/03

                                                                                                                                                                                3rd Floor
                                                                                                                                                                                - own use

4     No. 38 and 40, Jalan   Geran 8417                   One unit of 3 storey    246        1,900        03/10/91        3,800         3,109      In perpetuity    Maybank     Ground Floor
      Telawi, Bangsar                                      intermediate shop                                                                                         Berhad     - RM24,000
      Baru, Kuala Lumpur                                         office                                                                                                         - month to month tenancy
                                                                                                                                                                                pending execution of tenancy
                             Geran 8418                   One unit of 3 storey    167        1,100                        2,500                                                 agreement
                                                           corner shop office
                             Lot 43840 and 43841,                                                                                                                               1st Floor
                             Town of Kuala Lumpur,                                                                                                                              - RM9,000
                             District of Kuala Lumpur,                                                                                                                          - month to month tenancy
                             Federal Territory of Kuala                                                                                                                         pending execution of tenancy
                             Lumpur                                                                                                                                             agreement

                                                                                                                                                                                2nd Floor
                                                                                                                                                                                - RM6,800
                                                                                                                                                                                - 3 year tenancy expiring on
                                                                                                                                                                                30/04/05

* Based on valuation conducted by C H Williams Talhar & Wong on 27 September 2001 via the Comparison Method.




                                                                                                  37
2B.2.1 Salient Terms of the Property SPAs

        The salient terms of the Property SPAs are as follows:

        Pursuant to the Proposed Sale of the WHB’s Properties, the Property Purchasers shall become
        entitled to, amongst others, all the estate right, title, benefit, advantage, property claims and
        demands relating to the Properties for which WHB is presently entitled to.

        The Property SPAs is conditional upon, inter-alia, the approval from:
        (i)      Danaharta on the Workout Proposal in accordance with Danaharta Act (approved on
                 23 August 2002);

        (ii)     Secured Creditors on the Workout Proposal in accordance with Danaharta Act
                 (approved on 28 August 2002);

        (iii)    SC on the Workout Proposal;

        (iv)     SC for the acquisition by the purchaser of the Properties (if required);

        (v)      FIC for the acquisition by the purchaser of the Properties (if required);

        (vi)     any other relevant authorities; and

        (vii)    the consent of the relevant developers of the Properties (where applicable).

        (viii)   due completion of the Tema Anggun SBA.

2B.2.2 Basis for Arriving at the Purchase Consideration
        The purchase consideration for the Proposed Sale of the Companies’ Properties is the highest
        offer received by the Special Administrators for the Proposed Sale of Properties and Watch
        Business in the expression of interest exercise conducted in January/February 2002.

2B.2.3 Proposed utilisation of proceeds from the Proposed Sale of the WHB’s Properties

        The proceeds from the Proposed Sale of WHB’s Properties will be utilised towards the
        settlement of the Company’s debts. Please see Section 2C below.

2B.2.4 Liabilities assumed by pursuant to the Proposed Sale of WHB’s Properties

        There are no liabilities to be assumed by Reward Empire and Orbit Master pursuant to the
        Proposed Sale of WHB’s Properties.

2B.2.5 Information on Reward Empire

        Reward Empire was incorporated in Malaysia under the Companies Act, 1965 on 21 May
        2002 as a private limited company under the name of Reward Empire Sdn. Bhd.. Reward
        Empire is a nominee company of Olei Lah.

        Based on the latest Form 24 available dated 21 May 2002, the authorised share capital of
        Reward Empire is 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of
        RM1.00 each is fully issued and paid-up.

        Based on the latest Form 49 available dated 22 August 2002, the directors of Reward Empire
        are Lim Phooi Kee, Leong Oi Wah, Ting Nicole Bin Shun and Dr Ting Jack Chang. Based on
        the latest Form 24 available dated 21 May 2002, none of these directors hold shares in Reward
        Empire.




                                              38
       Based on the latest Form 24 available dated 21 May 2002, the substantial shareholders of
       Reward Empire and their respective shareholdings in Orbit Master are as follows:

        Substantial Shareholders                          <---------No. of Shares Held------->
                                                         Direct          %         Indirect       %

        Ng Ah Phong                                           1      50.00                 -       -

        Teng Mee Leng                                         1      50.00                 -       -

2B.2.6 Information on Orbit Master

       Orbit Master was incorporated in Malaysia under the Companies Act, 1965 on 21 May 2002
       as a private limited company under the name of Orbit Master Sdn. Bhd.. Orbit Master is a
       nominee company of Olei Lah.

