Proposed Merger

Singapore Para Rubber Estates PLC
30 April 2001


                    The Singapore Para Rubber Estates, PLC

Proposed Merger of Bertam Holdings PLC and The Singapore Para Rubber Estates,
                                     PLC
              to be effected by means of a Scheme of Arrangement


The Boards of Bertam and the Company are pleased to announce that they have
unanimously agreed the terms of a merger of Bertam and the Company.

The board of Bertam has also announced at the same time, together with the
boards of Beradin and Padang Senang, that it has independently reached
agreement for the merger of Bertam with each of those companies.

Each of the proposed mergers is an entirely independent transaction with none
of them being conditional on implementation of the others.

Mr P.E. Hadsley-Chaplin and Mr P.A. Fletcher are both directors and
shareholders of Bertam as well as being directors of the Company and have,
accordingly, taken no part in the decision by the Board of the Company to
approve the terms of the Scheme (or to approve such participation as the
Company may have in the proposed mergers of Bertam with each of Padang Senang
and Beradin).


Summary terms of the Merger

The Merger is to be effected by means of a scheme of arrangement of the
Company under section 425 of the Companies Act 1985. The Scheme is subject to
the conditions set out in Appendix 1 of this announcement.

Under the terms of the Merger, Scheme Shareholders will receive:


in respect of  every 100 Shares                     77.41 new Bertam Shares


and so in proportion for any other number of Shares held.  All fractional
entitlements will be ignored.

Assuming the Merger and the proposed mergers of Bertam with Beradin and Padang
Senang are implemented, the Company, Beradin and Padang Senang will retain
their existing shareholdings in Bertam. These shares will be cancelled upon
the three mergers becoming effective and thereupon former Singapore Para
Shareholders will hold approximately 25.09 per cent of Bertam's enlarged
issued share capital.  Former shareholders in the Scheme Companies will hold,
in aggregate, approximately 42.95 per cent. of Bertam's enlarged issued share
capital.

In the event that the Merger is implemented, the Board of Bertam proposes to
pay a special interim dividend of 3p per Bertam Share by the end of Bertam's
current financial year ending 31 December 2001 to all holders of Bertam Shares
at the relevant time.  This is equivalent to approximately 2.32p per Singapore
Para Share.


Basis of valuation

The relative asset values of the Company and each of the Scheme Companies have
been taken as the basis for calculating the number of New Bertam Shares that
will be issued to the shareholders of each of the Scheme Companies in the
event that any or all of the Mergers are successfully completed.  The asset
values of the Company and each of the Scheme Companies consist primarily of
the net current assets and the following:



Malaysian property

The Malaysian property owned by the Company (and its associated company,
Bertam Properties) and each of the Scheme Companies has been independently
valued by Khong & Jaafar, a firm of external valuers.  In view of the
investment in Bertam Properties being a minority (40 per cent.) holding, the
Board of Bertam has, based on professional advice, concluded that a 10 per
cent. discount is appropriate in valuing this investment.



Investments in MP Evans Grouping Companies

These investments have been valued on the basis of the net assets underlying
these investments.  For this purpose, the Malaysian property owned by the
Company and the Scheme Companies has been valued as set out above, the
Australian farm property of Lendu Holdings PLC has been valued at the amount
included in that company's audited accounts for the financial year ended 30
June 2000 and the Indonesian estates of Rowe Evans Investments PLC have been
included at the values attributed to them by the directors of that company.


Potential taxation on Malaysian plantation land

The independent valuations by Khong & Jaafar of the Malaysian property
referred to above include, in varying degrees, elements of development value.
In the light of this, taxation which would arise in the event of disposal of
the land at the valuations quoted has been taken into account, although there
is no present intention to dispose of the land.  The potential taxation has
been provided in accordance with the tax regime of the country in which the
companies owning the land are tax resident, being either the United Kingdom or
Malaysia.


External investments

External investments in listed companies (other than the MP Evans Grouping
Companies) have been valued at their mid-market prices at 31 December 2000.
Investments in unlisted securities of companies held by the Company or any of
the Scheme Companies have been included at the values estimated by the
directors of the relevant companies.  Since it is not the intention of the
Company or any of the Scheme Companies to dispose of such investments, no
adjustment has been made for taxation and costs which could be expected to
arise on a disposal.

