ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF MULTI SKIES NUSANTRA LIMITED BY TELEMEDIA PACIFIC COMMUNICATIONS PTE LTD

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1 BAN JOO & COMPANY LIMITED (Company Registration No.: R) (Incorporated in the Republic of Singapore) ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF MULTI SKIES NUSANTRA LIMITED BY TELEMEDIA PACIFIC COMMUNICATIONS PTE LTD 1. Introduction The Board of Directors of Ban Joo & Company Limited (the Company ) wishes to announce that its wholly owned subsidiary, Telemedia Pacific Communications Pte Ltd ( TPC ), has today entered into a conditional sale and purchase agreement (the Sale and Purchase Agreement ) with Bright Reach International Limited (the Vendor ) to acquire from the Vendor the entire issued and paid-up share capital of Multi Skies Nusantra Limited ( MSN ) at a cash consideration of up to US$21.8 million (approximately S$30.5 million 1 ) (the Purchase Consideration ) (the ). Following completion of the, MSN will become a wholly owned subsidiary of TPC. 2. Information on MSN, PT Kamu, PT MSN and the Business 2.1 Information on MSN MSN was incorporated as a limited liability company in Hong Kong on 5 January As at the date of the Sale and Purchase Agreement, MSN had an authorised share capital of HK$10,000 (approximately S$1,802) comprising 10,000 ordinary shares of HK$1.00 (approximately S$0.18) par value each of which HK$1.00 (approximately S$0.18) comprising 1 ordinary share of HK$1.00 (approximately S$0.18) par value had been issued and fully paid-up. MSN is an investment holding company and as at the date of the Sale and Purchase Agreement, MSN owns 100% of the issued and paid-up share capital of PT Karunia Anugerah Mitra Utama ( PT Kamu ) which in turn owns 100% of the issued and paid-up share capital of PT Multi Skies Nusantara ( PT MSN ) (collectively, referred to as Subsidiaries ). 1 Unless otherwise stated in this announcement, an exchange rate of US$1.00 to S$ has been used to convert US Dollars to Singapore Dollars. 1

2 The corporate structure of MSN is as follows:- MSN 100% PT Kamu 100% PT MSN As at the date of the Sale and Purchase Agreement, MSN has no assets and liabilities save for its interest in PT Kamu (which in turn owns PT MSN). 2.2 Information on PT Kamu PT Kamu was incorporated as a limited liability company in Indonesia by articles of association contained in the deed of establishment number 16 dated 21 February 2003 drawn up before Antoni Halim, S.H., Notary in Jakarta, approved by the Minister of Law & Human Rights of the Republic of Indonesia by virtue of his decree number C HT TH.2003 dated 21 March As at the date of the Sale and Purchase Agreement, PT Kamu had an authorised share capital of Rp 600,000,000 (approximately S$0.10 million) comprising 6,000 ordinary shares of Rp 100,000 (approximately S$16.36) each of which the entire authorised capital has been fully issued and paid-up. PT Kamu is an investment holding company. 2.3 Information on PT MSN PT MSN was incorporated as a limited liability company in Indonesia by articles of association contained in the deed of establishment number 214 dated 30 April 2007 drawn up before Ingrid Lannywaty, S.H., Notary in Jakarta, approved by the Minister of Law & Human Rights of the Republic of Indonesia by virtue of his decree number W HT TH.2007 dated 29 May As at the date of the Sale and Purchase Agreement, PT MSN had an authorised capital of Rp 550,000,000 (approximately S$0.09 million) comprising 5,500 ordinary shares of Rp100,000 (approximately S$16.36) each of which the entire issued and paid-up share capital of PT MSN had been issued and fully paid-up. 2

3 Based on the management accounts of PT MSN for the financial period ended 28 February 2010, the NTA and the net profit after tax of PT MSN was Rp 543 million (approximately S$0.09 million) and Rp 43.5 million (approximately S$7,000) respectively. PT MSN is engaged in the business of building, operating and leasing base station controllers for universal service obligations ( USO ) sites to enable the roll out of telecommunication services in the remote areas in Indonesia (the Business ). 2.4 Information on the Business It is the understanding of the Company that the Indonesian government intends to foster the growth of mobile telephony in the country replacing fixed lines as the preferred means of communication in Indonesia and to improve telecommunication infrastructure in remote villages throughout Indonesia by building USO sites in these places. These USO sites which operate through satellite instead of land lines will be able to provide communication links to these remote villages. PT MSN and/or its partners have been contracted by PT Telkom to build some 4,700 USO sites in various Indonesia provinces, and will receive a monthly fee for each site that it builds and operates. To date, more than 1,000 USO sites have been completed. 3. Purchase Consideration The Purchase Consideration of up to US$21.8 million (approximately S$30.5 million) is to be funded by internal resources and will be satisfied entirely in cash in the following manner: (i) (ii) a sum of US$7,800,000 (approximately S$10.9 million) (the Initial Consideration ), which shall be paid to the Vendor on Completion (as defined below); and an additional sum (the Earned Consideration ), which shall be calculated based on the number of additional USO sites installed by PT MSN which have been accepted by PT Telkom (which will be evidenced by a certificate of final acceptance issued by PT Telkom) within 18 months of Completion as follows: US$14,000,000 / 3611 * number of USO sites accepted TPC shall make an advance payment of US$14,000,000 (approximately S$19.6 million) (representing the maximum amount of Earned Consideration possible) to the Vendor within 14 days of receipt of a bank guarantee from a reputable bank in Indonesia (or a reputable offshore jurisdiction acceptable to TPC) in form and substance acceptable to TPC (the Bank Guarantee ) for the amount of the advance payment. The Bank Guarantee shall remain valid for a period of more than 18 months from the date of its issuance, and the amount of the Bank Guarantee shall be reduced proportionately every quarter by the following amount: US$14,000,000 / 3611 * number of USO sites accepted in the previous quarter Over the 18 month period after Completion, the amount of the Bank Guarantee (after the reductions made for the number of USO sites accepted) shall be automatically paid to TPC. 3