       Based on the latest Form 24 available dated 21 May 2002, the authorised share capital of Orbit
       Master is 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00
       each is fully issued and paid-up.

       Based on the latest Form 49 available dated 22 August 2002, the directors of Orbit Master as
       at 31 July 2002 are Lim Phooi Kee, Leong Oi Wah, Ting Nicole Bin Shun and Dr Ting Jack
       Chang. Based on the latest Form 24 available dated 21 May 2002, none of these directors hold
       shares in Reward Empire.

       Based on the latest Form 24 available dated 21 May 2002, the substantial shareholders of
       Reward Empire and their respective shareholdings in Orbit Master are as follows:

        Substantial Shareholders                          <---------No. of Shares Held------->
                                                         Direct          %         Indirect       %

        Ng Ah Phong                                           1      50.00                 -       -

        Teng Mee Leng                                         1      50.00                 -       -

2B.3   Effects of the Proposed Sale of Watch Business and Properties

       The Proposed Sale of Watch Business and Properties is not inter-conditional upon the Kamdar
       Proposals. The effects of the Proposed Sale of Watch Business and Properties on WHB are as
       follows:

2B.3.1 Share Capital

       The Proposed Sale of Watch Business and Properties will not have any effect on the share
       capital of the Company as the consideration for the Proposed Sale of Watch Business and
       Properties are to be wholly satisfied by cash.

2B.3.2 Net Tangible Liabilities (“NTL”)

       Based on the consolidated audited accounts of WHB as at 31 December 2001, the proforma
       effects of the Proposed Sale of Watch Business and Properties on the NTL of the WHB
       Group, had the Proposed Sale of Watch Business and Properties been effected on that date, are
       as follows:




                                           39
                                                                     After Proposed Sale        After Proposed Sale
                                            Audited as at 31        of the WHB’s Watch                of the WHB’s
                                            December 2001                       Business                  Properties
                                                   RM’000                       RM’000                      RM’000

        Ordinary Share capital                           15,600                     15,600                     15,600
        Share Premium                                     1,625                      1,625                      1,625
        Retained profit / (loss)                    (113,835)                 *#(113,163)                   (110,127)
        Shareholders' Funds / NTL                       (96,610)                  (95,938)                   (92,902)


        NTL per share (RM)                                (6.19)                     (6.15)                     (5.96)

        *          After deducting estimated incidental costs of RM126,000
        #         Includes the gain/loss on disposal of PCMSB based on audited account of PCSMB as at 31 December 2001

2B3.3   Substantial Shareholders

        The Proposed Sale of Watch Business and Properties will have no effect on the Company’s
        shareholding structure as the consideration for the Proposed Sale of Watch Business and
        Properties is to be wholly satisfied by cash.

2B.3.4 Loss Per Share

        Based on the consolidated audited accounts of WHB as at 31 December 2001, the proforma
        effects of the Proposed Sale of Watch Business and Properties on the losses of the WHB
        Group, had the Proposed Sale of Watch Business and Properties been effected on that date, are
        as follows:

                                                                      (I)
                                                             After Proposed Sale of    After (I) and
                                            Audited as at 31 WHB’s Watch Business After Proposed Sale of
                                            December 2001         and PCMSB         WHB’s Properties
                                                   RM’000                   RM’000                RM’000

        Loss After Taxation &                           (56,461)                 *(55,789)                   (52,753)
        Minority Interest
        Issued and Paid Up                               15,600                     15,600                     15,600
        Ordinary Share Capital
        Loss Per Share (sen)                             (361.9)                  (357.62)                   (338.16)

        *    After deducting estimated incidental cost of RM126,000

2B.3.5 Gearing

        The borrowings of the Group is expected to be reduced from RM119.512 million to RM101.64
        million after the Proposed Sale of Watch Business and Properties, as the proceeds from the
        Proposed Sale of Watch Business and Properties are proposed to be utilised to part settle the
        debts owing to the creditors of WHB.

2C      PROPOSED DEBT SETTLEMENT

        The total outstanding debts owing to the creditors of WHB (“Outstanding Debts”) shall be
        settled in the manner and priority set out in the Workout Proposal. The Cut-Off date of the
        debt to be addressed for settlement is 31 December 2001.




