Table 1   Table 2   Table 3   Table 4  


Table 1 - Revisions in the mode of settlement for the Unsecured FI-Creditors in the LCB Scheme Companies and ACB Scheme Companies

Debtor Companies

Scenario

Amount addressed and mode of settlement

Bonds/ Consolidated & Rescheduled Debts

PLC Shares

RCCPS

LCB Scheme Companies

Revised GWRS Proposals

87.5% of
Adjusted Applicable Debts

12.5% of
Adjusted Applicable Debts

-

Further Revisions

84.5% of
Adjusted Applicable Debts

15.5% of
Adjusted Applicable Debts

-

ACB Scheme Companies

Revised GWRS Proposals

84.84% of
Adjusted Applicable Debts

15.16% of
Adjusted Applicable Debts

-

Further Revisions

84.76% of
Adjusted Applicable Debts

15.24% of
Adjusted Applicable Debts

-

Notes to Table 1:

(1) The portion of the indebtedness owing to FI-Creditors, which is unsecured, shall be termed as "Unsecured FI-Creditors".

(2) "Adjusted Applicable Debt(s)" refers to the "Outstanding Principal Amount(s)" owing to the FI-Creditors less the "Principal Waived".

"Outstanding Principal Amount(s)" refers to the principal amount(s) owing to the FI-Creditors as at the "Effective Date" inclusive of capitalization of all interest (including penalty interest) in accordance with (i) existing terms of the facilities of the FI-Creditors for the period up to 30 September 2001 (inclusive) and (ii) at the following base rates as at 28 September 2001 for the period from 1 October 2001 to the "Effective Date" (both dates inclusive):
a) For debt denominated in USD : 3-months USD Singapore Inter Bank Offer Rate – 2.59% per annum
b) For debt denominated in RM : Base Lending Rate of Malayan Banking Berhad – 6.40% per annum

For Unsecured FI-Creditors,"Principal Waived" = Outstanding Principal Amount – "Reference Principal Amount"

"Reference Principal Amount(s)" refers to the principal amount(s) owing to the FI-Creditors as at 30 June 1999, whilst "Accrued Interest" refers to accrued interest (excluding penalty interest) owing to the FI-Creditors for the period between 1 July 1999 and the Effective Date (both dates inclusive).

The "Effective Date" means the date on which the Further Revisions come into effect upon lodgment of an official copy of the court orders with the Registrar of Companies, Malaysia.

For the FI-Creditors whose interest between 1 July 1999 and the Effective Date (both dates inclusive) is serviced ("Further Sum"), their Outstanding Principal Amounts shall be subject to an additional waiver equivalent to the Further Sum.

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Table 2 – Amount of Bonds and Consolidated and Rescheduled Debts, PLC Shares and RCCPS to be issued to FI-Creditors and Inter-PLC Creditors

<-------Bonds-------->

Amount converted into PLC Shares

Amount converted into RCCPS

For FI Creditors

For Purchase Consideration / Inter-PLC Payment

Consolidated and Rescheduled Debts

Total

RM 'mil

RM'mil

RM 'mil

RM'mil

USD 'mil

RM'mil

Further Revisions

LCB Scheme Companies

291.31

-

517.20

1,073.22

2.66

1,891.84

LLB Scheme Companies

131.00

-

327.06

75.00

58.44

755.13

ACB Scheme Companies

544.64

-

998.41

184.96

613.71

4,060.11

AMB Scheme Companies

32.74

32.74

24.43

120.40

138.95

738.32

------------

-------------

-------------

--------------

--------------

------------

999.69

32.74

1,867.10

1,453.58

813.76

7,445.40

=======

=======

=======

========

========

=======

Revised GWRS Proposals

LCB Scheme Companies

246.08

-

534.01

1,183.45

2.75

1,973.99

LLB Scheme Companies

131.00

-

327.06

108.90

58.44

789.03

ACB Scheme Companies

547.64

-

999.50

275.04

613.85

4,154.81

AMB Scheme Companies

32.74

32.74

24.43

120.40

138.95

738.32

-------------

-------------

-------------

--------------

--------------

------------

957.46

32.74

1,885.00

1,687.79

813.99

7,656.15

=======

=======

=======

========

========

=======

Notes:
(1) The above amounts are inclusive of, inter-alia, up-front cash payments and the Bonds to be issued for repayment of inter-company payables by each listed group to other companies of another listed group and as payment of purchase considerations for the proposed acquisitions as described in this announcement and earlier announcements dated 5 July 2000, 11 September 2000, 19 October 2000 and 8 October 2001.

