YNH Property Berhad ("YNHPROP" Or the "Company") Proposed private Placement of Up To 10% of the Enlarged Issued And Paid-up Share Capital Of The Company ("Proposed Private Placement")

General Announcement

Reference No MM-070427-60298

Submitting Merchant Bank	:	AMINVESTMENT BANK BERHAD
Company Name	:	YNH PROPERTY BERHAD
Stock Name	:	YNHPROP
Date Announced	:	03/05/2007

Type	:	Announcement
Subject	:	YNH PROPERTY BERHAD ("YNHPROP" OR THE "COMPANY") PROPOSED PRIVATE PLACEMENT OF UP TO 10% OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY ("PROPOSED PRIVATE PLACEMENT")

Contents :

1. INTRODUCTION

On behalf of the Board of Directors of YNHProp ("Board"), AmInvestment Bank Berhad (formerly known as AmMerchant Bank Berhad), a member of AmInvestment Bank Group ("AmInvestment Bank"), is pleased to announce that the Company is proposing a private placement of up to 10% of the enlarged issued and paid-up share capital of the Company.

2. DETAILS OF THE PROPOSED PRIVATE PLACEMENT

2.1 Size of Placement

The size of the Proposed Private Placement will be up to 10% of the enlarged issued and paid-up share capital of YNHProp at the point of implementation after taking into consideration the following:-

(i) the total number of 16,573,000 YNHProp's existing outstanding Employee Share Option Scheme ("ESOS") options which have been granted as at 9 April 2007 ("Outstanding Granted ESOS Options") having been exercised as at that date; and

(ii) the additional of up to 19,008,419 ESOS options that may be granted and exercisable as at 9 April 2007 pursuant to YNHProp's ESOS ("Outstanding Non-Granted ESOS Options") having been exercised as at that date.

Based on the issued and paid up share capital of YNHProp as at 9 April 2007 of 355,814,190 Shares and assuming that all the Outstanding Granted ESOS Options and Outstanding Non-Granted ESOS Options are fully exercised prior to the implementation of the Proposed Private Placement, the quantum of Placement Shares to be issued will be up to 39,139,561 Shares ("Maximum Scenario"). However, assuming none of the Outstanding Granted ESOS Options and Outstanding Non-Granted ESOS Options are exercised prior to implementation of the Proposed Private Placement, the quantum of Placement Shares to be issued will be up to 35,581,419 Shares ("Minimum Scenario").

The shareholders of YNHProp have given their approval at the Annual General Meeting ("AGM") of the Company convened on 29 June 2006, authorising the Directors of the Company to allot and issue new Shares not exceeding 10% of the issued and paid-up share capital of the Company pursuant to Section 132D of the Companies Act, 1965 ("Act"). The approval shall continue to be in force until the conclusion of the next AGM of the Company, expected to be sometime in June 2007.

2.2 Pricing Methodology

The pricing for the Placement Shares to third party investors will be determined in accordance with the Securities Commission's ("SC") Policies and Guidelines on Issue/ Offer of Securities ("SC Guidelines") which stipulates that the issue price must not be set at a discount of more than ten percent (10%) to the five (5) day weighted average market price of YNHProp shares immediately prior to the price fixing date, but in any event, shall not be lower than the par value of the Company's shares of RM1.00. Should the placement be to related parties, the placement price must be at least at the weighted average market price of the Company's Shares for the five (5) market days prior to the price-fixing date. In any event, the placement price shall not be lower than RM1.00, being the par value of YNHProp Shares.

The price fixing date will be determined after obtaining all relevant regulatory approvals for the Proposed Private Placement.

2.3 Placement Arrangement

The Company intends to place the Placement Shares with third party investors to be identified. YNHProp has appointed AmInvestment Bank as its placement agent to procure prospective placees for the Placement Shares at a price to be determined in accordance with the pricing guidelines set by the SC. At this juncture, the placees have yet to be identified. However, the Company intends to place out at least 30% of the Placement Shares to Bumiputera investors.

Subject to prevailing market conditions, the Company proposes to implement the Proposed Private Placement (either in full or in stages on a staggered basis) within six (6) months from the date of the SC approval or such other time as may be approved by the SC.

In the event the Placement Shares are issued to Directors or substantial shareholders of the Company or persons connected to the Directors or substantial shareholders, a separate announcement will be made and the Company will be required to seek the approval of its shareholders for the Proposed Private Placement at an Extraordinary General Meeting ("EGM") to be convened and the SC will be notified accordingly.

2.4 Ranking of the Placement Shares

The Placement Shares shall, upon allotment and issue, rank pari passuin all respects with the then existing Shares of the Company. However, they will not be entitled to participate in any dividends, rights, allotments and/or any other distributions, the entitlement date of which is on or prior to the allotment date of the Placement Shares.

2.5 Rationale for the Proposed Private Placement

After due consideration of the various methods of fund raising, the Board is of the opinion that the Proposed Private Placement is the most appropriate means to finance YNHProp's immediate working capital requirements.

