Introduction
Rimbunan Sawit Berhad (“RSB” or “the Company”) wishes to announce that the Company had on 19 January 2011 entered into a Share Sale Agreement (“SSA”) with a non-related party, Lembaga Amanah Kebajikan Masjid Negeri Sarawak (“LAKMNS”), to dispose 1,680,000 ordinary shares of RM1.00 each in the capital of Lubuk Tiara Sdn Bhd (“LTSB”) for a total cash consideration sum of RM13,100,723.00 (“Disposal”). This represents 21% of the total issued and paid-up share capital of LTSB. Upon completion of the Disposal, LTSB shall cease as a subsidiary of RSB.

Background information on LAKMNS

LAKMNS is a charitable trust board established under the Charitable Trust Ordinance 1994 and having its registered office at Tingkat 8, Baitul Makmur, Medan Jaya, Petra Jaya, 93050 Kuching, Sarawak.


Background information on LTSB

LTSB was incorporated on 19 December 1994 and having its registered office at No. 3rd Floor, No. 66-78, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak. The principal business of LTSB is oil palm plantation.

Rationale for the Disposal including any benefit which is expected to accrue to RSB as a result of the Disposal

The Disposal is in exchange for a higher stake in PJP Pelita Biawak Plantation Sdn Bhd which has a higher production due to more matured oil palm.

Risk Factor
The Company does not envisage any specific risk to be associated with the Disposal.

Effect of the Disposal on RSB

The Disposal is not expected to have any material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of RSB.

Details of sale consideration

The sale consideration of RM13,100,723.00 was arrived at based on willing buyer willing seller basis. The sale consideration shall be paid by LAKMNS in the following manner :-

(a) simultaneously upon signing of SSA, LAKMNS shall pay RM200,000.00 as deposit to the Company; and
(b) the balance of RM12,900,723.00 shall be paid to the stakeholders within a period of thirty (30) days from the date when all the conditions precedent have been fulfilled or are satisfied or is waived by LAKMNS or within a period of ninety (90) days from the date of SSA (whichever is the later), such sum to be released to the Company in accordance with terms and conditions of SSA.

The expected gains to RSB Group arising from the Disposal is RM3,374,378.00. The sale proceeds are intended to be utilised as working capital of the Company by 31 December 2011.

Particulars of all liabilities to be assumed by, arising from the Disposal

There is no liability to be assumed by LTSB, arising from the Disposal.

Original cost of investment and the date of such investment

The said shares were acquired on 15 September 2010 at a total consideration sum of RM9,726,345.00.

Interests of the directors and/or major shareholders in the Disposal

None of the directors or major shareholders of RSB nor persons connected with them has any interest, direct or indirect, in the Disposal.

The date on which the terms of the Disposal were agreed upon

The terms of the Disposal were agreed upon on 19 January 2011.

Estimated timeframe for completion of the Disposal

The Disposal is expected to be completed by 30 June 2011.

The Salient Features of the agreements on the Disposal, if any, and the time and place where the documents may be inspected

The SSA and all other relevant documents in connection with the Disposal are available for inspection at RSB’s registered office at No. 85 & 86, Pusat Suria Permata, Jalan Upper Lanang 12A, 96000 Sibu, Sarawak from Monday to Saturday (except public holidays) during normal business hours.

Whether the Disposal is subject to the approval of shareholders and the relevant government authorities and the estimated time frame for submission of the application to the relevant authorities

The Disposal is not subject to the approval of shareholders and the relevant government authorities.

Highest Percentage ratio of the Disposal

The highest percentage ratio applicable to the Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 14.92%.

Statement by Directors

The Board of Directors having considered all aspects of the Disposal, was of the opinion that the Disposal is in the best interests of RSB.