General Announcement
Reference No CU-050331-62702

Submitting Merchant Bank	:	ASEAMBANKERS MALAYSIA BERHAD
Company Name	:	ISLAND & PENINSULAR BERHAD
Stock Name	:	I&P
Date Announced	:	31/03/2005


Type	:	Announcement
Subject	:	ISLAND & PENINSULAR BERHAD ("I&P" or "the Company") Voluntary general offer by I&P to acquire 70,599,161 ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital of Negara Properties (M) Berhad ("Negara"), for a total offer price of RM310,000,000 to be satisfied entirely by the issuance of 91,176,470 new ordinary shares of RM1.00 each in I&P at an issue price of RM3.40 per share to the shareholders of Negara ("VGO on Negara")

Contents :

We refer to the announcements dated 10 March 2005, 11 March 2005, 15 March 2005 and 25 March 2005 as well as circular to shareholders dated 30 August 2004.

On 26 September 2003, Aseambankers Malaysia Berhad ("Aseambankers") had on behalf of I&P, served a notice of VGO on Negara to the board of directors of Negara, a 62.6% subsidiary of Golden Hope Plantations Berhad ("GHPB") to acquire 70,599,161 ordinary shares of RM1.00 each representing the entire equity interest in Negara for a total offer price of RM310,000,000, or approximately RM4.39 per ordinary shares in Negara, to be satisfied by the issuance of 91,176,470 new I&P shares at an issue price of RM3.40 per I&P share ("VGO Consideration Shares").

Subsequently, on 14 January 2005 the offer document detailing the details of the VGO on Negara was despatched to all shareholders of Negara upon obtaining the SC clearances. The first closing period for the offer was revised from 3 March 2005 to 10 March 2005 ("First Closing date"). During the period, GHPB had on 8 March 2005 convened an extraordinary general meeting ("EGM") to accept I&P's offer in relation to GHPB's equity interests in Negara. As announced on 8 March 2005, the shareholders of GHPB had approved the resolution tabled in the aforementioned EGM.

The VGO on Negara had been declared as unconditional as to acceptances on 10 March 2005 and pursuant to Section 24 (3) of the Malaysian Code on Take-overs and Mergers, 1998 as amended by the Malaysian Code on Take-overs and Mergers (Amendment) 2004 ("the Code"), the closing period of the VGO on Negara had been further extended to 25 March 2005 being the final closing date. As at the final closing date, Aseambankers on behalf of I&P had announced that, I&P has obtained 69.42% acceptances from Negara shareholders for the VGO on Negara.

Pursuant to Section 20(6) of the Code, I&P has twenty one (21) days from the First Closing Date to post or credit the VGO Consideration Shares into the central depository accounts of the Negara shareholders who had accepted the Negara VGO. As such I&P has until 31 May 2005 to comply with the aforementioned requirement.

On behalf of I&P, Aseambankers wishes to announce that I&P has received from Kumpulan Wang Simpanan Pekerja via its solicitor Messrs Zaid Ibrahim & Co, a notice that an order has been obtained from the Kuala Lumpur High Court to restrain I&P from acting in any manner whatsoever on the resolution which was purportedly passed at the earlier mentioned EGM of GHPB in relation to the acceptance of the Negara VGO by GHPB.

Aseambankers, on behalf of I&P, had also sought the approval from the SC to extend the time for the crediting of the VGO Consideration Shares into the central depository accounts of the Negara shareholders who had accepted the Negara VGO. As at the time of this announcement, I&P is yet to receive the SC's reply.

Based on the above, the VGO Consideration Shares shall not presently be credited to the central depository accounts of the Negara shareholders who had accepted the Negara VGO, in compliance with the said order, pending the outcome of the court hearing relating to the proceedings initiated by Kumpulan Wang Simpanan Pekerja.