Further re proposed disposal

14 November 2012

Resource Holding Management Limited

("RHM" or the "Company")

Further re proposed disposal

On 16 November 2010 the Company announced that they had entered into a conditional Sale of Shares Agreement ("SSA") with PUC Founder (MSC) Berhad ("Founder") for the proposed disposal of the entire issued share capital of RedHot Media Group Sdn Bhd ("RMG"), Red Media Asia Limited ("Red Media") and Ausscar Group Sdn Bhd ("Ausscar"), all of which are wholly owned operating subsidiaries of RHM, (the "Proposed Disposal") to Founder.

As detailed in the announcement released by the Company on 16 November 2010 (the ("Announcement") the Proposed Disposal is subject to, inter alia, obtaining regulatory approvals in Malaysia, including approval by Bursa Malaysia Securities Berhad ("Bursa Securities"), the stock exchange of Malaysia. On 9 April 2012 the required applications and notification in respect of the Proposed Disposal were submitted to Bursa Securities and the Securities Commission Malaysia.

On 23 February 2012, RHM and Founder entered into a supplementary Sale of Shares Agreement in order to vary and amend some of the terms of the SSA following on from the due diligence exercise undertaken pursuant to the Proposed Disposal, details of which were announced by RHM on 24 February 2012.

On 14 November 2012, RHM and Founder entered into a further supplementary Sale of Shares Agreement (the "Second Supplemental SSA") in order to vary and amend some of the terms of the SSA. The salient terms of the Second Supplemental SSA in relation to the Proposed Disposal include:

(i) The revision of the purchase consideration of the SSA from RM95,000,000 to RM90,000,000, payable entirely by the Consideration Shares (as defined below);

(ii) The revision of the total number of new ordinary shares in Founder to be issued to RHM as consideration (the "Consideration Shares") from 950,000,000 new ordinary shares at an issue price of RM0.10 eachto 750,000,000 new ordinary shares at an issue price of RM0.12 each; and

(iii) The revision of the conditional period of the SSA to 13 May 2013 such that in the event the conditions precedent of the SSA are not fulfilled by 13 May 2013 it shall automatically be extended for a further period of six months or such other date the parties may mutually agree in writing.

As announced on 16 November 2010 RHM will, in connection with the Proposed Disposal, enter into proposed settlements with certain parties. Following the revisions to the Second Supplemental SSA the revised terms for these settlements are now as follows:

·; The allotment of 64,379,263 of the Consideration Shares to Kumpulan Modal Perdana Sdn Bhd ("KMP") in respect of the proposed settlement with KMP of the 1,000,000 class A redeemable convertible cumulative preference shares of RM0.10 each ("RCCPS A") in RH Media Group Sdn Bhd ("RH Media") held by KMP ("Proposed Settlement of RCCPS A");

·; The allotment of 33,333,333 of the Consideration Shares to the investors who hold 2,000,000 class A redeemable convertible preference shares of RM1.00 each ("RCPS") in RMG ("Proposed Settlement of RCPS"); and

·; The allotment of 79,166,667 of the Consideration Shares to three parties who assisted the Company in sourcing a suitable target company listed on the ACE Market of Bursa Malaysia Securities Berhad and who have provided advisory services in relation to the Proposed Disposal. This is calculated on the basis of the previously agreed aggregate amount of RM9,500,000 and the revised issue price of RM0.12 ("Proposed Settlement of Introducer Fees").

The Proposed Settlement of RCCPS A, the Proposed Settlement of RCPS and the Proposed Settlement of Introducer Fees shall be completed upon the Proposed Disposal becoming unconditional.

The balance of the 573,120,737 Consideration Shares being issued pursuant to the Proposed Disposal would be allotted to RHM. Upon completion of the Proposed Disposal and the issue of the Consideration Shares, as revised under the Second Supplemental SSA, RHM would hold 573,120,737 shares in Founder representing 67.82% of the equity interest in Founder.

To enable Founder to satisfy the public shareholding spread requirement of the Bursa Securities and to enable the continued listing of Founder on the ACE Market of the Bursa Malaysia it remains the intention of RHM to conduct an offer for sale to the public of (the "Vendor Offer for Sale"). RHM intends to reserve 66,000,000 of the Consideration Shares for the Vendor Offer for Sale. It remains the intention of the Board of RHM to distribute, as a cash dividend, the proceeds from any Vendor Offer for Sale to shareholders of RHM.

In addition, as announced by RHM on 24 February 2012, it is proposed that the settlement of an outstanding inter-company amount owed by RHM to Red Media is to be settled through the declaration and payment of a dividend by Red Media to RHM (the "Proposed Dividend") and that the Proposed Dividend would not be paid in cash but shall be set off against the amount owing by RHM to Red Media. Under the Second Supplemental SSA the quantum of the Proposed Dividend has now been reduced from RM21.8 million to not more than RM17.8 million. The revision in the quantum of the Proposed Dividend is mainly as a consequence of the issue of new RHM shares in connection with the deferred consideration payable for RHM's acquisition of the business and assets of In Motion Media and as announced by RHM in February 2012. A further announcement will be made when the payment of the Proposed Dividend is effected.

In view of the revisions made to the terms of the Proposed Disposal under the Second Supplemental SSA, Founder is now required to re-submit the required applications in respect of the Proposed Disposal to Bursa Securities. Founder expects the applications to be re-submitted within two months from the date of this announcement.

As detailed previously the Proposed Disposal is, pursuant to Rule 15 of the AIM Rules for Companies, conditional on approval by shareholders of RHM in a general meeting to be convened and the Company will, subject to the necessary regulatory approvals being obtained in Malaysia, despatch in due course a circular to shareholders of RHM convening a general meeting of the Company.

Barring any unforeseen circumstances and subject to all required approvals (including approval by shareholders of RHM) the Board of RHM expects the Proposed Disposal to be completed by the first half of 2013.

Further details on the Second Supplementary SSA are provided in the announcement by Founder on 14 November 2012. A copy of this announcement is available here:

http://www.bursamalaysia.com/market/listed-companies/company-announcements/1116717

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