The table below sets out the asset values per share (as calculated on the
basis set out above) of the Company and each of the Scheme Companies and the
number of New Bertam Shares that will be issued in the event that any or all
of the Mergers are successfully completed:


                 Asset                           New Bertam Shares to be issued
                 value          for every 100 shares held in each of the Scheme
             Per share                                      Companies, pursuant
                     £                                           to the Schemes

                                                              
Bertam            3.94                                                        -
The Company       3.05                                                    77.41
Beradin           1.19                                                    30.20
Padang            2.87                                                    72.84
Senang



In the event that the Mergers are all successfully completed, there will be
30,038,011 Shares in issue (assuming the cancellation of the Shares currently
held by the Scheme Companies).


Reasons for the proposed Merger

Bertam and the Company each own similar assets, being Malaysian plantation and
development land, as well as having common executive management and
shareholdings in one another. However, both companies are very small in terms
of market capitalisation when compared with other companies whose shares are
traded on the London Stock Exchange and as a result have suffered from an
acute lack of liquidity in their shares with wide bid/offer spreads. Some  35
per cent. of the Company's shares are currently in ''free float'', that is
held by shareholders with less than a 3 per cent.  interest in the issued
share capital of the Company.  The shares in the Company have, like those in
Bertam, traded on the London Stock Exchange for a considerable period at
levels that do not reflect the asset value per share by a wide margin. The
Independent Directors believe that the Merger, whose terms reflect the
independently-assessed values of the estates of the two companies, will bring
about a number of key benefits:

*                    The Enlarged Group will have a significantly higher
market capitalisation and increased liquidity, raising its stock market
profile and increasing the level of its exposure to investor groups.

*                    As a result of the heightened investor interest likely to
be generated by the Enlarged Group, the disparity between the market price and
the net asset value per share should be reduced. The increased profile of the
Enlarged Group should result in trading in its shares at price levels closer
to their net asset values.

*                    The integration of the two companies, comprising
Malaysian plantations and existing and potential property development, will
create a larger and stronger organisation. It is envisaged that the Enlarged
Group will be able to achieve economies of scale in numerous areas, such as
head office costs and more efficient capital management. Administrative
savings in areas such as advisory and regulatory fees will be achieved by the
creation of a single listed entity rather than the two listed at present. Such
synergistic benefits should improve profitability and enhance shareholder
returns.

*                    The Enlarged Group will be able to utilise any  increased
financial returns and cost savings to maximise future organic growth.

*                    The pooling of the Enlarged Group's liquid resources and
external investments will allow for more efficient treasury activities.


The Directors consider that the same benefits should also result from the
proposed mergers of Bertam with Beradin and Padang Senang and that, assuming
the Merger proceeds, this will operate to the benefit of Shareholders.

The Independent Directors are conscious that the Scheme would, on the basis of
the closing middle market price of Bertam Shares on 27 April 2001* (the
dealing day prior to the publication of this announcement), result in
Shareholders receiving Bertam Shares which represent a discount to the closing
middle market price, on the same date, of the Company's shares for which they
are to be exchanged.  However, the Independent Directors are satisfied that,
even if this effect is taken into account, the benefits of the Merger
significantly outweigh, as far as Shareholders are concerned,  the
disadvantages of the Company continuing as an independent entity.



Management and employees

It is envisaged that, on the Scheme becoming effective, the two non-executive
Directors will retire from the Board.  It is further envisaged that Leslie
Davidson will retire as a director of Bertam and Angus Fraser will be
appointed non-executive deputy chairman of Bertam.  In addition, David
Wilkinson will become an executive director and Anthony Nottingham a
non-executive director of Bertam.

David Wilkinson is currently managing director of M.P. Evans (Malaysia) Sdn.
Berhad, the managing agents for all the Malaysian operations of Bertam and the
Scheme Companies.  Anthony Nottingham has previously worked for the investment
management arm of Baring Brothers, as well as for Murray Johnstone and
Rathbones.  He is currently a director of Albany Investment Trust PLC.

Bertam has confirmed that the existing employment rights (including accrued
pension rights) of the management and employees of the Company will be fully
protected following the completion of the Merger.



Information on Bertam

Bertam's two core businesses, both located in Peninsular Malaysia, comprise
its ownership and operation of three oil palm plantations - Sungei Kruit,
Lendu and Bertam Estates - and its 40 per cent.  investment in a property
development company, Bertam Properties. The directors of Bertam and Khong &
Jaafar, a firm of independent IMalaysian licensed valuers, consider that each
of the plantations, and the land owned by Bertam Properties, possesses, in
addition, some degree of development potential, as follows:



Sungei Kruit Estate (''Sungei Kruit'')

Sungei Kruit, comprising 828 hectares, is located near the town of Sungkai in
Perak. The new North-South highway passes through the estate and there is an
interchange sited adjacent to the estate. Khong & Jaafar have confirmed that
they consider Sungei Kruit to possess some development value over and above
its agricultural value, although it is, in their view, unlikely that any such
development will take place in the near to medium term.



