RHM.L Regulatory News (RHM)

13 May 2011

RedHot Media International Limited

("RedHot" or the "Company")

Further re proposed disposal

On 16 November 2010 the Company announced that they had entered into a conditional Sale of Shares Agreement ("SSA") with PUC Founder (MSC) Berhad ("Founder") for the proposed disposal of the entire issued share capital of RedHot Media Group Sdn Bhd ("RMG"), Red Media Asia Limited ("Red Media") and Ausscar Group Sdn Bhd ("Ausscar"), all of which are wholly owned operating subsidiaries of RedHot, (the "Proposed Disposal") to Founder. The total consideration payable on the Proposed Disposal is RM95,000,000 to be satisfied through the issuance of a total of 950,000,000 new ordinary shares in Founder at an issue price of RM0.10 (the "Consideration Shares").

As detailed in the announcement released by the Company on 16 November 2010 (the ("Announcement") the Proposed Disposal is subject to, inter alia, obtaining regulatory approvals in Malaysia, including approval by Bursa Malaysia Securities Berhad ("Bursa Securities"), the stock exchange of Malaysia.

Founder have today announced that they have agreed with the Company to extend the date by which the conditions precedent to the SSA are fulfilled, including seeking approval for the Proposed Disposal from Bursa Securities, to within 12 months of the Announcement (by 14 November 2011) and not within 6 months of the Announcement (by 16 May 2011) as announced by RedHot on 14 February 2011.

As detailed in the Announcement, the Proposed Disposal is, pursuant to Rule 15 of the AIM Rules for Companies, conditional on approval by shareholders of RedHot in a general meeting to be convened and the Company will despatch in due course a circular to shareholders of RedHot convening a general meeting of the Company (the "Circular"). It is now anticipated that the general meeting will be convened by 14 November 2011.

The full text of the announcement released by Founder at 5:00pm Malaysian time (9:00am UK time) on 13 May 2011 is set out below and the announcement released by Founder on 16 November 2010, which contains full details of the Proposed Disposal, is available from www.bursamalaysia.com.

Further announcements will be made by RedHot in due course.

For further information please contact:

PUC FOUNDER (MSC) BERHAD ("PUCF" OR THE "COMPANY")

(I) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN Red Media Asia Limited ("RED MEDIA ASIA" OR "RMA") COMPRISING A TOTAL OF 8,269,818 ORDINARY SHARES OF USD1.00 each FROM redHOT media international limited ("RMIL" or the "vendor") FOR A TOTAL CONSIDERATION OF rM95.0 MILLION TO BE SATISFIED VIA THE ISSUANCE OF 950,000,000 NEW ORDINARY SHARES OF RM0.10 EACH IN PUCF ("SHARES") AT AN ISSUE PRICE OF rm0.10 EACH ("PROPOSED ACQUISITION");

(II) PROPOSED EXEMPTION UNDER PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 ("CODE") TO RMIL AND PERSONS ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING PUCF SHARES NOT ALREADY HELD BY IT UPON COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED EXEMPTION");

(III) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF pucf ("proposed IASC"); and

(IV) proposed amendment to the company's meMorandum and articles of association ("proposed Amendment");

(HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PROPOSALS").

Reference is made to the announcements dated 16 November 2010, 14 February 2011, 28 March 2011 and 11 April 2011 made by Kenanga Investment Bank Berhad ("KIBB") on behalf of PUCF in relation to the Proposals.

Pursuant to Clause 3.1.2 of the conditional Sale of Shares Agreement dated 16 November 2010 ("SSA") in relation to the Proposed Acquisition, the parties undertake to procure the fulfillment of the conditions precedent that are applicable to them within six (6) months from the date of the SSA or such other date(s) the parties may mutually agree in writing ("Conditional Period").

On behalf of the Board of Directors of PUCF ("Board"), KIBB wishes to announce that in view of the expiry date of the Conditional Period on 15 May 2011, the parties to the SSA have agreed in writing to extend the Conditional Period for a further six (6) months with effective from the expiry of the Conditional Period of 15 May 2011 until 14 November 2011.

Save for the above mentioned extension of the Conditional Period, all the remaining terms and conditions set out in the SSA shall remain unchanged and continue to be effective.

This announcement is dated 13 May 2011.