Form Consent to Transfer Kuala Selangor Land Office THIS CIRCULAR IS IMPORTANT AND REQUIRES

Document Sample
Form Consent to Transfer Kuala Selangor Land Office THIS CIRCULAR IS IMPORTANT AND REQUIRES Powered By Docstoc
					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
Circular.




                                    (Incorporated in Malaysia)



CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED PROVISION OF
FINANCIAL ASSISTANCE BY KUMPULAN JETSON BERHAD (“JETSON”) AND ITS
WHOLLY-OWNED SUBSIDIARY, JETSON CONSTRUCTION SDN BHD TO CITARASA
HARUMAN SDN BHD, A 40%-OWNED ASSOCIATED COMPANY OF JETSON




The Notice convening the Thirty First Annual General Meeting (“AGM”) of Jetson to be held at
Function Room 2 & 3, Level 4, Dynasty Hotel Kuala Lumpur, No. 218, Jalan Ipoh, 51200 Kuala
Lumpur on Wednesday, 25 June 2008 at 9.00 a.m. or at any adjournment thereof, together with the
Form of Proxy are enclosed in the Annual Report 2007 of Jetson. The completed Form of Proxy must
be deposited at our Registered Office at Lot 6.05, Level 6, KPMG Tower, 8, First Avenue, Bandar
Utama, 47800 Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the date
and time of the AGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude
you from attending and voting in person, should you subsequently wish to do so.

Last day and time for lodging the Form of Proxy : 23 June 2008 at 9.00 a.m.

Date and time of the AGM                        : 25 June 2008 at 9.00 a.m. or any
                                                  adjournment thereof


                                 This Circular is dated 3 June 2008
DEFINITIONS

For the purpose of this Circular, except where the context otherwise requires, the following definitions
shall apply:

 “Act”                            : The Companies Act, 1965
 “AGM”                            : Annual General Meeting
 “Board”                          : Board of Directors of Jetson
 “Bursa Securities”               : Bursa Malaysia Securities Berhad
 “CHSB”                           : Citarasa Haruman Sdn Bhd, a 40%-owned associated company of
                                    Jetson
 “Financial Assistance”           : Financial assistance to be provided by Jetson and JCSB to CHSB
                                    amounting to RM12,000,000 by way of the Settlement
 “Guaranteed Land Cost”           : The sum of RM25,482,600 payable by CHSB to LBCN pursuant
                                    to the terms of the JDA whereby CHSB has been appointed by
                                    LBCN as the sole and exclusive developer for the development
                                    of the Land, on a joint venture basis, pending completion of the
                                    SPA or upon rescission or termination of the SPA under certain
                                    circumstances as set out in the SPA
 “JCSB”                           : Jetson Construction Sdn Bhd, a wholly-owned subsidiary of
                                    Jetson
 “JDA”                            : The Joint Development Agreement dated 28 May 2007 entered
                                    into between LBCN and CHSB for the joint development of the
                                    Land under certain circumstances
 “Jetson” or “Company”            : Kumpulan Jetson Berhad
 “Jetson Group” or “Group”        : Jetson and its subsidiaries
 “Land”                           : A piece of vacant leasehold land forming part of the Master Land
                                    measuring approximately 78 acres
 “LBCN”                           : LBCN Development Sdn Bhd
 “Listing Requirements”           : Listing Requirements of Bursa Securities
 “Master Land”                    : A piece of 99 years leasehold land held under HSD 5304, PT
                                    3861, Mukim Ijok, Daerah Kuala Selangor, Selangor measuring
                                    approximately 393.83 acres, wherein the 99 years lease is
                                    expiring on 3 November 2098
 “Proposed Provision of           : The proposed Settlement by Jetson and JCSB on behalf of CHSB
   Financial Assistance”
 “Purchase Consideration”         : The purchase consideration of RM25,482,600 in relation to the
                                    SPA
 “Settlement”                     : The amount of part of the indebtedness owing by VBSB to Jetson
                                    and JCSB (which has been novated by VBSB to LBCN)
                                    amounting to RM12,000,000 to be set-off by Jetson and JCSB,
                                    on behalf of CHSB as part payment towards the Purchase
                                    Consideration and where applicable, as part payment of the
                                    Guaranteed Land Cost




                                                   i
“Settlement Agreement”         : The settlement agreement dated 28 May 2007 entered between
                                 Jetson, JCSB and VBSB to settle part of the indebtedness
                                 amounting to RM12,000,000 which has been novated by VBSB
                                 to LBCN
“Shares”                       : Ordinary shares of RM1.00 each
“SPA”                          : A conditional sale and purchase agreement dated 28 May 2007
                                 entered between LBCN and CHSB for the proposed acquisition
                                 by CHSB from LBCN of the Land for a purchase consideration
                                 of RM25,482,600
“VBSB”                         : Vega Builders Sdn Bhd



                    - The remainder of this page is intentionally left blank -




                                                ii
TABLE OF CONTENTS

LETTER TO THE SHAREHOLDERS OF JETSON

                                                                                                                                              PAGE

SECTION

1.       INTRODUCTION ................................................................................................................... 1