                                                   40
                    The total debts of RM125,424,787 as at the Cut-Off Date will be settled in the following
                    manner:


                                                                                           Proposed Settlement
                                                                                                                  Settlement to
                                                                                                                        Secured
                                                                                                                      Creditors
                                                                                                                       For The
                                                                                                                    Remaining                  Total
                                            Outstanding                                                  PNSB        Properties            Amounts
                                                Amount              Cash        PNSB Shares             ICULS                **               Settled
               Creditors                            RM               RM                RM                 RM                RM                   RM
1   Special Administration Creditors*        2,053,012*         2,053,012                 -                  -                -            2,053,012
2   Priority and Essential Creditors*           353,663*          353,663                  -                  -               -             353,663
3   Secured Creditors                        29,342,255*       13,877,791          1,317,155          1,101,228      5,812,000            22,108,174
4   Hire Purchase Creditors*                     67,038*           67,038                                                     -               67,038
5   Unsecured Creditors*                     93,608,819*       13,856,418         10,882,845          9,098,772               -           33,838,035
                                   Total     125,424,787       30,207,922         12,200,000         10,200,000      5,812,000       ***58,419,922


                    Notes:
                    *           These amounts include such amounts up to 31 May 2002 and provisions made by the Special
                                Administrators.
                    **         The Proposed Transfer Value is the value attributed to the three (3) properties belonging to WHB which
                               the Special Administrators did not receive any offers during the January/February 2002 expression of
                               interest exercise for WHB (“the Remaining Properties”).The Remaining Properties are currently charged
                               to a Secured Creditor. Based on the Workout Proposal, the Secured Creditor may choose any of the
                               following options:
                               (i)         transfer the Remaining Properties to the Secured Creditor at the Proposed Transfer Value
                                           above; or
                               (ii)        the Remaining Properties remain charged to the Secured Creditor and ownership shall remain
                                           with WHB but an amount equivalent to the Transfer Value above shall remain as obligation to
                                           be paid and settled by WHB. The Secured Creditor shall deal with the Remaining Properties in
                                           accordance with the powers vested upon the charge documents created by the Company in
                                           respect of the Remaining Properties.

                    ***         The remaining RM67.0 million represents a haircut taken by the unsecured creditors of WHB.

                    The above Outstanding Debt amount shall be settled from the following source:

                                                                                                                                  Remaining
                                                                       Cash        PNSB Shares           PNSB ICULS               Properties
                                                                        RM                RM                    RM                      RM

                     Proceeds from the Proposed                 18,000,000                       -                    -                      -
                     Sale of Watch Business and
                     Properties

                     Proceeds from the Vendors                  10,000,000            12,200,000            10,200,000                       -
                     pursuant to the Kamdar
                     Proposals

                     WHB’s existing Cash Balance                  2,207,922                      -                    -                      -
                     as at the Cut-Off Date


                     Proposed Transfer Value                                -                    -                    -            5,812,000

                                                                30,207,922            12,200,000            10,200,000             5,812,000




                                                                 41
      2D       PROPOSED LIQUIDATION OF WHB AND ITS SUBSIDIARIES

              After the completion of the Kamdar Proposals, WHB and its subsidiaries shall be wound up
              and the debts due and owing to the creditors of WHB shall be settled in accordance with the
              Companies Act, 1965 by the liquidators of the respective companies. However, the Special
              Administrators may choose to liquidate the subsidiaries first, upon the approval of the
              Workout Proposal by the Secured Creditors.


3.    THE SALIENT TERMS OF THE WORKOUT PROPOSAL

3.1   The Workout Proposal is subject to and conditional upon the fulfilment of the following condition
      precedents:

      (i)     the approval of Danaharta, on the Workout Proposal pursuant to Section 45(2) of the
              Danaharta Act;

      (ii)    the approval of the secured creditors of WHB for the Workout Proposal pursuant to Section
              46(4) of the Danaharta Act;

      (iii)   the approval of SC for the Workout Proposal, if required;

      (iv)    the approval of the FIC for the Workout Proposal, if required;

      (v)     the approval of the KLSE for the transfer of listing status from WHB to PNSB and the listing
              of and quotation for the new securities to be issued pursuant to the Workout Proposal; and

      (vi)    the approval of any other relevant authorities being obtained.

3.2   The implementation of the Kamdar Proposals, and the Proposed Sale of the Watch Business and
      Properties (as defined in the Workout Proposal) are not inter-conditional on each other. Each of the
      part will be implemented as soon as the relevant conditions precedent for each of the parts of the
      Workout Proposal are obtained.

