Further re proposed disposal

22 August 2011

RedHot Media International Limited

("RedHot" 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 RedHot, (the "Proposed Disposal") to Founder. The total consideration payable on the Proposed Disposal is RM95,000,000 to be satisfied through the issuance of a total of 950,000,000 new ordinary shares in Founder at an issue price of RM0.10 (the "Consideration Shares").

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 19 August 2011 Founder announced that the required applications to the relevant authorities in Malaysia to seek approval for the Proposed Disposal are expected to be made within the next 3 months, i.e. by 16 November 2011 (within 12 months of the Announcement) and not by 16 August 2011, as announced by the Company on 02 June 2011. 

The delay in the submission of the applications by Founder is due to the underestimation of the time required by Founder to complete their due diligence because of the size of RedHot's regional operations and subsidiaries in Malaysia and China.

As detailed in the Announcement the Proposed Disposal is, pursuant to Rule 15 of the AIM Rules for Companies, conditional on approval by shareholders of RedHot in a general meeting to be convened and the Company will despatch in due course a circular to shareholders of RedHot convening a general meeting of the Company (the "Circular"). Further updates on the proposed timing for posting the Circular will be provided in due course.

Full copies of the announcement released by Founder on 19 August 2011 and the announcement released by Founder on 16 November 2010, which contains full details of the Proposed Disposal, are available from www.bursamalaysia.com and the full text of the announcement released by Founder on 19 August 2011 has been included below.

Further announcements will be made by RedHot in due course.

For further information please contact:

PUC FOUNDER (MSC) BERHAD ("PUCF" OR THE "COMPANY")

(I) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN Red Media Asia Limited ("RED MEDIA ASIA" OR "RMA") COMPRISING A TOTAL OF 8,269,818 ORDINARY SHARES OF USD1.00 each FROM redHOT media international limited ("RMIL" or the "vendor") FOR A TOTAL CONSIDERATION OF rM95.0 MILLION TO BE SATISFIED VIA THE ISSUANCE OF 950,000,000 NEW ORDINARY SHARES OF RM0.10 EACH IN PUCF ("SHARES") AT AN ISSUE PRICE OF rm0.10 EACH ("PROPOSED ACQUISITION");

(II) PROPOSED EXEMPTION UNDER PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 ("CODE") TO RMIL AND PERSONS ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING PUCF SHARES NOT ALREADY HELD BY IT UPON COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED EXEMPTION");

(III) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF pucf ("proposed IASC"); and

(IV) proposed amendment to the company's meMorandum and articles of association ("proposed Amendment");

(HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PROPOSALS").

Reference is made to the announcements dated 16 November 2010 ("Announcement"), 14 February 2011, 28 March 2011, 11 April 2011, 13 May 2011 and 2 June 2011 in relation to the Proposals.

On behalf of the Board of Directors of PUCF ("Board"), Kenanga Investment Bank Berhad ("KIBB") wishes to announce that the application to the relevant authorities seeking approval for the Proposals which is revised to be made within nine (9) months would be further revised to twelve (12) months from the date of the Announcement.