2.       THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE ......................................... 3

3.       RATIONALE ........................................................................................................................... 8

4.       FINANCIAL EFFECTS .......................................................................................................... 9

5.       OUTSTANDING CORPORATE EXERCISES ....................................................................... 9

6.       APPROVAL REQUIRED ........................................................................................................ 9

7.       DIRECTORS’AND / OR MAJOR SHAREHOLDERS’ AND / OR PERSONS’
         CONNECTED WITH DIRECTORS’ OR MAJOR SHAREHOLDERS’ INTERESTS ......... 9

8.       DIRECTORS’ RECOMMENDATION ................................................................................... 9

9.       ESTIMATED TIME FRAME FOR COMPLETION .............................................................. 9

10.      AGM ...................................................................................................................................... 10

11.      FURTHER INFORMATION ................................................................................................. 10


APPENDICES

APPENDIX I - INFORMATION ON CHSB .......................................................................................11

APPENDIX II - FURTHER INFORMATION ....................................................................................13




                                                                         iii
                                      (Incorporated in Malaysia)

                                                         Registered Office:
                                                         Lot 6.05, Level 6, KPMG Tower
                                                         8, First Avenue, Bandar Utama
                                                         47800 Petaling Jaya
                                                         Selangor Darul Ehsan

                                                         3 June 2008

Board of Directors:
Isnin Bin Rahim (Chairman & Executive Director)
Datuk Teh Kian An (Group Managing Director)
Tee Keng Kok (Executive Director)
Datuk Dr Ong Ah Soon (Independent Non-Executive Director)
Mohd Najib Bin Abdul Aziz (Independent Non-Executive Director)
Louise Paul A/L Joseph Paul (Independent Non-Executive Director)

To: The Shareholders of Jetson

Dear Sir / Madam,

PROPOSED PROVISION OF FINANCIAL ASSISTANCE


1.     INTRODUCTION

1.1    On 28 May 2007, CHSB, a 40%-owned associated company of Jetson had entered into a
       conditional sale and purchase agreement with LBCN for the proposed acquisition by CHSB from
       LBCN of the Land i.e. a piece of vacant leasehold land forming part of the Master Land measuring
       approximately 78 acres held under HSD 5304, PT 3861, Mukim Ijok, Daerah Kuala Selangor,
       Selangor, wherein the 99 years lease is expiring on 3 November 2098, for a purchase consideration
       of RM25,482,600.

1.2    Pursuant to the SPA and Settlement Agreement, Jetson and JCSB had agreed to set off part of the
       indebtedness owing by VBSB to Jetson and JCSB, which has been novated by VBSB to LBCN,
       amounting to RM12,000,000 as part payment of the Purchase Consideration. The salient terms and
       conditions of the SPA and Settlement Agreement are set out in Section 2.7 of this Circular.

1.3    The Purchase Consideration for the Land of RM25,482,600 is to be satisfied in the following
       manner:
                                                                                              RM
       Set off against an indebtedness owing by VBSB (novated to LBCN) to Jetson            12,000,000
       and JCSB via the Settlement
       Part payment towards the redemption of the Land from Bank Islam (Malaysia)           13,482,600
       Berhad via bank borrowings to be taken by CHSB
       Total                                                                                25,482,600



                                                  1
      The purchase consideration for the Land was arrived at on a willing-buyer willing-seller basis
      between CHSB and LBCN after taking into consideration the development potential of the Land.
      No independent valuation was conducted by CHSB in conjunction with the acquisition of the Land
      from LBCN. The net book value of the Master Land as per the latest audited financial statements
      of LBCN for the financial year ended 30 April 2007 stood at RM31 million.

1.4   To date, the SPA has not been completed as LBCN has not fulfilled some of its obligations in the
      SPA which include:

      (a) LBCN’s failure to cause and procure the removal of a caveat lodged on the Master Land
          within 4 months from the date of the SPA (i.e. on or prior to 28 September 2007) or to provide
          to CHSB within the said period with a letter of disclaimer from the caveator to the effect that
          the caveator shall remove all of its caveats upon request by CHSB for the purposes of sub-
          dividing the Master Land and transferring the Land to CHSB. The caveator had instead given
          to the land registrar on 17 March 2008 a qualified consent for the subdivision of the Master
          Land and the transfer of the Land to CHSB subject to the caveator’s rights and claims under its
          caveat not being affected in any way; and

      (b) LBCN’s failure to cause and procure the subdivision of the Master Land and the issuance of
          the original issue document of title in respect of the whole of the Land subject to the terms of
          the SPA within 6 months from the date of the SPA (i.e. on or prior to 28 November 2007).
          Under the terms of the SPA, where there is any delay on the part of the relevant land office in
          the issuance of the said original issue document of title which results in the said title being
          issued after the said 6 months period, the Stop Date (as defined in Section 2.7.1 (f) of this
          Circular) shall be extended by such number of days of the delay.

