Announcement
Submitting Merchant Bank : ASEAMBANKERS MALAYSIA BERHAD
Company Name : TITAN CHEMICALS CORP. BHD.
Stock Name : TITAN
Date Announced : 07/12/2007


Type : Announcement
Subject : TITAN CHEMICALS CORP. BHD. ("TITAN" OR THE "COMPANY")

PROPOSED REVERSE TAKEOVER OF PT FATRAPOLINDO NUSA INDUSTRI Tbk. ("PT FATRAPOLINDO" OR "THE ISSUER") BY WAY OF:-

(I) PROPOSED SUBSCRIPTION IN CASH BY TITAN INTERNATIONAL CORP. SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF TITAN, OF UP TO 5,156.21 MILLION NEW ORDINARY SHARES OF INDONESIAN RUPIAH ("RP") 250 EACH IN PT FATRAPOLINDO AT AN ISSUE PRICE OF RP345 EACH ("PROPOSED SUBSCRIPTION"); AND

(II) PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN CHEMICAL BROTHERS LIMITED ("CBL") BY TITAN PETCHEM (M) SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF TITAN, TO FATRA INTERNATIONAL HOLDING LIMITED FOR A TOTAL CONSIDERATION OF UNITED STATES DOLLAR ("USD") 188.40 MILLION IN CASH ("PROPOSED DISPOSAL")

(COLLECTIVELY REFERRED TO AS THE "PROPOSED REVERSE TAKEOVER")

Contents :

We refer to the announcement dated 7 November 2007 in relation to the Proposed Reverse Takeover.

On behalf of the Board of Directors of Titan, Aseambankers Malaysia Berhad is pleased to announce that Bank Negara Malaysia ("BNM") had, vide its letter dated 6 December 2007 which was received on 7 December 2007 granted its consent for the transfer of funds amounting to USD191.3 million for the purpose of investment abroad pursuant to the Proposed Subscription.

The BNM’s approval is subject to the following conditions:

(i) in the event that Titan International Corp Sdn. Bhd. ("TICSB") did not make any transfer of funds for the purpose of said investment within the period of 12 months from the date of the BNM’s approval letter, the consent given is regarded as void and TICSB is required to inform BNM prior to any transfer of funds being made; and

(ii) in the event that TICSB entered into a hedging contract to mitigate currency risk exposure for the said investment, the hedging contract must be cancelled by TICSB upon the sale or completion of the said investment.

This announcement is dated 7 December 2007.