AGREEMENT BETWEEN GODYNAMIC INVESTMENTS LIMITED AND HIGH SPEED GROUP LIMITED

General Announcement

Reference No CS-100125-B252B

Company Name	:	NEXTNATION COMMUNICATION BERHAD (ACE Market)
Stock Name	:	NEXTNAT
Date Announced	:	25/01/2010

Type

Announcement

Subject

NEXTNATION COMMUNICATION BERHAD (“NEXTNATION”)
- SHARE SALE AGREEMENT BETWEEN GODYNAMIC INVESTMENTS LIMITED (“GIL”) AND HIGH SPEED GROUP LIMITED (“HSGL”)

Contents

1. INTRODUCTION

The Board of Directors of Nextnation wishes to announce that Godynamic Investments Limited (“GIL”), a 51%-owned subsidiary of Nextnation Network Sdn. Bhd. (“NNSB”) which in turn is a wholly-owned subsidiary of Nextnation has on 22 January 2010, entered into a Share Sale Agreement with High Speed Group Limited for the further acquisition of 24 ordinary shares of USD1.00 each, representing 25.26% of the issued and paid-up share capital of Elasitas Technologies Limited (“ETL”) at a total consideration of Indonesian Rupiah One Billion Six Hundred ("IDR1,600,000,000/-") only (“Proposed Acquisition”).

Upon completion of the Proposed Acquisition, GIL has increased its total shareholdings in ETL to 83 ordinary shares comprising 87.37% of the equity interest of ETL.

2. BACKGROUND ON GIL, HSGL AND ETL

2.1 GIL is a company incorporated in British Virgin Islands and having its registered office at Offshore Incorporations Limited, P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
2.2 HSGL is a company incorporated in British Virgin Islands and having its registered office at Offshore Incorporations Limited, P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
2.3 ETL is a company incorporated in British Virgin Islands and having its registered office at Offshore Incorporation Limited, P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. GIL currently has a 62%-equity shareholding in ETL.

3. SALIENT TERMS OF THE SHARE SALE AGREEMENT

Pursuant to the Share Sale Agreement, GIL shall acquire 25.26% equity interest, comprising 24 ordinary shares of USD1.00 each in ETL from HSGL for a total consideration of IDR1,600,000,000/-.

The total purchase consideration of IDR1,600,000,000/-. shall be fully satisfied in cash and shall be payable by GIL to HSGL in the following manner:-
a. IDR 800,000,000/- being 50% of the total consideration is paid by GIL within 7 days of the execution of the Agreement;
b.IDR 800,000,000/- being the balance of 50% of the total purchase consideration shall be paid within three (3) months from the date of the Agreement

4. RATIONALE FOR THE PROPOSED ACQUISITION

In line with the Company's overseas expansion plan, the Company acquire the percentage of shares to have a greater management control of ETL to achieve greater operation synergy which in turn would contribute positively to the operations of the Group.

5. FINANCIAL EFFECTS

5.1 Share Capital
The Proposed Acquisition will not have any effect on the issued and paid-up share capital of Nextnation Group.

5.2 Substantial shareholders’ shareholdings

The Proposed Acquisition will not have any effect on the substantial shareholders’ shareholdings in Nextnation Group.

5.3 Earnings

The Proposed Acquisition is not expected to have any material impact on the earnings of Nextnation Group for the financial year ending 30 April 2010.

5.4 Net Asset (“NA”)

The Proposed Acquistion will not have any material effect on the NA per share of Nextnation Group.

6. APPROVAL REQUIRED

The Proposed Acqusition is not subject to the approval of the shareholders of Nextnation.

7. STATEMENT BY DIRECTORS

The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest Nextnation.

8. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

Insofar as the Directors are aware, none of the directors or major shareholders of Nextnation or persons connected with them has any interest, whether direct or indirect, in the Proposed Acquisition.

This announcement is dated 25 January 2010.