JUDGMENT

Ramly Ali J:

The petitioner (Sateras Resources (Malaysia) Bhd. is seeking sanction of this court for a scheme of arrangement and compromise between the petitioner and it's shareholders and creditors (Proposed Scheme) pursuant to Companies Act 1965, ss. 176(3) and Companies Act 1965, ss. 176 (4). The Proposed Scheme is as set out in the Petitioner's Explanatory Statement to Shareholders and Scheme Creditors and Circular to Shareholders dated 18 August 2004.

Proposed Restructuring Scheme

The principal terms of the Proposed Restructuring Scheme are as follows:

(a) proposed acquisition of 4,500,000 ordinary shares of RM1 each in Ace, representing the entire issued and paid-up capital share capital of Ace, by Salwan Corporation (Salwan) from the vendors of Ace for a purchase consideration of RM140,000,000 to be satisfied via the issuance of 140,000,000 new Salwan shares at par;

(b) proposed acquisition of a parcel of a 62-year leasehold land held under PN 3940, Lot No. 24, Town of Petaling Jaya, District of Petaling, State of Selangor Darul Ehsan, by Salwan from AAPSB for a purchase consideration of RM33,600,000 to be satisfied via the issuance of 9,000,000 new Salwan shares