3.3   If any of the conditions set out above or any other approvals required for the implementation of the
      Workout Proposal is not obtained within six (6) months from the date of approval of the Workout
      Proposal in accordance with Section 3.1(i) and (ii) above, such period may be extended as determined
      by the Special Administrators. If all the actions referred to above and the relevant approvals required
      for the implementation of the Workout Proposal have been obtained upon the terms set out in the
      Workout Proposal, then the Special Administrators shall as soon as possible thereafter determine the
      Effective Date to implement all the terms of the Workout Proposal in full.

3.4   If the approvals of the relevant regulatory authorities required for the implementation of the Workout
      Proposal are obtained, but with conditions/modifications, Danaharta may direct the Special
      Administrators to abandon the Workout Proposal or otherwise discontinue the implementation of the
      Workout Proposal if such conditions/modification are deemed not in the interest of WHB pursuant to
      Section 49 of the Act. The decision of Danaharta shall be binding on WHB, its members and creditors
      of WHB and all other persons affected by the Workout Proposal and shall be final and conclusive.

3.5   Accordingly, the Special Administrators shall make the necessary changes to the Workout Proposal
      arising from the conditions imposed, namely the Kamdar Proposals and, the Proposed Sale of Watch
      Business and Properties (as defined in the Workout Proposal).

3.6   If the necessary changes affect the purchase conditions of the Strategic Assets and the undertakings of
      the Vendors, the Special Administrators shall notify the Vendors in writing of such changes required to
      be mutually agreed by WHB and the Vendors, failing which the part of the Workout Proposal relating
      to the Kamdar Proposals shall lapse.




                                                    42
4.      RATIONALE FOR THE WORKOUT PROPOSAL

        The Workout Proposal is a comprehensive debt and corporate restructuring proposal which aims to
        address the high debt level of WHB Group and to retain the listing status of WHB through PNSB
        together with the acquisition of the Kamdar Group.


5.      DEPARTURE FROM THE POLICIES AND GUIDELINES ON ISSUE/OFFER OF
        SECURITIES ISSUED BY THE SC (“SC GUIDELINES”)

        The Proposed Sale of Watch Business and Properties and the Kamdar Proposals do not depart from the
        SC Guidelines.


6.      DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTEREST

        None of the Directors and substantial shareholders of WHB and persons connected to Directors and
        substantial shareholders of WHB has any interest, direct or indirect, in Proposed Sale of Watch
        Business and the Kamdar Proposals.


7.      SPECIAL ADMINISTRATORS' INTEREST

        None of the Special Administrators of WHB and persons connected to Special Administrators have any
        interest, direct or indirect, in the Proposed Sale of Watch Business and Properties and the Kamdar
        Proposals.


8.      ESTIMATED TIMEFRAME FOR COMPLETION OF THE KAMDAR PROPOSALS

        Barring unforeseen circumstances and subject to all required approvals being obtained, the Proposed
        Sale of Watch Business and Properties and the Kamdar Proposals are expected to be completed by mid
        2003.


9.      ADVISER

        CIMB has been appointed as the adviser in respect of the Kamdar Proposals and the adviser to procure
        approvals from the relevant authorities for the Proposed Sale of Watch Business and Properties.

        Messrs. Horwath Mok & Poon has been appointed as the independent adviser for the Workout
        Proposals pursuant to Section 26 of the Danaharta Act.


10.     APPLICATION TO THE RELEVANT AUTHORITIES

        Applications to the SC and the FIC in respect of the Kamdar Proposals has been made on 30 August
        2002. The applications to the SC and FIC in respect of the Proposed Sale of Watch Business and
        Properties will be made within two (2) months from the date of this announcement.


11.     DOCUMENTS FOR INSPECTION

        The Tema Anggun SBA, Property SPAs, Principal Agreement and Supplemental Agreement can be
        inspected at the Special Administrators’ office at 22-M, Jalan Tun Sambanthan 3, 50470, Kuala
        Lumpur, whilst the Shareholders' Agreements can be inspected at the registered office of Kamdar Sdn.
        Bhd. at No. 1603, 16th Floor, Wisma Lim Foo Yong, 86, Jalan Raja Chulan, 50200, Kuala Lumpur,
        from Monday to Friday (except public holidays) during business hours for a period of 3 months from
        the date of this announcement.

This announcement is dated on 6 September 2002.