Lendu Estate (''Lendu'')

Lendu is located near the town of Melaka and comprises two divisions, the
''home division'' (96 hectares) and the ''Lendu division'' (99 hectares). The
home division lies immediately adjacent to an industrial estate and, as a
consequence, is considered by Khong & Jaafar to possess significant
development potential which may be realisable in the relatively near term.
Khong & Jaafar also consider that the Lendu division also possesses some,
somewhat longer-term, development potential.



Bertam Estate

Bertam Estate (78 hectares) comprises the remaining small areas of Bertam
Estate that have not been sold to Bertam Properties. Khong & Jaafar have
advised that in view of their location, immediately adjacent to the Bertam
Properties land, the areas  possess significant development value.



Bertam Properties

Bertam Properties' land, which was formerly part of Bertam Estate and was
purchased from Bertam in two tranches over the last ten years, is located on
the mainland opposite Penang Island. It is well placed, being adjacent to an
intersection of the North-South highway and therefore conveniently situated
for access by bridge to the island and its airport. So far, approximately 250
hectares of the land have been developed into a housing and leisure
(principally golf) complex. Development is continuing and Bertam Properties
intends to develop the rest of the land over the next ten to fifteen years
into an integrated residential, leisure, educational, commercial and
light-industrial project, representing one of the main growth areas of the
north of Malaysia.



Other investments

In addition to these property assets, Bertam's other material assets, apart
from net current assets, comprise its shareholdings in the other members of
the MP Evans Grouping Companies and external investments.  The three companies
with which Bertam is proposing to effect mergers _ Beradin (29.86 per cent.
held by Bertam), Padang Senang (4.26 per cent.  held by Bertam) and the
Company (2.56 per cent.  held by Bertam) - hold the remainder of the Malaysian
plantation land which is held by members of the MP Evans Grouping Companies
and this land is also considered by Khong & Jaafar to possess varying degrees
of development potential.



Information on the Company

The Company owns a 927-hectare oil palm and rubber plantation, Perhentian
Tinggi Estate, near Seremban, Negri Sembilan, Malaysia. The estate is located
in an area of development some 10 kilometres from the North-South highway and
is also approximately 40 kilometres from the new Kuala Lumpur International
Airport at Sepang.  Whilst the estate possesses significant development
potential, Khong & Jaafar do not expect that it will be ready for any
development in the near term. In addition, the Company owns a portfolio of
investments in the MP Evans Grouping Companies



Current Trading

Since 31 December 2000, palm oil prices declined a little further to RM650
before recovering to fluctuate at around the RM 750 level.  The crop to date
is significantly ahead of the level at the same time last year and the
estimate for the whole year is 15,200 tonnes.

Information on Beradin and Padang Senang and their proposed mergers with
Bertam



Beradin

Beradin owns an oil palm plantation, Beradin Estate, near Paloh in the state
of Johor, Malaysia, extending to 1,077 hectares. The estate has achieved
consistently good yields over the years and has been maintained to a high
standard. Khong & Jaafar regard this land as having extremely remote
development value. In addition, Beradin owns a portfolio of investments in the
MP Evans Grouping Companies.



Padang Senang

Padang Senang owns a 660-hectare oil palm plantation, Sungei Reyla Estate, in
three divisions near Sungei Siput in the State of Perak, Malaysia. The last of
the rubber on the estate has recently been replanted with oil palms. Due to
its proximity to Sungei Siput, the estate is regarded by the directors of
Padang Senang and Khong & Jaafar as possessing some remote development
potential. In addition, Padang Senang owns a portfolio of investments in the
other MP Evans Grouping Companies and external investments.



Proposed mergers of Beradin and Padang Senang with Bertam

The proposed mergers of Bertam with each of Beradin and Padang Senang are to
be effected concurrently with the Merger by way of schemes of arrangement
under section 425 of the Act, although the schemes concerning Beradin and
Padang Senang are independent and are not conditional on each other or on
implementation of the Merger. Copies of the circulars issued by Beradin and
Padang Senang in connection with their proposed mergers with Bertam will be
available for inspection by holders of Shares following their publication.

