Contents :
(I) PROPOSED RESTRICTED ISSUE OF UP TO 30,000,000 NEW ORDINARY SHARES OF RM0.50 EACH IN MAICA ("MAICA SHARES") AT AN ISSUE PRICE OF RM1.02 PER SHARE FOR CASH ("PROPOSED RESTRICTED ISSUE");
(II) PROPOSED ACQUISITION OF 2,000,000 ORDINARY SHARES OF RM1.00 EACH IN HYRAX OIL SDN BHD ("HYRAX"), REPRESENTING THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF HYRAX AT A TOTAL PURCHASE CONSIDERATION OF RM50,000,000 TO BE SATISFIED BY THE ISSUE OF 50,000,000 NEW MAICA SHARES AT AN ISSUE PRICE OF RM1.00 PER SHARE ("PROPOSED ACQUISITION");
(III) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION INTO FIVE (5) NEW ORDINARY SHARES OF RM0.10 EACH IN MAICA FOR EVERY ONE (1) EXISTING MAICA SHARE HELD AFTER THE PROPOSED RESTRICTED ISSUE AND PROPOSED ACQUISITION (“PROPOSED SHARE SPLIT”);
(IV) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF MAICA (“PROPOSED IASC”); AND
(V) PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF MAICA (“PROPOSED AMENDMENTS”)
(COLLECTIVELY REFERRED TO AS THE "PROPOSALS") We refer to the announcements dated 14 January 2004, 9 July 2004, 25 August 2004, 28 September 2004, 25 October 2004, 22 December 2004 and 11 January 2005 in relation to the Proposals. On behalf of MAICA, Commerce International Merchant Bankers Berhad wishes to announce that MAICA and the vendors of Hyrax, namely Md. Nahar Bin Noordin, Hazimah Binti Zainuddin, Shah Hakim @ Shahzanim Bin Zain, Kamaluddin Bin Abdullah, Wan Pauzi Bin Yahya, Dato’ Mohamed Azman Bin Yahya and Che Roslan Bin Abdul Ghani, have on 18 August 2005 mutually agreed to rescind the conditional sale and purchase of shares agreement dated 12 January 2004 for the Proposed Acquisition, supplemental agreement dated 9 July 2004 and letter dated 11 January 2005 for the extension of time to fulfill the conditions precedent set out in the above agreements and to release each other from all obligations and liabilities under the agreements/letter. The above parties have also confirmed that they have no claims against each other arising from the agreements/letter. The increase in oil prices to unexpected levels during the recent months has led to higher uncertainties in certain oil related industries and businesses. This has significantly affected the performance of Hyrax, which is involved in the manufacturing and trading of transformer oil and lubricants, due to the prices of its raw materials comprising mainly base oils. The Board of Directors of MAICA (“Board”) is of the opinion that it is in the best interest of the Company not to proceed with the Proposed Acquisition. Accordingly, the Board will continue to source for viable businesses to be injected into MAICA. The Proposed Restricted Issue was proposed to raise funds for the working capital requirement of MAICA’s future business and to defray expenses in relation to the Proposals. Presently, such funding is not required pending injection of new businesses into MAICA. In view of this, the Board has resolved not to proceed with the Proposed Restricted Issue. Further, after deliberation and in view that its shares are presently trading at affordable prices, the Board has also resolved not to proceed with the Proposed Share Split. Therefore, the Company will also not proceed with the Proposed IASC and Proposed Amendments as well. (This announcement is dated 18 August 2005).