INVESTOR RELATIONS

1. INTRODUCTION

The Board of Directors of Naim Holdings Berhad ("Naim" or "the Company") wishes to announce that its wholly-owned sub-subsidiary, NCSB Engineering Sdn. Bhd ("NCSBE"), has on 1^st March  2010 acquired 450,000 ordinary shares of RM1.00 each fully paid, representing 15% equity interest in Plus Viable Sdn. Bhd. ("PVSB") from Chiew Kee Engineering Sdn. Bhd. (“CKESB”) for a total cash consideration of Ringgit Malaysia Five Hundred and Eighty-Five Thousand only (RM585,000.00) ("the Acquisition").

Details of the Acquisition are as follows:- 

*wholly-owned sub-subsidiary of the Company.

2. INFORMATION OF CKESB  

CKESB was incorporated on 20 December 1997 as construction contractor with a paid-up capital of 1,000,000 ordinary shares of RM1.00 each. Mr Wong Sei Ping and Mr Robert Asing each hold 50% equity in CKESB.

Prior to the Acquisition, CKESB held 30% equity interest in Plus Viable Sdn. Bhd. After the Acquisition by NCSBE, CKESB shall be left with a balance of 15% equity interest in PVSB.

3. INFORMATION OF PVSB

PVSB was incorporated on 2 March 2007 and has an authorised share capital of RM5,000,000.00 divided into 5,000,000 ordinary shares of RM1.00 each. The issued and paid-up share capital is RM3,000,000.00 comprising 3,000,000 ordinary shares of RM1.00each. 

PVSB is engaged in the operation of premix plant.

4. PURCHASE CONSIDERATION

The purchase consideration is arrived at on a “willing-buyer willing-seller” basis after taking into consideration the unaudited net tangible assets as at 31 December 2009 of RM1.37 per share less discount of 5%.  The purchase consideration is to be satisfied entirely by cash through internally generated funds.

5. RATIONALE

PVSB is a 70% subsidiary of the Naim Group. The Acquisition will result in NCSBE increasing its equity interest in PVSB to 85%.

The Acquisition will enable NCSBE to increase its control in the asphalt operation of PVSB.  The bitumen plant has been catering to NCSBE needs in road construction where supplies of bitumen in the market are scare and prices are highly volatile. 

6. FINANCIAL EFFECTS

The Acquisition will not have any material effect on the share capital, net assets substantial shareholders’ shareholdings and earnings of the Naim Group for the financial year ended 31 December 2010.

7. COST OF INVESTMENT

The original cost and date of the CKESB’s investments in PVSB are as follows:- 

8. APPROVAL REQUIRED

The Acquisition does not require the approval of shareholders of the Company and/or other governmental authorities.

9. DIRECTORS AND MAJOR SHAREHOLDERS’ INTERESTS

Save for the following directors of PVSB, none of the Directors and other major shareholders of the Company and/or persons connected to them have any interest, direct or indirect, in the Acquisition:-

i) Mr. Wong Sei Ping

a) director of PVSB and CKESB

b) major shareholder of CKESB

ii) Mr. Robert Asing

a) director of PVSB and CKESB

b) major shareholder of CKESB

10. STATEMENT BY THE BOARD OF DIRECTORS OF NAIM

The Board of Directors of Naim having considered all aspects of the Acquisition, is of the opinion that the Acquisition is fair and reasonable and is in the best interest of the Naim Group.

Dated this 2^nd March 2010