The Company's participation in the proposed mergers of Bertam with Beradin and
Padang Senang

Given that the Merger the Company is to become a subsidiary of Bertam, the
schemes relating to Beradin and Padang Senang do not provide for Bertam to
acquire the Company's shareholdings in those companies save in the event that
the Scheme has not received the sanction of the Court by the time when the
schemes relating to Beradin and Padang Senang become effective. The Company
holds 540,333 shares in Beradin (3.64 per cent. of Beradin's issued share
capital) and 490,000 shares in Padang Senang (9.90 per cent. of Padang
Senang's share capital) and, in the event that the Company's shareholdings in
those companies were to be acquired by Bertam, the Company would receive
542,490 New Bertam Shares in exchange for these shareholdings. These
transactions would, in that case, require the approval of Shareholders under
the Listing Rules in view of the fact that the transactions would constitute
related party transactions for the Company in consequence of Bertam being an
associate of Rowe Evans Investments PLC, which is a substantial shareholder in
the Company. Bertam will abstain, and has undertaken to take all reasonable
steps to ensure that its associates will abstain, from voting on the
resolution to be proposed at the Extraordinary General Meeting.



Dividends

The Board has recommended a final dividend of 2.25p per Share in respect of
the financial year ended 31 December 2000. If approved at the Company's
forthcoming annual general meeting it will be paid on 11 June 2001 to
Shareholders on the register at 11 May 2001.  The Merger will not affect
Shareholders' entitlements to this dividend.



Listing, dealings and settlement

Application has been made to the UK Listing Authority and to the London Stock
Exchange for up to 12,902,560 New Bertam Shares to be admitted to the Official
List and to the London Stock Exchange's market for listed securities (together
''Admission''). It is expected that Admission of the New Bertam Shares to the
Official List will become effective and that dealings for normal settlement
will commence on the London Stock Exchange at 8.00 a.m. on the dealing day
after the Scheme becomes effective.

The listing of the Shares on the Official List will be cancelled on the Scheme
becoming effective.



Recommendation

The Independent Directors, who have been so advised by Strand Partners, having
regard to all the circumstances, consider that the terms of the Scheme are in
the best interests of Shareholders as a whole. In addition the Independent
Directors who have been so advised by Strand Partners consider that, in the
event that the Company's shareholdings in Beradin and Padang Senang will be
disposed of under the schemes of arrangement relating to those companies, the
terms of such disposals are fair and reasonable so far as Shareholders are
concerned.

The Independent Directors will accordingly recommend Shareholders to vote in
favour of the Scheme at the meetings referred to in Appendix I to this
announcement and to approve the disposals of the Company's shareholdings in
Beradin and Singapore Para in the event that the circumstances under which
such shareholdings are to be disposed of, as referred to above, apply. Of the
Independent Directors, Angus Fraser does not hold any shares in the Company
but Neville Orchard intends to vote in favour of the Scheme at the said
meetings in respect of his beneficial holdings amounting in aggregate to 6,500
Scheme Shares representing approximately 0.06 per cent. of the Company's
existing issued share capital.



Further details of the Merger

Relevant documentation relating to the Merger is due to be sent to
Shareholders shortly.

Strand Partners, which is regulated in the United Kingdom by the Securities
and Futures Authority Limited, is acting for Singapore Para and no one else in
connection to the Merger and will not be responsible to anyone other than
Singapore Para for providing the protections afforded to customers of Strand
Partners, nor for providing advice in relation to the Merger.

This announcement does not constitute an offer or an invitation to purchase
any securities. The conditions of the Merger are set out in Appendix I to this
announcement.

* The closing middle  market price of the Company's Shares on 27 April was
140p, and the closing price of Bertam Shares was 132.5p(all as derived from
The Stock Exchange Daily Official List)).



Enquiries:

Independent Directors of Singapore Para

01892 516 333


Bertam

Peter Hadsley-Chaplin, Chairman

01892 516 333


Strand Partners Limited

Simon Raggett, Director

020 7409 3494


PART II

                                  Appendix I


        Conditions to the Implementation of the Scheme and the Merger

The Scheme will not become effective and binding unless:

(a)                at a meeting of relevant holders of Shares convened by the
High Court of Justice a resolution to approve the Scheme is passed by the
statutory majority as prescribed by Section 425 of the Companies Act 1985
being a majority in number representing three-quarters in value of such
holders present and voting either in person or by proxy;