4 Other than the Bank Guarantee, TPC and the Vendor may also agree on an alternative method of payment and security for the Earned Consideration in lieu of the Bank Guarantee as stipulated in the Sale and Purchase Agreement. Completion is expected to take place on 30 April 2010 after the satisfaction or waiver of the conditions precedent as highlighted in section 4 of this announcement ( Completion ). The Purchase Consideration was arrived at after arm s length negotiations between TPC and the Vendor, on a willing-buyer, willing-seller basis, taking into account, inter alia, the valuation of the Business by Spectrum Value Partners ( Spectrum ) and future prospects of the Business. Spectrum had arrived at a valuation of US$23.2 million (approximately S$32.5 million) in respect of the Business. 4. Conditions Precedent Pursuant to the Sale and Purchase Agreement, completion of the is conditional upon, inter alia, the following: (a) (b) (c) (d) (e) (f) (g) the Vendor having obtained all necessary approvals and consents for entering into the Sale and Purchase Agreement and carrying out the transactions contemplated under the said agreement, including without limitation, the passing of a resolution by its Board of Directors approving the transactions contemplated under the Sale and Purchase Agreement; the waiver of any restrictions on transfer (including rights of pre-emption) which may exist in relation to the shares of MSN, whether under the articles of association of MSN or otherwise; the delivery of a legal opinion (in a form acceptable to TPC in its absolute discretion) to TPC from TPC s Indonesian counsel, confirming that MSN exercises control over each of the Subsidiaries (through MSN s direct and indirect shareholding interests in each of the Subsidiaries) and verifying the PMA company status of PT Kamu as required under Indonesian foreign investment law; the delivery of a legal opinion (in a form acceptable to TPC in its absolute discretion) to TPC from TPC s Singapore counsel, Baker & McKenzie.Wong & Leow, confirming that the Sale and Purchase Agreement constitutes legally valid, binding and enforceable obligations on TPC and the Vendor; the delivery of a tax opinion (in a form acceptable to TPC in its absolute discretion) to TPC from Ernst and Young Indonesia that the acquisition of the shares of MSN by TPC would not give rise to any adverse tax consequences to MSN (and/or its Subsidiaries) and/or to TPC which in any case are unacceptable to TPC; completion by TPC of a satisfactory financial due diligence (as determined by TPC in its absolute discretion) on the business, financial condition, assets and liabilities of each of the Subsidiaries; completion of a review of the Transaction Documents by TPC s financial advisor, PrimePartners Corporate Finance Pte. Ltd.; and 4

5 (h) completion by TPC of satisfactory due diligences (as determined by TPC in its absolute discretion) on any aspect of the transaction contemplated under the Sale and Purchase Agreement (including but not limited to due diligences from a legal, financial, tax or other perspective conducted on each of MSN and/or the Subsidiaries in so far as this is not addressed in sub-paragraphs (f) and (g) above). If any of the aforesaid conditions precedent is not fulfilled (or waived either in whole or in part at any time by TPC) prior to 30 April 2010 or such other date whereby TPC may at its sole option extend by up to an additional 30 days, the Sale and Purchase Agreement shall, ipso facto, automatically terminate and neither party shall have any claim against the other party for costs, damages, compensation or anything whatsoever. 5. Rationale for the The is in line with the Company s plans to invest in profitable businesses and to diversify from its textile business. It is expected that the Company s venture into the Business via the should bring about a stable, recurring income stream for the Company and its subsidiaries (the Group ) going forward. 6. Financial Effects of the 6.1 The proforma financial effects of the presented below: (a) (b) (c) (d) are for illustrative purposes only and do not reflect a projection of the actual future financial performance or financial position of the Company after completion of the ; are based on (i) the audited consolidated financial statements of the Company for its financial year ended 30 September 2008 and (ii) the management accounts of MSN for its financial period from the date of incorporation on 5 January 2010 to 28 February 2010; and assume that the had taken place on 30 September 2008 for illustrating the financial effects on the consolidated net tangible liabilities of the Group; and assume that the had taken place on 1 October 2007 for illustrating the financial effects on the consolidated earnings of the Group. 5

