Provision In The Deed Poll Governing Extension of Exercise Period Of Warrants

General Announcement Reference No RP-010830-63742

Company Name	:	RELIANCE PACIFIC BERHAD
Stock Name	:	RPB
Date Announced	:	03/09/2001

Type	:	Announcement
Subject	:	PROVISION IN THE DEED POLL GOVERNING EXTENSION OF EXERCISE PERIOD OF WARRANTS

Contents :

With reference to the above matter, we confirm that the warrants of RPB listed in the KLSE have the provisions for extension of exercise period of warrants as per the Supplemental Deed Poll No. 2 dated 5 November 1999.

Introduction

Reliance Pacific Berhad ('RPB') executed a Deed Poll dated 5 April 1995 constituting up to 13,950,000 warrants which were issued together with RM45,000,000 3% redeemable unsecured bank guarantee registered bonds 1995/2000. The warrants are listed on the Main Board of KLSE. The warrants entitle the warrant holders to subscribe for one new ordinary share of RM1.00 each in RPB at an exercise price of RM4.90 per share within a period of 5 years from the date of issue up to 13 April 2000.

However, further to the following corporate exercise which was approved by the shareholders of RPB and the Securities Commission on 25 September 1996 and 11 October 1996 respectively : -

(i) The Bonus Issue of 37,228,800 new ordinary shares of RM1.00 each on the basis of four (4) new ordinary shares for every five (5) existing ordinary shares held ; and

(ii) The right issue of 23,268,000 new ordinary shares of RM1.00 each at an issue price of RM2.45 per new ordinary share on the basis of one (1) new ordinary share for every two (2) existing ordinary shares held.

an additional 12, 801,255 new warrants were issued to warrantholders and the exercise price were revised from RM4.90 to RM2.55.

Extension of Exercise Period of Warrants

On 28 September 1999, the warrants holders and the shareholders have approved the extension of exercise period of warrants for an additional period of three (3) years from 13 April 2000 up to and including 13 April 2003 and thereafter an option to extend the exercise period for a further period of one (1) year expiring on 13 April 2004 ("the First Option") and another option to extend the exercise period for a further period of one (1) year expiring on 13 April 2005 ("the Second Option") (hereinafter collectively referred to as the "Extension Period").

The Extension Period was approved by the Securities Commission on 24th February 1999 and the KLSE has approved the Supplemental Deed Poll No. 2 in respect of the Extension Period on 3rd September 1999.

In accordance to the Supplemental Deed Poll No. 2, the Company shall extend the Exercise Period in the following manner subject to the Rules of the Central Depository , regulations and guidelines of the relevant authorities from time to time :-


(i) The Company shall, not later than three (3) months prior to the last date of the exercise period of the warrants, make an announcement to the relevant authorities of its decision to exercise the First Option to extend the exercise period of the warrants ("the First Announcement Date");

(ii) The First Option may only be effected if the Warrants are "out-of-the-money", as defined below, during the period of thirty (30) continuous market days prior to the First Announcement Date ("the First Monitoring Period"); and

(iii) The warrants shall be considered "out-of-the money" if the weighted average market price of the Company's shares as quoted on the Stock Exchange for everyday during the First Monitoring Period does not equal or exceed one hundred and twenty five (125%) per centum of the Exercise Price of the Warrants, such determination to be certified by the Auditors;

and a further option to extend the Exercise Period of the Warrants for a further period of one (1) year expiring on the 13th day of April 2005 (the Second Option"), in the following manner:-

(i) The Company shall, not later than three (3) months prior to the last date of the exercise period of the warrants, make an announcement to the relevant authorities of its decision to exercise the Second Option to extend the exercise period of the warrants ("the Second Announcement Date");

(ii) The Second Option may only be effected if the Warrants are "out-of-the-money", as defined below, during the period of thirty (30) continuous market days prior to the Second Announcement Date ("the Second Monitoring Period"); and

(iii) The warrants shall be considered "out-of-the money" if the weighted average market price of the Company's shares as quoted on the Stock Exchange for everyday during the Second Monitoring Period does not equal or exceed one hundred and twenty five (125%) per centum of the Exercise Price of the Warrants, such determination to be certified by the Auditors.