(b)        a special resolution approving the Scheme and authorising the
implementation thereof is duly passed at an  Extraordinary General Meeting of
the Company ;

(c)        an ordinary resolution approving the Scheme is duly passed at an
Extraordinary General Meeting of Bertam;

(d)        the New Bertam Shares are admitted : (i) to listing on the Official
List in accordance with paragraph 7.1 of the Listing Rules; and (ii) to
trading on the London Stock Exchange's market for listed securities, or (if
Bertam or the Company so determine and subject to the consent of the Panel)
the UK Listing Authority and the London Stock Exchange agree to admit such
shares to listing and trading respectively;

(e)        the High Court of Justice confirms the reduction of capital of the
Company and sanctions the Scheme and the necessary court order and minute is
delivered to the Registrar of Companies for registration;

(f)                 clearances under Section 707 of the Income and Corporation
Taxes Act 1988 and Section 138 of the Taxation of Capital Gains Act 1992 in
respect of the Scheme are  received from the Board of Inland Revenue in a form
satisfactory to Bertam and the Company; and

(g)                any necessary clearance or approval is obtained from the
Malaysian Securities Commission in respect of the implementation of the
Scheme.


It is expected that the Scheme will become effective on 6 July 2001.  If the
Scheme does not become effective by 30 September 2001 (or such later date as
Bertam and the Company may agree and the Court may allow), it will lapse.

Those of the MP Evans Grouping Companies and the Directors who hold shares in
the Company amounting in aggregate to 5,469,488 Shares (representing 52.39 per
cent. of the Company's issued share capital) will not, due to their
association with Bertam, vote at the Court meeting of the Company and will,
for the same reason, abstain from voting on the resolutions to be proposed at
the extraordinary general meeting of the Company for the purposes of
implementing the Scheme.  They will however consent to be bound by the Scheme,
in so far as they are participating therein and (in the case of any of the
other Scheme Companies) are authorised by their shareholders to do so.



                                 Appendix II

                                 Definitions


''Beradin'                                 Beradin Holdings PLC;

''Bertam''                                 Bertam Holdings PLC;

''Bertam Shares''                          shares of 10p each in the capital of 
                                           Bertam;

''Board''  or ''Directors''                the directors of the Company;

'Enlarged Group'                           the Company and Bertam ;

''Independent Directors''                  the directors of the Company who are 
                                           not also directors of Bertam;

''Khong & Jaafar''                         Khong & Jaafar Sdn Bhd;

''Listing Rules''                          the listing rules of the UK Listing
                                           Authority;

''London Stock Exchange''                  London Stock Exchange plc;

''Merger''                                 the proposed acquisition by Bertam of

                                           the whole of the issued share capital

                                           of the Company (other than, in 
                                           certain circumstances, any shares in 
                                           the Company held by Beradin or Padang

                                           Senang);

''MP Evans Grouping Companies''            all companies in respect of which 
                                           M.P. Evans (UK) Limited acts as 
                                           company secretaries;

''New Bertam Shares''                      the new Shares of 10p each in Bertam 
                                           to be issued under the Scheme and the
                                           schemes of arrangement in respect of 
                                           Beradin and Padang Senang; 

''Official List''                          the Official List of the UK Listing 
                                           Authority;

''Panel''                                  The Panel on Takeovers and Mergers;

''Padang Senang''                          Padang Senang Holdings PLC;

''Scheme''                                 the proposed scheme of arrangement in
                                           respect of the Company pursuant to 
                                           which the Merger is to be effected;

''Scheme Companies''                       the Company, Beradin and Padang 
                                           Senang collectively;

''Scheme Shareholders''                    holders of Shares other than those 
                                           which are beneficially owned by 
                                           Bertam, Beradin and Padang Senang 
                                          (but including the Shares held by     
                                           Beradin or Padang Senang, if the 
                                           scheme of arrangement relating to its

                                           Merger is not sanctioned by the Court
                                           by the time when the Scheme is due to

                                           become effective);

''Schemes''                                the Scheme and the proposed schemes 
                                           in relation to Beradin and Padang 
                                           Senang respectively;

''Shareholders''                           holders of the Shares;

''Shares''                                 the issued shares of 5p each in the  
                                           Company;

''Singapore Para''
or the ''Company''                         The Singapore Para Rubber Estates, 
                                           PLC;

''Strand Partners''                        Strand Partners Limited;

''UK Listing Authority''                   the Financial Services Authority in 
                                           its capacity as competent authority 
                                           under the Financial Services Act