      The sub-division of the Master Land is currently pending the approval of the relevant land office.

1.5   In conjunction with the SPA, CHSB and LBCN has also entered into a joint development
      agreement on 28 May 2007 to regulate their joint development of the Land pending completion of
      the SPA or where the SPA is rescinded or terminated under certain circumstances as set out in the
      SPA. Pursuant to the terms of the JDA, in the event that the SPA is rescinded or terminated under
      the said circumstances, the indebtedness amounting to RM12,000,000, which has been novated by
      VBSB to LBCN, shall be utilised as part payment of the Guaranteed Land Cost on behalf of
      CHSB.

      Under the JDA, LBCN has appointed CHSB as the sole and exclusive developer to develop the
      Land into 1,117 units of medium cost double story link houses for sale, together with public
      utilities and the necessary infrastructure on the Land. Total gross development value is estimated
      at approximately RM200 million. CHSB is unable to ascertain the profit expected to be derived
      from the development of the Land at this moment as the product design has yet to be finalised.

      The building plans of the Land have been approved by Majlis Daerah Kuala Selangor (“MDKS”)
      for LBCN vide its letters dated 5 March 2001 and 30 July 2002. However, due to the changes in
      the product design, CHSB will be resubmitting the revised building plans in due course. Subject to
      the SPA and JDA becoming unconditional, the said development is expected to take 4 to 5 years to
      complete and is targeted to commence in October 2008. Under the JDA, CHSB intends to use
      bank borrowings and progress billings to fund the development of the Land.

      Other salient terms and conditions of the JDA are set out in Section 2.7 of this Circular.

1.6   The purpose of this Circular is to provide you with the relevant information on the Proposed
      Provision of Financial Assistance and to seek your approval for the resolution pertaining to the
      Proposed Provision of Financial Assistance to be tabled at the forthcoming AGM. The notice of
      the AGM together with the Form of Proxy are enclosed in the Annual Report 2007 of Jetson.



                                                    2
      YOU ARE ADVISED TO READ THE CONTENTS AND APPENDICES OF THIS
      CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING
      TO THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE AT THE
      FORTHCOMING AGM OF THE COMPANY.


2.    THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE

2.1   Pursuant to Paragraph 8.23 (1)(iii), Chapter 8 of the Listing Requirements, a listed issuer or its
      unlisted subsidiaries may lend or advance any money, or guarantee, indemnify or provide
      collateral for a debt to, inter-alia, the subsidiaries or associated companies of the listed issuer.

2.2   The Proposed Provision of Financial Assistance amounting to RM12,000,000 involves the
      settlement of part of the indebtedness owing by VBSB to Jetson and JCSB (which has been
      novated to LBCN) by way of part payment of the Purchase Consideration or the Guaranteed Land
      Cost on behalf of CHSB.

2.3   The said RM12,000,000 comprises part of the indebtedness owing by VBSB to Jetson of
      RM11,322,484.11 and JCSB of RM677,515.89. The indebtedness was in respect of the claims
      arising from the construction of a mixed development known as Rancangan Revolusi Hijau
      Peringkat 1 in Bukit Cherakah, Mukim of Ijok, Daerah Kuala Selangor, Selangor Darul Ehsan
      previously carried out by Jetson and JCSB as contractors for VBSB.

2.4   Pursuant to the letter from CHSB to Jetson and JCSB dated 28 May 2007, CHSB has undertaken
      to repay in full the Financial Assistance to Jetson and JCSB within twenty-four (24) months from
      the date of the said letter, i.e. on or before 27 May 2009 or such extended periods as maybe
      mutually agreed between CHSB, Jetson and JCSB. The Financial Assistance does not bear any
      interest and does not include any fixed or specific terms of repayment. CHSB is expected to raise
      the funds for the repayment of the Financial Assistance from the proceeds arising from the
      development of the Land or sale of the Land or part thereof.

2.5   Information On JCSB

      JCSB was incorporated in Malaysia on 7 March 1991 under the Act as a private limited company
      and its principal activities are construction, designers and builders for exhibitions and special
      events. The authorised share capital of JCSB is RM25,000,000 comprising 25,000,000 Shares of
      which 12,000,000 Shares have been issued and fully paid-up.

      JCSB is the holding company of Jetson Development Sdn Bhd, holding 51% of its issued and
      paid-up share capital.

      The directors of JCSB as at 28 May 2008 are Datuk Teh Kian An, Isnin Bin Rahim, Tee Keng
      Kok and Tee Chee Beng. Presently, JCSB is wholly-owned by Jetson.

2.6   Information On CHSB

      CHSB was incorporated in Malaysia on 5 October 2005 under the Act as a private limited
      company. Pursuant to the SPA and JDA, CHSB has commenced its business operations of
      property development.




