General Announcement   Reference No TC-060928-60982

Company Name	:	TALAM CORPORATION BERHAD
Stock Name	:	TALAM
Date Announced	:	29/09/2006

Type	:	Announcement
Subject	:	TALAM CORPORATION BERHAD ("Talam" or "the Company") PROPOSED DISPOSAL OF 376 ACRES COMPRISING FOUR (4) TITLES OF FREEHOLD LAND AND TWO (2) TITLES OF LEASEHOLD LANDS, ALL LOCATED AT MUKIM TANJUNG 12, DAERAH KUALA LANGAT, SELANGOR FOR A TOTAL PURCHASE PRICE OF RM32,900,000 BY ZILLION DEVELOPMENT SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF TALAM TO BANTING RESOURCES SDN BHD

Contents :

1. INTRODUCTION

The Board of Directors of Talam wishes to announce that its subsidiary, Zillion Development Sdn Bhd ("Zillion Development") has on 28 September 2006 entered into two (2) separate sale and purchase agreements ("S&P Agreements") with Banting Resources Sdn Bhd (Company No. 748576-K) ("Banting") to dispose 376 acres of land located at Mukim Tanjung 12, Daerah Kuala Langat, Selangor ("Land") ("Proposed Disposal").

2. DETAILS OF THE PROPOSED DISPOSAL

2.1 The Land will be disposed free from all charges and encumbrances and with vacant possession on as is where is basis at a purchase price of RM32,900,000 @ RM87,500 per acre ("Purchase Price").

2.2. The Purchase Price was arrived at on a willing buyer and willing seller basis after taking into consideration, inter alia the prevailing market value of the Land.

3. INFORMATION ON THE LAND

The Land comprises of four (4) titles of freehold land and two (2) of leasehold lands, the details of which are as follows:-

Title numbers Leasehold Land Freehold Land
(Area/Acres) (Area/Acres)

Geran 41084, Lot 8379 226.79
(formerly Lot 4125)

Geran 39954, Lot 2324 (Balance) 42.16

HS(D) 5379, PT 6341 (Balance) 58.82

HS(D) 7946, PT 10752 11.98
(formerly Lot 2698)

HS(D) 5567, PT 2699 4.75

HS(D) 5668, PT 2697 31.50
(formerly Lot 2697)

Total 36.25 339.75

4. INFORMATION ON THE PURCHASER

Banting is a company incorporated in Malaysia under the Companies Act, 1965 and having its place of business at No. 62, Jalan Emas 7, Bandar Sungai Emas, 42700 Banting, Selangor.

5. INFORMATION ON ZILLION DEVELOPMENT

Zillion Development was incorporated on 15 December 1994 in Malaysia under the Companies Act, 1965 and having its registered address at Suite 2.05, Level 2, Menara Maxisegar, Jalan Pandan Indah 4/2, Pandan Indah, 55100 Kuala Lumpur with an authorised share capital of RM500,000.00 comprising of 500,000 ordinary shares of RM1.00 each out of which 250,000 ordinary shares of RM1.00 each have been issued and fully paid-up.
Zillion Development is a wholly-owned subsidiary of Talam and its principal activities are property investment and development.

6. ORIGINAL COST OF INVESTMENT

The Company's original cost of investment on the Land is RM33,840,000 and the dates of investment are on 23 December 1994 and 20 February 1995.

7. UTILISATION OF PROCEEDS

The net proceeds generated from the Proposed Disposal will be utilized for working capital.


8. CONDITIONS PRECEDENT AND ESTIMATED TIME FRAME FOR COMPLETION

The Proposed Disposal is subject to the fulfilment of the following conditions precedent inter alia as set out in the S&P Agreements:-

(i) the State's Approval; and

(ii) the approval of the Foreign Investment Committee.


9. APPROVALS

The Proposed Disposal is not subject to the approval of Talam's shareholders and are not subject to other approvals save for the approvals as mentioned in item (8) above.


10. RATIONALE

The Directors of Talam are of the opinion that the Proposed Disposal is in the best interests of the Company and will enhance the working capital of Talam Group for its operational needs.

11. FINANCIAL EFFECT

11.1 Share Capital

The Proposed Disposal will not have any effect on Talam's issued and paid-up share capital.

11.2 Net Tangible Assets and Earnings

The Proposed Disposal will not have any material effect on the net tangible assets and earnings per share of Talam group for the financial year ending 31 January 2007. The Proposed Disposal will result in a one-off loss of RM11,307,776.20.

12. DIRECTORS' RECOMMENDATION

The Directors of Talam are of the opinion that the Proposed Disposal is in the best interest of the Company.

13. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the directors and/or the substantial shareholders of Talam and/or persons connected with a director or major shareholders have any interest, direct or indirect in the Proposed Disposal.

14. DOCUMENTS AVAILABLE FOR INSPECTION

The S&P Agreements are available for inspection at the registered office of the Company at Suite 2.05, Level 2, Menara Maxisegar, Jalan Pandan Indah 4/2, Pandan Indah, 55100 Kuala Lumpur between 9.00 a.m. and 5.00 p.m. from Mondays to Friday (except public holidays) for a period of one (1) month from the date of this announcement.

 

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