                                                    43
Table 1 - Principal terms of the PNSB ICULS


1.      Name of Issuer            :   Positive Noble Sdn. Bhd.

2.      Issue Size                :   RM72,000,000 nominal value

3.      Issue Price               :   RM72,000,000

4.      Coupon                    :   The PNSB ICULS carry a coupon of 3% per annum, payable on
                                      each anniversary date of issuance of PNSB ICULS. In the event of
                                      default, the PNSB ICULS will automatically be converted into
                                      PNSB Shares

5.      Tenor                     :   Five (5) years from the date of issuance of the PNSB ICULS

6.      Form and Denomination     :   The PNSB ICULS shall be issued in registered form, in multiples of
                                      RM1,000 and constituted and governed by a trust deed (to be
                                      furnished)

7.      Exchange Ratio            :   Every three (3) PNSB ICULS to be exchanged for two (2) new
                                      PNSB Shares during the Conversion Period in accordance with the
                                      provisions of the trust deed


8.      Conversion Period         :   The PNSB ICULS may be converted into new PNSB Shares from
                                      the second (2nd) anniversary to the 5th anniversary of the date of the
                                      issue of the ICULS. PNSB ICULS not exercised during the
                                      Conversion Period will be automatically converted into ordinary
                                      shares of PNSB based on the Exchange Ratio.

9.      Ranking of new shares     :   The Shares in PNSB to be issued upon the conversion of the PNSB
        upon conversion of            ICULS shall rank pari passu in all respects with the existing PNSB
        PNSB ICULS                    Shares, except that they will not be entitled to any dividends, rights,
                                      allotments and/or other distributions, the entitlement date of which
                                      precede the relevant conversion date of PNSB ICULS.

10.     Board Lot                 :   The PNSB ICULS are tradable upon listing in board lots of
                                      RM1,000 nominal value

11.     Trust Deed                :   The PNSB ICULS shall be issued in registered form and in multiples
                                      of RM1,000 to be deposited with BNM shall be issued in bearer
                                      form and will be prescribed under the RENTAS systems maintained
                                      by BNM.

12.     Listing Status            :   An application will be made to the KLSE for the admission to the
                                      Official List and listing and quotation for the PNSB ICULS and the
                                      PNSB Shares to be issued pursuant to the conversion of the PNSB
                                      ICULS on the KLSE.




                                                   44
Table 2 - Principal terms of the PNSB Bonds

1.      Name of Issuer            :   Positive Noble Sdn. Bhd.

2.      Issue Size                :   RM60,000,000 nominal value

3.      Issue Price               :   RM60,000,000

4.      Nominal Value at          :   RM60,000,000
        Maturity

5.      Yield To Maturity         :   7.8% p.a. on an annual basis

6.      Coupon                    :   4% per annum, payable annually for five (5) years up to maturity

7.      Tenor                     :   Five (5) years from the date of issuance of the PNSB Bonds

8.      Maturity Date             : On the fifth (5th ) anniversary of the date of the issue of the PNSB
                                         Bonds

9.      Security                  :   Nil

10.     Redemption (at            :   Unless previously redeemed or purchased or cancelled, the PNSB
        Accreted Value)               Bonds will be redeemed by the Issuer at 100% of its nominal value
                                      together with the interest to the date of redemption at maturity date.

                                      The Issuer or any of its subsidiaries may at any time purchase the
                                      PNSB Bonds in the open market at any price. PNSB Bonds
                                      purchased in this manner shall be cancelled and may not be reissued.

11.     Sinking Fund              :   There is no sinking fund for the PNSB Bonds

12.     Form and Denomination     :   The PNSB Bonds shall be issued in registered form and in multiples
                                      of RM1,000 to be deposited with BNM shall be issued in bearer
                                      form and will be prescribed and transferable under the RENTAS
                                      systems maintained by BNM.

13.     Listing Status            :   The PNSB Bonds will not be listed on the KLSE

14.     Primary Subscriber        :   The Vendors

15.     Rating                    :   A2

16.     Rating Agency             :   Rating Agency Malaysia Sdn. Bhd.




                                                    45
Table 3 - Principal terms of the PNSB Warrants

        1.      Name of Issuer            :   Positive Noble Sdn. Bhd.

        2.      Issue Size                :   50,000,000 detachable warrants

        3.      Issue Price               :   Free

        4.      Tenor                     :   Five (5) years from the date of issuance of the PNSB Warrants

        5.      Form                      :   The PNSB Warrants shall be issued in registered form and
                                              constituted and governed by a deed poll (to be furnished)

        6.      Maturity Date             : On the fifth (5th ) anniversary of the date of the issue of the PNSB
                                            Warrants

        7.      Subscription Rights       :   Each Warrant will entitle the registered holder during the Exercise
                                              Period to subscribe for one (1) new ordinary share of RM1.00 each
                                              in PNSB at the Exercise Price, subject to adjustments in accordance
                                              with the provisions of the deed poll

        8.      Exercise Price            :   Subject to adjustments under certain circumstances in accordance
                                              with the deed poll, the proposed exercise price shall be RM1.20 for
                                              each PNSB Share payable in full upon the exercise of each PNSB
                                              Warrant.