                                                   3
        The directors of CHSB as at 28 May 2008 are Dato’ Chong Mong Yuen, Datuk Teh Kian An,
        Dr Yap Teck Long and Tee Chee Beng. The shareholders of CHSB as at 28 May 2008 are as
        follows:

        Shareholders of CHSB                   No. of Shares                %
        Jetson                                              400             40
        Dr Yap Teck Long                                    300             30
        Dato’ Chong Mong Yuen                               300             30
        Total                                              1,000          100

        As at 28 May 2008, CHSB does not have any subsidiary and associated company. Further
        information on CHSB is set out in Appendix I of this Circular.

2.7     Salient Terms and Conditions of the SPA, Settlement Agreement and JDA

2.7.1   Salient terms and conditions of the SPA

        The salient terms and conditions of the SPA are set out below:

        (a)      Sale and Purchase

                 Subject to the terms and conditions of the SPA, LBCN agrees to sell to CHSB and CHSB
                 agrees to purchase from LBCN, the Land free from all encumbrances together with the
                 entitlement to use the basic amenities and with vacant possession and all rights, title and
                 interest therein but subject to the conditions of title and restrictions-in-interests endorsed
                 on the document of title to the Land or otherwise affecting the Land.

        (b)      Conditions of sale

                 The sale and purchase of the Land are subject to the following conditions:

                 i)      the Land is free from all encumbrances;

                 ii)     the transfer of the Land is subject to any express conditions of title and
                         restrictions-in-interest endorsed on the issue and register document of title to the
                         Land;

                 iii)    the Land is sold on the basis that:

                         •   LBCN shall bear the costs and expenses incurred in respect of the application
                             and submission for subdivision of the Master Land;
                         •   the premium for the issuance of a new title to the Land by the public
                             authorities shall be borne by LBCN and CHSB in equal proportion; and
                         •   any other costs, expenses, levies, other premiums (including development
                             premiums), taxes, fees and rent imposed by the public authorities payable in
                             respect of the subdivision of the Land into individual sub-divided titles or
                             strata titles prior to or after the issuance of the new title to the Land (including
                             the land and development premiums) shall be borne by CHSB.

                 iv)     the Land shall be in and of the same condition, state and nature at the date of
                         delivery of vacant possession to CHSB as it is at the date of inspection of the Land
                         by CHSB;



                                                       4
                v)      CHSB’s purchase of the Land is upon the basis that each of LBCN’s warranties
                        remains true and accurate in all respects; and

                vi)     there being no deterioration in the state of the Land in any material respect up to
                        completion.

        (c)     The consideration payable for the sale and purchase of the Land is RM25,482,600 only
                (“Purchase Consideration”).

        (d)     The Purchase Consideration shall be paid as follows:

                i)      upon the execution of the SPA, the sum of RM12,000,000 due and owing by
                        VBSB to Jetson and JCSB, and novated to LBCN shall be utilised as payment of
                        the deposit towards account of the Purchase Consideration; and

                ii)     CHSB shall pay the balance Purchase Consideration in the manner set out in
                        Clause 8 of the SPA.

        (e)     Conditions

                The sale and purchase of the Land is to only take effect upon the approval or consent of
                any relevant public authority and / or other approval(s) required for the transaction herein
                (“Conditions Precedent” and where the context permits or requires, any one or more of
                them) and the satisfaction of various conditions to completion on the part of LBCN as set
                out in the SPA.

        (f)     Rescission when Conditions Precedent not satisfied

                If any of the Conditions Precedent is not fulfilled by the date falling 15 months from the
                date of the SPA or such later date as provided in the SPA or as the parties may mutually
                agree (“Stop Date”), any party may rescind the SPA and thereafter, the provisions of the
                JDA shall be applicable and the deposit paid and the deposited documents shall be dealt
                with in accordance with the terms of the JDA and the SPA shall cease to have any effect
                and shall become null and void and neither CHSB or LBCN shall have any further claims
                against the other arising from the SPA.

2.7.2   Salient terms and conditions of the Settlement Agreement

        The salient terms and conditions of the Settlement Agreement are set out below:

        (a)     VBSB acknowledged and agreed that as at the date of the Settlement Agreement, the sum
                due and owing by VBSB to Jetson and JCSB arising from the Relevant Agreements (as
                defined in the Settlement Agreement) is an aggregate sum of Ringgit Malaysia Twenty
                One Million Eight Hundred and Ten Thousand One Hundred and Fifty Three and Sen
                Fifty Nine (RM21,810,153.59) (“Debt”).

        (b)     In consideration of, inter alia, the sum of RM10, the mutual covenants in the Settlement
                Agreement, and Jetson and JCSB causing CHSB to enter into the SPA with LBCN,
                VBSB, Jetson and JCSB (“Parties”) agreed that a sum equivalent to Ringgit Malaysia
                Twelve Million (RM12,000,000) (“LBCN Sum”) forming part of the Debt due and owing
                by VBSB to Jetson and JCSB arising from the Relevant Agreements comprising the
                following shall be novated to LBCN:




                                                     5
                                                     Jetson                   JCSB                 Total
                 Certified Claims              8,036,604.11              492,877.25         8,529,481.36
                 Retention Sums                3,285,880.00              184,638.64         3,470,518.64
                 Total                        11,322,484.11              677,515.89        12,000,000.00

                The LBCN Sum shall as at the date of the Settlement Agreement be due and owing by
                LBCN to Jetson and JCSB.

