ASX Announcement: Proposed Acquisition of an Effective Interest of 76.0% in Lasseters Corporation Ltd

AUSTRALIA – (PRESS RELEASE) -- LCL has previously advised in an announcement dated 25 November 2004 that, subject to the receipt of various approvals, Lasseters International Holdings Limited ("LIH"), a company listed on the Singapore Stock Exchange ("SGX") proposes to acquire as part of a restructure all of the shareholding in Lasseters Interactive Gaming Pte Ltd, ("LIG"), an unlisted Singaporean company which owns 73.72% of the shareholding in LCL. LIH has appointed G.K. Goh Stockbrokers Pte Ltd (the "IFA") to advise LIH's Audit Committee and independent Directors in relation to the exercise of two separate option agreements (the "Option Agreements") entered into between LIH and Dato' Jaya J B Tan, Kamal Y P Tan and Tajuddin Joe Hok Tan (the "Tan Brothers"), and LIH and Dato' Kuan Peng Soon ("Dato' Kuan") respectively in respect of the restructure.

The Option Agreement entered into with the Tan Brothers (the "LIG Option Agreement") gives LIH the opton (the "LIG Option") to acquire the entire issued share capital of LIG (the "LIG Acquisition"). LIG is an investment holding company incorporated in Singapore and owns 73,720,000 ordinary shares representing 73.72% of the issued share capital of LCL (which comprises substantially all of LIG's assets). The Option Agreement entered into with Dato' Kuan gives LIH the option (the "LCL Option") to acquire (the "LCL Acquisition") 2,280,000 ordinary shares representing 2.28% of the issued share capital of LCL. The LIG Option and the LCL Option (collectively, the "Options") were both granted for nominal consideration.

Consideration for the Acquisitions

LIH has now entered into letters of intention dated 24 December 2004 (the "Letters of Intention") with the Tan Brothers and Dato' Kuan pursuant to which the relevant parties agreed on the consideration and the number of shares in LIH to be issued as consideration upon the exercise of the respective Options. The Letter of Intention entered into with Dato' Kuan further provides that in event the Options are exercised, completion of the acquisition of 2.28% in the issued share capital of LCL from Dato' Kuan is subject to completion of the acquisition by LIH of LIG.

The Option Agreements provided for the consideration in the event of the exercise of the Options to be determined on a willing-buyer-willing-seller basis and as approved by LIH's shareholders. Pursuant to the Letters of Intention, such consideration was finalised and determined to be an aggregate of S$9,284,825 (S$9,006,280 for the LIG Acquisition and S$278,545 for the LCL Acquisition). The consideration for the LIG Acquisition and LCL Acquisition (the "Acquisitions") were determined by reference to the market value of the effective 76.0% equity interest in LCL that will be acquired by LIH upon the completion of the Acquisitions. The market value of LCL was determined by multiplying the total number of issued shares in LCL by the volume weighted average price of LCL Shares (based on an exchange rate of A$1 = S$1.2760) transacted on the Australian Stock Exchange Limited for the 30 market days ending 30 November 2004, such volume weighted average price being approximately A$0.0957 (rounded up to 4 decimal places). The consideration shall be satisfied by allotting and issuing such number of ordinary shares in the capital of LIH (the "Consideration Shares") at the issue price of S$0.28 per Consideration Share to the Tan Brothers and Dato' Kuan, such issue price being determined at a premium of S$0.0278 or approximately 11.0% to the volume weighted average price of shaTres in LIH transacted on the SGX for the 30 market days ending 30 November 2004 (such volume weighted average price being approximately S$0.2522 (rounded up to 4 decimal places)).

In determining the relevant consideration for both the LIG Acquisition and the LCL Acquisition (the "Acquisitions"), the relevant parties took into consideration all relevant factors, inter alia, the market value of the assets being acquired, the future potential earnings of LCL and the potential for greater synergy of the enlarged group formed pursuant to the Acquisitions.

If LIH exercises the Options and upon the completion of the acquisitions contemplated thereunder, the number of Consideration Shares and the persons to which such shares shall be allotted and issued to are as set out below:

Dato' Jaya J B Tan 10,743,205

Kamal Y P Tan 10,711,041

Tajuddin Joe Hok Tan 10,711,041

Dato' Kuan Peng Soon 994,803

Total 33,160,090

The Tan Brothers will be issued an aggregate of 32,165,287 Consideration Shares and Dato' Kuan will be issued 994,803 Consideration Shares, making a total aggregate of 33,160,090 Consideration Shares.

Further information

The proposed issue of Consideration Shares is subject to the approval of the SGX and approval of the shareholders of LIH. The proposed exercise of the Options is also subject to the approval of the SGX, the Minister for Racing and Gaming in the Northern Territory and (where required) shareholders of LIH.

An extraordinary general meeting (an "EGM") seeking the approval of LIH's shareholders will be convened at a later date.

For further details, please contact.

Shaun Sanders

Financial Controller

Lasseters Corporation Ltd

Tel.07-3230 1111

Fax. 07-3230 1192