(2) "RCCPS" denotes redeemable cumulative convertible preference shares in AMB.

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Table 3 – Indicative number of PLC Shares and RCCPS to be issued

Further Revisions

Revised GWRS Proposals

Shares 'mil

Shares 'mil

LCB

· For equity kickers, debt-equity conversion and Non-FI Creditors

396.14

352.92

LLB

· For equity kickers, debt-equity conversion and Non-FI Creditors

264.51

265.26

ACB

· For equity kickers, debt-equity conversions and Non-FI Creditors

712.34

720.17

AMB

· For equity kickers and debt-equity conversion

54.12

53.85

· For conversion of RCCPS

29.76

29.76


Notes:

(1) For illustrative purposes only, the number of PLC Shares to be issued as shown above, is calculated assuming an issue price of RM1.05 per PLC Share for the related-party transactions as set out in Section 2.2.2 above and at RM1.00 per PLC Shares for all other transactions. The final issue price/value of the PLC Shares shall be fixed after the receipt of the SC's approval for the Further Revisions and at a price to be agreed by the relevant parties based on the then theoretical market price of the PLC Shares (calculated using the market price of the PLC Shares prevailing after the SC's approval and after adjusting for the proposed capital reconstruction for the relevant share, subject to a minimum issue price of the par value of the PLC Shares of RM1.00. In the case of the related-party transactions as set out in Section 2.2.2 above, the final issue price/value of the PLC Shares shall be fixed at a 5% premium to the then theoretical market price of the PLC Shares, subject to a minimum issue price of the par value of the PLC Shares of RM1.00 provided the theoretical market price shall be below 95 sen.

(2) For illustrative purposes only, the number of AMB Shares to be issued pursuant to full conversion of the RCCPS as shown above, is calculated assuming a conversion price of RM1.10 per AMB Share. The conversion price of the RCCPS shall be fixed after the receipt of the SC's approval and at a 10% premium to the final issue price of the new AMB Shares to be issued to the FI-Creditors for the AMB Scheme Companies ("Issue Price"). The Issue Price of the new AMB Shares shall be determined after the receipt of the SC's approval and at a price to be agreed by the relevant parties based on the then theoretical market price of the AMB Shares (calculated using the market price of AMB Shares prevailing after the SC's approval and after adjusting for the proposed capital reconstruction for AMB Shares), subject to a minimum issue price of the par value of the AMB Shares of RM1.00.


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Table 4 – Financial Effects

Before the Further Revisions
(Audited Consolidated as at 30 June 2001)

After the Further Revisions

LCB

RM'mil

RM'mil

Issued and paid-up share capital

182.90

938.06

Number of shares (RM1.00 each) (mil)

182.90

938.06

Consolidated NTA

(394.79)

401.13

Consolidated NTA per share (RM)

(2.16)

0.43

Gearing (times)

Not Meaningful

2.9

Before the Further Revisions
(Audited Consolidated as at 30 June 2001)

After the Further Revisions

LLB

RM'mil

RM'mil

Issued and paid-up share capital

593.38

709.55

Number of shares (RM1.00 each) (mil)

593.38

709.55

Consolidated NTA

643.80

1,525.04

Consolidated NTA per share (RM)

1.08

2.15

Gearing (times)

2.40

1.27

Before the Further Revisions
(Audited Consolidated as at 30 June 2001)

After the Further Revisions^

AMB

RM'mil

RM'mil

Issued and paid-up share capital

147.45

368.26

Number of shares (RM1.00 each) (mil)

147.45

368.26

Consolidated NTA

25.16

306.90

Consolidated NTA per share (RM)

0.17

0.83

Gearing (times)

22.38

2. 50

^ Assuming full conversion of RCCPS at a conversion price of RM1.10 per AMB Share.

Before the Further Revisions
(Audited Consolidated as at 30 June 2001)

After the Further Revisions*

ACB

RM'mil

RM'mil

Issued and paid-up share capital

629.80

1,598.27

Number of shares (RM1.00 each) (mil)**

1,259.59

1,598.27

Consolidated NTA

(821.02)

1,273.71

Consolidated NTA per share (RM)

(0.65)

0.80

Gearing (times)

(16.1)

2.5

* Assuming conversion of the new 4 1/2 years Warrants
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