        (c)     LBCN Sum

                The LBCN Sum shall be utilised as part payment of the Purchase Consideration forming
                the deposit under the SPA, and when applicable as part payment of the amount payable by
                CHSB to LBCN under the JDA.

        (d)     Balance of the Debt

                Upon completion of the sale of the Land from LBCN to CHSB in accordance with the
                terms of the SPA, the balance of the Debt after deducting the LBCN Sum amounting to
                RM9,810,153.59 shall be set off against:

                i)      a sum of RM5,000,000 for services provided by VBSB in connection with the
                        present and future access and connection to all existing utilities infrastructure,
                        including water, electricity, drainage, sewerage networks outside the Land;

                ii)     a sum of RM4,810,153.59 for services provided by VBSB in connection with the
                        construction of the main access road leading to the Land.

2.7.3   Salient terms and conditions of the JDA

        The salient terms and conditions of the JDA are set out below:

        (a)     Agreement to jointly carry out development

                Subject to the terms and conditions of the JDA, LBCN and CHSB hereby agree to jointly
                develop the construction of such units or properties to be constructed for sale on the Land
                (“Units”) together with public utilities and all necessary infrastructure on the Land
                (“Development”) on the following basis:

                i)      LBCN shall provide and make available the Land for the Development with all
                        ingress to, egress from, and access to the Land, without any interruption or
                        interference, as required by CHSB; and

                ii)     CHSB shall at its costs and expense, carry out the Development on a design and
                        build basis and sell the Units and do all things as may be necessary for or
                        incidental to the attainment of the foregoing in accordance with the provisions of
                        the JDA.

        (b)     Exclusive Appointment

                i)      LBCN agreed to appoint CHSB as the sole and exclusive developer of the
                        Development and the Land.




                                                    6
      ii)     Subject to the fulfilment of LBCN’s obligations set out in the JDA, CHSB shall
              by virtue of its appointment, be solely and exclusively responsible for the entire
              development, marketing and sales of the Units and shall be responsible for the
              successful implementation of the Development.

      iii)    CHSB shall have sole and absolute discretion in determining all aspects of the
              Development, including, the overall plans, the layouts, the build and design
              concept, the number and type of Units and the sale price for all or each of the
              Units.

(c)   Exclusivity

      During the continuance of the JDA, LBCN and persons who are connected to LBCN shall
      not, save where the prior written consent of CHSB to the contrary has been obtained,
      either directly or indirectly (whether alone or jointly or in conjunction with another party):

      i)      enter into any transaction or negotiation with any person; or

      ii)     carry on or be engaged in or be concerned in (whether as principal, agent, trustee,
              partner, shareholder, financier or otherwise) any business or company,

      in relation to or in connection with:

      i)      the Land;

      ii)     the Development, and

      any other matter in connection with or incidental to the Land and the Development.

(d)   Effective Date and Validity

      i)      The JDA and the joint development of the Development shall come into effect
              upon the fulfilment of certain conditions set out in the SPA at the cost and
              expense of LBCN.

      ii)     This Agreement shall automatically terminate:

              •     upon CHSB being registered as the legal owner and proprietor of the Land;
              •     upon termination of the SPA due to CHSB’s default under Clause 11.1 of the
                    SPA; or
              •     upon termination of the SPA and JDA due to LBCN’s default under Clause
                    11.2.2(b) of the SPA; or
              •     upon termination of the SPA and JDA in accordance with Clauses 12.2(a) and
                    12.3 of the SPA due to compulsory acquisition of the Land or any part thereof
                    under the Land Acquisition Act, 1960,

              and thereafter neither Party shall have any further obligations under the JDA to
              the other Party or any claim against the other Party under the JDA and the JDA
              shall become null and void.

(e)   Guaranteed Land Cost

      i)      Subject to the following:




                                              7
                      •   the Master Land and the Land being free from all encumbrances save for the
                          existing charge;
                      •   LBCN complying with all of its obligations in the JDA; and
                      •   the SPA being rescinded or terminated in accordance with certain clauses
                          therein,

                      CHSB agreed that it will pay or cause to be paid to LBCN the Guaranteed Land
                      Cost in the following manner:

                      •   the LBCN Sum shall be utilised as part payment of the Guaranteed Land Cost
                          within 7 days after the date of rescission or termination of the SPA
                          (“Termination Date”); and
                      •   subject to Clause 4.4 of the JDA and the existing chargee’s agreement to the
                          extension of the repayment period for LBCN’s banking facilities, the balance
                          of the Guaranteed Land Cost amounting to RM13,482,600.00 (“Balance
                          GLC”) shall be deemed to be paid by way of payments of the redemption sum
                          to the existing chargee made by the end-financiers for the purchasers of the
                          Units or otherwise at such times to be agreed upon between LBCN and
                          CHSB.

              ii)     Subject to the full settlement of the Guaranteed Land Cost, all gross sale proceeds
                      from the sale of the Units in the Development shall be the entitlement of CHSB
                      and shall be payable by the purchasers of the Units to CHSB in the manner as may
                      be directed by CHSB.

              iii)    CHSB agreed to pay interest on the amount of the Balance GLC which remains
                      outstanding and unpaid from the Termination Date up to the date of the full
                      settlement of the Balance GLC at the prevailing rate of interest payable by LBCN
                      to the existing chargee on the amounts outstanding under LBCN’s banking
                      facilities. The payment of the said interest shall be made by CHSB directly to the
                      existing chargee as and when interest is payable to the existing chargee under the
                      said banking facilities.