        9.      Exercise Period           :   The PNSB Warrants may be exercised at any time from the date of
                                              issue of the PNSB Warrants up to the Expiry Date. PNSB Warrants
                                              not exercised during the Exercise Period will thereafter lapse and
                                              cease to be valid.

        10.     Status                    :   The new PNSB shares of RM1.00 each to be issued upon the
                                              exercise of the PNSB Warrants shall rank pari passu in all respects
                                              with the existing issued and paid up PNSB shares except that such
                                              new shares shall not be entitled to any rights, allotments, dividends
                                              or other distributions, declared or to be declared in respect of the
                                              financial period prior to the financial period in which such new
                                              shares are issued or for any interim dividends or distribution that
                                              may be declared prior to the date of allotment of such new shares.

        11.     Board Lot                 :   The PNSB Warrants are tradable upon listing in board lots of 1,000
                                              units

        12.     Listing Status            :   Application will be made to the KLSE for admission to the Official
                                              List and the listing of and quotation for the PNSB Warrants and the
                                              PNSB Shares arising from the exercise of the PNSB Warrants




                                                           46
Table 4 - The key features of the Proposed Put Option are as follows:

Grantor                                   :   Vendors

Option Holders                            :   An agent acting on behalf of the creditors of WHB

Tenure                                    :   One year, commencing from the date of listing of the PNSB ICULS

Exercise Price                            :   RM0.50 per unit of PNSB ICULS

Condition Precedent for Option            :   Exercisable only if within one (1) year from the date of listing of the
Exercise                                      PNSB ICULS, the price of each unit of ICULS did not trade above
                                              RM0.50 + 20% (or RM0.60) for a consecutive two (2) weeks period

Option Exercise Period                    :   Three (3) market days

Security                                  :   The Put Option shall be secured by a charge of 5,100,000 PNSB
                                              Shares held by the Vendors in favour of the agent acting on behalf of
                                              the creditors of WHB

Default                                   :   Payment within ten (10) market days from the date of Option
                                              Exercise, after which the agent acting on behalf of the creditors of
                                              WHB shall have the right to enforce the security


Table 5 – Proforma consolidated results of the Strategic Assets and performance indices for the past five
(5) financial years ended 31 December 2001

Year ended 31 December                            1997                1998          1999              2000             2001
                                                  RM                  RM             RM               RM                RM
Turnover                                      156,799             153,646        187,980           217,263          189,372
                                              #                   #
Profit before taxation                         18,101              13,050         36,357            34,990            30,098
                                              #                   #
Profit after taxation                          12,821              10,208         34,589            24,725            21,484
Shareholders’ Funds                            27,143              37,351         71,940            96,665          118,149
NTA (RM)                                       27,083              37,087         71,676            96,401          117,885
Total borrowings (RM)                          92,487              62,674         57,576            51,207            44,357

Notes:
           #
(i)         The above figures have been adjusted to take into account the retrospective effect of prior year adjustment, which
           was made in the year 1999 for Kamdar and KH

(ii)       The results of Kesar for the financial year ended 31 March 1998 to 2002 have been time apportioned in order to be
           co-terminous with the financial year end of PNSB Group.

(iii)      PNSB Group’s consolidated financial statements reflect external transaction only and all significant inter-company
           transactions are eliminated on consolidation.




                                                             47
TABLE 6: GROUP STRUCTURE BEFORE AND AFTER THE KAMDAR PROPOSALS

A.         BEFORE KAMDAR PROPOSALS


                  WHB


                          100%

                Existing
               Business of
                 WHB


B.         AFTER KAMDAR PROPOSALS



             Special Administrators                                                                                       PNSB
               / Special Purpose
                    Vehicle

                                                                     100%          100%              100%           100%             100%       100%    100%        100%
                               100%

                                                          Kamdar            PMBK               PMBK              KSouth          Kesar      KStores    KH      MS
                                                                                              (Penang)
                       WHB
                                                                                   100%                                              100%

                               100%                                         BGallant                                             Orisea

                    Existing
                   Business of
                     WHB



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