3. UTILISATION OF PROCEEDS

For illustrative purposes, based on the indicative placement price of RM3.24, representing a discount of approximately 2.0% or 7 sen from the five (5) day WAMP of YNHProp's Shares from 19 April 2007 up to 25 April 2007 (both dates inclusive) of approximately RM3.3108 per Share, the total proceeds to be raised under the Minimum Scenario and Maximum Scenario will amount to approximately RM115.4 million and RM127.0 million, respectively.

The utilisation of the gross proceeds to be raised from the Proposed Private Placement under the Minimum Scenario and the Maximum Scenario are shown under Table 1.

4. SUMMARY OF THE EFFECTS OF THE PROPOSED PRIVATE PLACEMENT

For illustration purposes, the effects of the Proposed Private Placement on the share capital, earnings, net assets, gearing and substantial shareholders' shareholdings of the YNHProp Group (as illustrated hereinafter) shall be based on two (2) scenarios:-

Maximum Scenario	:	Representing the scenario where it is assumed that the Outstanding Granted ESOS Options and Outstanding Non-Granted ESOS Options are exercised in full prior to the Proposed Private Placement
Manimum Scenario	:	Representing the scenario where it is assumed that none of the Outstanding Granted ESOS Options and Outstanding Non-Granted ESOS Options are exercised prior to the Proposed Private Placement

4.1 Share Capital

The proforma effects of the Proposed Private Placement on the issued and paid-up share capital of the Company are shown in Table 2.

4.2 Substantial Shareholders

The effects of the Proposed Private Placement on the shareholdings of the substantial shareholders of YNHProp are shown in Table 3.

4.3 Earnings

Save for the dilution in the earnings per share of the YNHProp Group arising from the increase in the issued and paid-up share capital of the Company pursuant to the Proposed Private Placement, the Proposed Private Placement is not expected to have any material effect on the earnings of YNHProp Group for the financial year ending 31 December 2007.

4.4 Net Asset ("NA"), Net Tangible Assets ("NTA") and Gearing

Based on the latest audited consolidated balance sheets of the YNHProp Group as at 31 December 2005, the proforma effects of the Proposed Private Placement on the Group's NA, NTA and gearing are shown in Table 4.

4.5 Dividends

An interim dividend in respect of the year ended 31 December 2006 of 5% less 28% taxation was paid on 28 November 2006.

The Board has recommended a final dividend of 5% per Share less 27% tax for the financial year ended 31 December 2006.

It is the Company's dividend policy to distribute at least 30% of its profits as dividends for each financial year. The level of dividends to be declared for future financial years would be determined by the Board after taking into consideration the profitability and cashflow position of the Group and prevailing economic conditions.

5. APPROVALS REQUIRED

The Proposed Private Placement is subject to the following approvals being obtained from the following:-

(i) the SC;

(ii) Unit Pematuhan Ekuiti, Jabatan Pengambilalihan Dan Percantuman of the SC ("UPE") for the Proposed Private Placement under the Foreign Investment Committee requirements;

(iii) the Bursa Malaysia Securities Berhad ("Bursa Securities") for the listing of and quotation for the new YNHProp Shares to be issued pursuant to the Proposed Private Placement on the Main Board of Bursa Securities respectively; and

(iv) any other relevant authorities, if necessary.

Approval has been obtained from the shareholders of YNHProp at the AGM of the Company held on 29 June 2006 authorising the Directors of the Company to allot and issue new Shares not exceeding 10% of the issued and paid-up share capital of the Company pursuant to Section 132D of the Act ("Authority"). The approval is valid until the next AGM of the Company, expected to be sometime in June 2007.

The Company will seek the approval from the shareholders of YNHProp at the next AGM scheduled sometime in June 2007, to renew the Authority. In the event that the Authority is not renewed during the forthcoming AGM, the Proposed Private Placement will be subject to the approval of the shareholders of the Company at an EGM to be convened.

6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

YNHProp intends to place the Placement Shares to non-related investors to be identified. Therefore, the Directors and substantial shareholders of YNHProp and persons connected to them would not have any interest, direct or indirect, in the Proposed Private Placement.

In the event the Placement Shares are issued to Directors or substantial shareholders of the Company or persons connected to the Directors or substantial shareholders, a separate announcement will be made and the Company will be required to seek the approval of its shareholders for the Proposed Private Placement at an EGM to be convened and the SC will be notified accordingly.

7. DIRECTORS' RECOMMENDATION

After considering all aspects of the Proposed Private Placement, the Board is of the opinion that the Proposed Private Placement is in the best interests of the Company.

8. ADVISER AND PLACEMENT AGENT

AmInvestment Bank has been appointed as the Adviser and Placement Agent for the Proposed Private Placement.

9. APPLICATION TO THE SC

An application to the SC seeking its approval for the Proposed Private Placement is expected to be made within one (1) month from the date of this announcement.

This announcement is dated 3 May 2007.


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