3.    RATIONALE

3.1   The indebtedness owing by VBSB (which has been novated to LBCN) to Jetson and JCSB has
      been long outstanding since January 2005 for construction works previously carried out by Jetson
      and JCSB. VBSB has not been able to settle the indebtedness despite Jetson’s and JCSB’s
      continuous efforts in seeking repayment. The Settlement will enable Jetson and JCSB to resolve
      part of the long outstanding indebtedness owing by VBSB by converting part of the indebtedness
      owing to Jetson and JCSB into the Financial Assistance to CHSB.

      Besides, the Group is also expected to benefit from the future profits contribution by CHSB based
      on the development potential of the Land. Furthermore, Jetson Group can also benefit from
      undertaking construction works arising from the development of the Land by CHSB. The building
      plan of the Land has been approved by Majlis Daerah Kuala Selangor (“MDKS”) vide its letters
      dated 5 March 2001 and 30 July 2002 for development of 1,117 units of medium cost double story
      link houses for sale, together with public utilities and the necessary infrastructure on the Land.
      Total gross development value is estimated at approximately RM200 million. CHSB is unable to
      ascertain the profit expected to be derived from and the estimate development cost associated with
      the development of the Land at this moment as the product design has yet to be finalised. Under
      the JDA, CHSB intends to use bank borrowings and progress billings to fund the development of
      the Land.




                                                  8
      Subject to the SPA and JDA becoming unconditional, the said development is expected to take 4
      to 5 years to complete and is targeted to commence in October 2008.


4.    FINANCIAL EFFECTS

4.1   The Proposed Provision of Financial Assistance is not expected to have any effect on the share
      capital and shareholdings of the substantial shareholders of Jetson, and the earnings per share, net
      assets per share and gearing of Jetson Group.

4.2   Whilst the Financial Assistance is not expected to have immediate effects on the earnings of Jetson
      Group, the Group is expected to benefit once active development activities on the Land
      commence.


5.    OUTSTANDING CORPORATE EXERCISES

5.1   Save for the Proposed Provision of Financial Assistance, the Board has confirmed that there is no
      other intended corporate exercise / scheme which has been announced but not yet completed prior
      to the printing of this Circular.

      The Proposed Provision of Financial Assistance is not conditional upon the completion of any
      other proposal of the Company.


6.    APPROVAL REQUIRED

6.1   The Proposed Provision of Financial Assistance is subject to the approval of the shareholders of
      Jetson at the forthcoming AGM.


7.    DIRECTORS’ AND / OR MAJOR SHAREHOLDERS’ AND / OR PERSONS’
      CONNECTED WITH DIRECTORS’ OR MAJOR SHAREHOLDERS’ INTERESTS

7.1   None of the director and / or major shareholders of Jetson and / or persons connected (as defined
      in the Listing Requirements) with such directors or major shareholders of Jetson have any interest,
      direct or indirect, in the Proposed Provision of Financial Assistance.


8.    DIRECTORS’ RECOMMENDATION

8.1   The Board, having considered all aspects of the Proposed Provision of Financial Assistance, is of
      the opinion that the Proposed Provision of Financial Assistance is in the best interests of the
      Company and the Group. They are also of the opinion that the Proposed Provision of Financial
      Assistance is fair and reasonable to Jetson and is not expected to be detrimental to Jetson and its
      shareholders. Accordingly, the Board recommends that you vote in favour of the resolution in
      relation to the Proposed Provision of Financial Assistance to be tabled at the forthcoming AGM.


9.    ESTIMATED TIME FRAME FOR COMPLETION

9.1   Barring any unforeseen circumstances, the Proposed Provision of Financial Assistance is expected
      to be completed by the fourth quarter of 2008.




                                                   9
10.     AGM

10.1    An AGM, the notice of which is enclosed in the Annual Report 2007 of Jetson, will be held at
        Function Room 2 & 3, Level 4, Dynasty Hotel Kuala Lumpur, No. 218, Jalan Ipoh, 51200 Kuala
        Lumpur on Wednesday, 25 June 2008 at 9.00 a.m. The purpose of the AGM is for shareholders to
        consider and if thought fit, pass the ordinary resolution set out in the Notice of AGM with or
        without modifications, to give effect to the Proposed Provision of Financial Assistance.

