SC Approves Removal of Interconditionality Term between TRI's Rights Issue and Internal Restructuring

Kuala Lumpur, 25 February 2002

The Securities Commission (SC) would like to announce that it approved the application made by Technology Resources Industries Berhad (TRI) today to allow the company's Proposed Rights Issue to be no longer conditional on its Proposed Internal Restructuring, after representation had been made that the removal of the interconditionality term between the Proposed Rights Issue and the Proposed Internal Restructuring would not jeopardise the company's restructuring plan.

By way of background, TRI had, in August 2001, proposed to the SC to undertake a Proposed Rights Issue, Proposed Early Redemption Option, Proposed Debt Refinancing, Proposed Internal Restructuring (the Four Proposals) and a Proposed Restricted Issue.

As proposed by TRI, the Four Proposals are interconditional on each other, and are conditional on the Proposed Restricted Issue. However, the Proposed Restricted Issue is not conditional on the Four Proposals. This means that the Proposed Restricted Issue may be implemented on a stand-alone basis. However, each of the Four Proposals cannot be implemented to the exclusion of one another or the Proposed Restricted Issue. These proposals of TRI were approved by the SC.

On 12 December 2001, the company sought the SC's approval to remove the interconditionality term of the above proposals. The SC rejected this application on the grounds that the removal would result in uncertainty to the completion of the company's restructuring exercise.

In TRI's application today, the above concern was addressed. The SC takes note that TRI has issued the restricted shares, secured underwriting arrangements for the Proposed Rights Issue and announced the books closure date for such Proposed Rights Issue. In addition, the Board of Directors of TRI has given an undertaking to the SC that the Proposed Rights Issue will be implemented. A legal opinion from TRI's legal counsel was also submitted, stating that the removal of the interconditionality term will not have a material adverse effect on the company's Restricted Issue, underwriting arrangements for the Proposed Rights Issue, and the Proposed Debt Refinancing.

With the approval given by the SC, TRI should now liaise on the listing of its restricted shares with the Kuala Lumpur Stock Exchange (KLSE) pursuant to the KLSE's Listing Requirements.

The SC will conduct a review of the underlying causes of this occurrence and will take the necessary steps to prevent such an occurrence being repeated.


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