6 6.2 Net Tangible Liabilities ( NTL ) per share Before the After the NTL (S$ 000) (21,128) (51,559) Number of shares 876,662, ,662,933 NTL per share (S$ cents) (2.41) (5.88) 6.3 Loss per share Before the After the Loss after tax (S$ 000) (30,580) (30,573) Weighted average number of shares 876,662, ,662,933 Loss per share (S$ cents) (3.49) (3.49) 6.4 Gearing Before the After the Total borrowings (S$ 000) (1) 35,457 35,457 Cash and cash equivalents (S$ 000) 8,716 (21,797) Shareholders funds (S$ 000) (1) (21,128) (21,128) Gross gearing (times) (1) N.M. (2) N.M. (2) Net gearing (times) (1) N.M. (2) N.M. (2) Notes: (1) The expression Total borrowings means all interest-bearing debts of the Company. The expression Shareholders funds refers to the aggregate of issued and paid-up share capital and other reserves and share premium of the Company and excludes minority interests. Gross gearing is computed based on the ratio of Total borrowings to Shareholders funds and Net gearing is computed based on the ratio of Total borrowings less Cash and cash equivalents to Shareholders funds. (2) The expression N.M. means not meaningful. 6

7 7. Relative Figures under Chapter 10 of the Singapore Exchange Securities Trading Limited ( SGX-ST ) Listing Manual The relative figures computed on the bases set out in Rule 1006 of the SGX-ST Listing Manual and based on the latest unaudited consolidated financial statements of the Group for the financial period ended 31 December 2009 are set out below: (a) Net asset value of the assets to be disposed of compared with the Group s net asset value as at 31 December 2009 N.A (1) (b) The net profits (2) attributable to the assets acquired (3) compared with the Group s net profits (2) for the financial period ended 31 December % (c) Aggregate value of the Purchase Consideration (4) given compared with the Company s market capitalisation as at 31 March 2010 (5) (being the market day immediately preceding the date of the execution of the Sale and Purchase Agreement) 11.32% (d) The number of equity securities issued by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue N.A (6) Notes: (1) Not applicable as the is for an acquisition of assets by the Company. (2) Under Rule 1002(3)(b) of the Listing Manual, net profits is defined as profit or loss before income tax, minority interests and extraordinary items. (3) Based on the management accounts of MSN for the financial period from the date of incorporation to 28 February 2010 as provided by MSN. (4) The Purchase Consideration of US$21.8 million has been converted to S$30.5 million by using an exchange rate of US$1.00 to S$ (5) The market capitalisation of the Company is determined by multiplying the number of issued shares, being 5,995,762,828 shares, by the volume weighted average price of such shares transacted on 31 March 2010 of S$ per share. 7

8 (6) Not applicable as there are no equity securities issued by the Company as consideration for the. As the relative percentage under Rule 1006(c) exceeds 5% but does not exceed 20%, the constitutes a Discloseable Transaction as defined under Chapter 10 of the SGX-ST Listing Manual. 8. Interests in the None of the Directors or controlling shareholders of the Company has any interest, direct or indirect, in the. MSN has undertaken to TPC that neither it, its beneficial shareholders nor its directors are interested persons within the meaning of Chapter 9 of the Listing Manual. 9. Responsibility Statement The Directors (including those who have been delegated supervision of this announcement) collectively and individually accept full responsibility for the accuracy of the information given in this announcement (save for information relating to MSN, PT Kamu and PT MSN) and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this announcement are fair and accurate in all material respects as at the date hereof, and that there are no material facts the omission of which would make this announcement misleading in any material respect. Where information relating to MSN, PT Kamu and PT MSN has been extracted from published or otherwise available sources or is otherwise based on information obtained from the Vendor, MSN, PT Kamu or PT MSN, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from these sources or, as the case may be, accurately reflected or reproduced in this announcement. 10. Documents for Inspection A copy of the Sale and Purchase Agreement and the valuation report (save for commercially sensitive information contained therein) will be made available for inspection during normal business hours at the registered office of the Company at 25 Circular Road Singapore for a period of three months from the date of this announcement. 8

9 By Order of the Board Ban Joo & Company Limited HADY HARTANTO Executive Deputy Chairman 1 April 2010 Note: Caution in Respect of Dealing in the Shares in the Company Shareholders and potential investors should note that the is subject to certain conditions precedent being fulfilled. There is no assurance that all conditions precedent will be fulfilled or satisfied. Accordingly, the shareholders of the Company are advised to exercise caution in respect of dealings in the shares in the capital of the Company. 9