10.2    Shareholders who are unable to attend the AGM and wish to appoint a proxy, should complete,
        sign and return the Form of Proxy in accordance with the instructions printed therein as soon as
        possible, so as to arrive at the Registered Office of the Company not less than forty-eight (48)
        hours before the time appointed for holding the AGM. The lodgement of the Form of Proxy by a
        shareholder will not preclude the said shareholder from attending and voting in person at the AGM
        should the said shareholder subsequently wish to do so.


11.     FURTHER INFORMATION

11.1    Shareholders of Jetson are advised to refer to the attached appendices for further information.



Yours faithfully,
For and on behalf of the Board of Directors of
KUMPULAN JETSON BERHAD




DATUK TEH KIAN AN
Group Managing Director




                                                    10
                                                                                       APPENDIX I

INFORMATION ON CHSB


1.   HISTORY AND BUSINESS

     CHSB was incorporated in Malaysia on 5 October 2005 under the Act as a private limited
     company. Pursuant to the SPA and JDA, CHSB has commenced its business operations of
     property development. As at 27 May 2008, CHSB does not own any property.


2.   SHARE CAPITAL

     The authorised and issued and fully paid-up capital of CHSB as at 28 May 2008 are as follows:

     Type                       Number of Ordinary                 Par Value                   Amount
                                            Shares                      RM                        RM
     Authorised                            100,000                      1.00                   100,000
     Issued and fully paid-up                1,000                      1.00                     1,000


3.   CHANGES IN THE               ISSUED      AND      PAID-UP        SHARE     CAPITAL        SINCE
     INCORPORATION

     The changes in the issued and paid-up share capital of CHSB since its incorporation are as
     follows:

     Date of              No. of Shares     Par        Consideration           Cumulative Issued and
     Allotment      Issued and Allotted    Value                               Paid-Up Share Capital
                                            RM                                                   RM
     05.10.05                        2      1.00            Cash                                   2

     16.04.07                      998      1.00            Cash                                 1,000


4.   SUBSTANTIAL SHAREHOLDERS

     The shareholdings of the substantial shareholders of CHSB as at 28 May 2008 were as follows:

     Substantial                    Nationality /    <------- Direct -------> <------ Indirect ------>
     Shareholders                   Country of       No. of Shares         % No. of Shares           %
                                   Incorporation
     Jetson                           Malaysia                  400     40.0               -         -
     Dr Yap Teck Long                Malaysian                  300     30.0               -         -
     Dato’ Chong Mong Yuen           Malaysian                  300     30.0               -         -




                                                11
5.   DIRECTORS

     The particulars of the directors of CHSB and their respective shareholdings in CHSB as at 28 May
     2008 were as follows:

     Name                             Nationality      <------- Direct -------> <------ Indirect ------>
                                                       No. of Shares         % No. of Shares           %
     Dato’ Chong Mong Yuen            Malaysian                   300      30.0              -          -
     Dr Yap Teck Long                 Malaysian                   300      30.0              -          -
     Datuk Teh Kian An                Malaysian                      -         -             -          -
     Tee Chee Beng                    Malaysian                      -         -             -          -


6.   SUBSIDIARY AND ASSOCIATED COMPANY

     As at 28 May 2008, CHSB does not have any subsidiary or associated company.


7.   FINANCIAL RESULTS OF CHSB

     The audited financial results of CHSB for the financial period from 5 October 2005 to 31 December
     2006 (“FPE 2006”) and financial year ended 31 December 2007 (“FYE 2007”) are summarised as
     follows:
                                                                          FPE 2006           FYE 2007
     Revenue                                (RM)                                   -                  -
     Profit Before Tax / (Loss Before Tax) (RM)                             (2,350)            (19,105)
     Taxation                               (RM)                                   -                  -
     Profit After Tax / (Loss After Tax)    (RM)                            (2,350)            (19,105)
     Earnings Per Share                     (sen)                              N/A                 N/A
     Dividend Rate                          (%)                                N/A                 N/A

     Note:
     There was no extraordinary item and exceptional item throughout the period under review.



                      - The remainder of this page is intentionally left blank -




                                                 12
                                                                                            APPENDIX II


FURTHER INFORMATION


1.   DIRECTORS’ RESPONSIBILITY STATEMENT

     This Circular has been seen and approved by the Board and they collectively and individually
     accept full responsibility for the accuracy of the information given in this Circular and confirm
     that, after having made all reasonable enquiries and to the best of their knowledge and belief, there
     are no false or misleading statements or other material facts the omission of which would make
     any statement herein misleading.

     The information pertaining to JCSB and CHSB was provided by and/or based on representations
     made by JCSB and CHSB, as the case may be. The responsibility of the Board is therefore limited
     to the accurate reproduction of such relevant information in this Circular.


