Acquisition Of 34.6% Equity Interest In Qualitas Healthcare Corporation Sdn Bhd

BACKGROUND
On 4 May 2001, Landmarks Berhad ("Landmarks") announced that Maya Wilayah Sdn Bhd ("MWSB"), a wholly owned subsidiary of Landmarks, had entered into a subscription agreement with QHC, Dato'Dr Noorul Ameen bin Mohamed Ishack ("DRN") and Warburg Pincus Ventures LP ("WP") for subscription of shares in QHC ("Subscription Agreement"). Under the Subscription Agreement, MWSB is to subscribe for 5,675,708 ordinary shares of nominal value RM1 each in QHC for RM5,675,708. Landmarks also entered into a Share Sale Agreement with WP to acquire 4,600,000 convertible preference shares ("CPS") of nominal value RM1 each in QHC for RM2,852,000 (or 62 sen for each CPS).

Landmarks' total investment of RM8,527,708 for a combination of 5,675,708 ordinary shares and 4,600,000 convertible preference shares in QHC ("the Acquistion") would give it a 34.6% stake in the enlarged equity share capital of QHC (comprising of ordinary shares and CPS) or 60% of QHC's ordinary share capital.

On 15 June 2001, Landmarks announced it had completed the Due Diligence and was satisfied with the results of the Due Diligence; and

On 13 December 2001, Landmarks announced that approval from the FIC had been obtained vide a letter from FIC dated 31 October 2001 which was received by Landmarks on 23 November 2001. The FIC's approval of the Acquisition is subject to QHC raising, and maintaining its Bumiputera equity at 51% at all times. All parties have agreed that the agreements are unconditional and have further agreed that the First Subscription Date will be on 1 January 2002.