2.   MATERIAL LITIGATION, CLAIMS OR ARBITRATION

     Save as disclosed below, as at 28 May 2008, neither Jetson nor any of its subsidiary companies are
     engaged in any material litigation, claim or arbitration either as plaintiff or defendant, and as at the
     date of this Circular, the directors of Jetson are not aware of any other proceeding, pending or
     threatened, against Jetson Group or of any fact likely to give rise to any proceeding which may
     materially affect the position or business of Jetson Group:

     (a)     Jetson entered into a construction contract with Kumpulan Sepang Utama Sdn Bhd
             (“Respondent”). On July 2002, the project was suspended indefinitely and remains
             incomplete. The total sum due for certified and uncertified works amounted to
             RM10,843,028. The Company has made a provision for doubtful recovery totaling
             RM5,098,537 against the above said debt.

             On 12 December 2002, Jetson joined a winding up petition together with third parties and
             filed an action against the Respondent, pursuant to the recovery of the outstanding
             amounts due from the Respondent. The directors of the Company are optimistic of the
             recoverability of the debts as the Respondent beneficially owns a parcel of land with
             significant worth free from any encumbrances, to compensate the Company’s debt should
             the Respondent be wound up, even though they are unsure as to the ranking of payments
             for the Company. On 22 August 2003, the Company lodged a Debt General Form with the
             Official Assignee and currently the case is under the Official Assignee.

     (b)     Jetson made various claims against Xin Yiap Project Consultants Sdn Bhd (formerly
             known as Xin Yiap Management Services Sdn Bhd) (“Xin Yiap”) by way of arbitration
             proceedings arising out of a construction contract in respect of superstructure works on 3
             Blocks of 5-Storey Apartments for “Cadangan Skim Perumahan Di Atas Lot 2851, Mukim
             Cheras, Daerah Ulu Langat, Selangor” (“Project”). Jetson was the contractor employed by
             Xin Yiap in that Project. The works in the Project were completed by Jetson and a
             Certificate of Practical Completion was issued. The works were completed later than the
             time stipulated in the contract due to events which caused delay and which form part of
             the disputes in the arbitration. Jetson claimed for an approximate amount of RM1,630,688
             and other costs. Xin Yiap counterclaimed for an approximate amount of RM503,257.30
             and other costs. Jetson succeeded in obtaining the Arbitrator’s Award on 23 March 2004
             for an approximate amount of RM900,111.27 with interest and other costs and Xin Yiap
             failed in its counterclaim against Jetson. The Arbitrator’s Award was challenged by Xin
             Yiap at the High Court and the High Court set aside the Arbitrator’s Award. Jetson has


                                                   13
             filed for an appeal at the Court of Appeal against the decision of the High Court. No
             hearing date has been fixed for the appeal as yet. The solicitors are of the opinion that
             Jetson has a reasonably strong case to appeal.


3.   MATERIAL CONTRACTS

     Save as disclosed below and the Settlement Agreement, SPA and JDA, neither Jetson nor its
     subsidiary companies has entered into any material contract (other than contracts entered into in
     the ordinary course of business) during the past two (2) years preceding the date of this Circular:

     The conditional share sale agreement dated 14 November 2007 between Jetson and Kumpulan
     Darul Ehsan Berhad (“KDEB”) in relation to the proposed disposal of the entire issued and paid-
     up share capital of Jetson Corporation Sdn Bhd by Jetson to KDEB for the cash consideration of
     RM30,700,000 (“Disposal”). Jetson had on 24 April 2008 announced that the Disposal has been
     completed on 23 April 2008. With the completion of the Disposal, Jetson Corporation Sdn Bhd
     and its subsidiaries namely Segar Prima Sdn Bhd and Hebat Abadi Sdn Bhd have ceased to be
     subsidiaries of Jetson.


4.   DOCUMENTS AVAILABLE FOR INSPECTION

     The following documents are available for inspection at the Registered Office of Jetson at Lot
     6.05, Level 6, KPMG Tower, 8, First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul
     Ehsan from Mondays to Fridays (except public holidays) during business hours from the date of
     this Circular up to and including the date of the AGM:

     (a)     Memorandum and Articles of Association of Jetson and CHSB;

     (b)     The relevant cause papers in respect of the material litigation referred to in Section 2;

     (c)     Material contracts referred to in Section 3; and

     (d)     The audited consolidated financial statements of Jetson for the financial years ended 31
             December 2006 and 2007 together with the first quarter unaudited results for the financial
             period ended 31 March 2008.



                      - The remainder of this page is intentionally left blank -




                                                  14
                                                    Bayaran Pos Jelas
                                                      Postage Paid
                                                    Pejabat Pos Besar
                                                      Kuala Lumpur
                                                        Malaysia
                                                      No. WP 0049

If undelivered, please return to:-

TENAGA KOPERAT SDN. BHD. (118401-V)
20th Floor, Plaza Permata, Jalan Kampar
Off Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
P.O. Box 12216, 50770 Kuala Lumpur, Malaysia
Tel: 603-4047 3883 Fax: 603-4042 6352

BAHAN PERCETAKAN
PRINTED MATTER

				
DOCUMENT INFO
Description: Form Consent to Transfer Kuala Selangor Land Office document sample