April 14, 2014

Company announcements: IRIS, NETX, CBSA, OCNCASH, SMRT, RHBCAP, IGB, DRBHCOM

IRIS - OTHERS JOINT VENTURE AGREEMENT EXECUTED BETWEEN IRIS CORPORATION BERHAD (“ICB”) AND ALVERY RESOURCES LIMITED (“ALVERY”) FOR THE DEVELOPMENT OF LAND MEASURING 100,000 HECTARES FOR AGRICULTURAL AND BUSINESS PURPOSES IN PAPUA NEW GUINEA.

Announcement Type: General Announcement
Company NameIRIS CORPORATION BERHAD (ACE Market) 
Stock Name IRIS  
Date Announced14 Apr 2014  
CategoryGeneral Announcement
Reference NoIC-140414-49577

TypeAnnouncement
SubjectOTHERS
DescriptionJOINT VENTURE AGREEMENT EXECUTED BETWEEN IRIS CORPORATION BERHAD (“ICB”) AND ALVERY RESOURCES LIMITED (“ALVERY”) FOR THE DEVELOPMENT OF LAND MEASURING 100,000 HECTARES FOR AGRICULTURAL AND BUSINESS PURPOSES IN PAPUA NEW GUINEA.

JOINT VENTURE AGREEMENT EXECUTED BETWEEN IRIS CORPORATION BERHAD (“ICB”) AND ALVERY RESOURCES LIMITED (“ALVERY”) FOR THE DEVELOPMENT OF LAND MEASURING 100,000 HECTARES FOR AGRICULTURAL AND BUSINESS PURPOSES IN PAPUA NEW GUINEA.

INTRODUCTION

The Board of Directors of IRIS Corporation Berhad (“ICB”) wishes to announce that ICB, had on 14th April, 2014 entered into a Joint Venture Agreement (“Agreement”) with Alvery Resources Limited  (“ALVERY”) a company incorporated in Papua New Guinea for the proposed development of 100,000 hectares (247,105 acres) of land described as Portion No 17C, Milinch Gora & Safia (NW), Bibira (NF & SE) Town Tufi & Moresby in Oro District, Papua New Guinea. (“Subleased Land”) for agricultural and business purposes including but not limited to  land clearing, logging, plantation and setting up of factories for various agricultural commodities. (“the Project”).

The total investment cost of the Project is approximately United States Dollars Twenty Two Million (USD22,000,000) equivalent to Ringgit Malaysia Seventy One Million Two Hundred Thirty One Thousand And Six Hundred (RM71,231,600) subject to and conditional upon the procurement of all approvals , fulfilment of conditions precedents and terms and conditions under the Agreement.

2. INFORMATION ON ALVERY

Alvery Resources Limited (Company No: 1-55166) or ALVERY is a private limited company incorporated under the laws of Papua New Guinea (“PNG”) has its principal place of business at L3-Suite 07C, Garden City Building, Angau Drive, Boroko P.O Box 398, Konedobu- National Capital District, Papua New Guinea and is in the business of property development and other related activities in PNG.

Musa Valley Management Company Limited (MVMCL) the lawful proprietor of land measuring approximately 320,060 hectares  (“said Land” ) including the Subleased Land had on 11/09/2013 issued a Power of Attorney to ALVERY to undertake all necessary steps to give effect to a Memorandum of Agreement signed between ALVERY and MVMCL to develop 100,000 hectares part thereof the said Land. Pursuant to the Memorandum of Agreement, ALVERY shall nominate a new company to be incorporated in Papua New Guinea to be the Developer of the Subleased Land. 

3.  CONTENTS OF THE JOINT VENTURE AGREEMENT

The salient terms of the Joint Agreement inter alia are Clause 4 on the Legal Due Diligence, Clause 5 on the Conditions Precedent and Clause 8 on the milestones for the Investments Sums.

3.1 Purpose and business plan of the Joint Venture Company (“JVCo”)

The JVCo upon incorporation shall undertake the Project by first acquiring the titles to the Subleased Land from ALVERY and thereafter procure the relevant approvals including the extraction rights over all timbers which parties agree shall be transferred to ICB or its subsidiary exclusively. In consideration for the said extraction rights, ICB shall from the sales of the timber pay a royalty to MVMCL and ALVERY in accordance to the terms and conditions of the proposed Project Agreement. Parties agree that ICB shall be entitled to sell such extraction rights or part thereof to any third party to recover the Investment Sum. For the avoidance of doubt in the event such rights are acquired by any third party from ICB such third party shall undertake to pay the equivalent sum agreed between ICB and MVMCL and ALVERY in royalties to MVMCL and ALVERY directly.

3.2 Conditions Precedent

The Agreement shall be conditional upon the Conditions Precedent being fulfilled within TWELVE (12) months from the date of the Agreement being:-

(a).the satisfactory completion of the Due Diligence by IRIS with the assistance of ALVERY and notification by IRIS to ALVERY of IRIS’ reasonable satisfaction with the results of the Due Diligence within 2 weeks of the execution of the Agreement failing which the Agreement is terminated and AlVERY shall refund USD500,000 being half of the first installment of payment under Clause 8 of the Agreement.  

(b).ALVERY shall upon the execution of the Agreement establish and incorporate the JVCo with an authorized and fully paid up capital of 10,000 Kina  and held in the relevant proportions of ICB holding 3,500 ordinary shares representing 35% and ALVERY holding 6,500 ordinary shares representing 65% of the JVCo for the implementation of the Project. 

(c).ALVERY shall upon the execution of this Agreement procure the Approvals being (i) the approval for the sub lease and transfer of the Subleased Land to the JVCo from the Commissioner of Land; (ii) Agricultural Permit issued by the Department of Agriculture; (iii) Environmental License issued by the Department of Environment; and (iv) Forest Clearing License (FCA) issued by the Forest Authority; and 

(d) ALVERY shall undertake to maintain the validity of the PA for the purpose of transferring the title of the Subleased Land from ALVERY to the JVCo and ALVERY shall execute all legal documentation for the purpose of a valid and legally binding transfer.

The Agreement shall become unconditional on the date when the Conditions Precedent have been fulfilled. In the event the Conditions Precedent remains unconditional upon the expiry of the twelfth month and any extensions herein granted, this Agreement may be terminated immediately by IRIS hereto by sending to ALVERY a written notice of termination. In the event of such termination, ALVERY shall not be entitled to (i) any further payments under Clause 8 and (ii) shall agree to the sale of Subleased Land to compensate IRIS accordingly for all costs expended under the Project as per Clause 8 or in the alternative pay an amount proportionate to IRIS’ shareholding. Each party shall agree to bear its own expenses incurred prior to termination.

3.3 Payment milestones

 Subject to Clause 5 and in consideration of ALVERY agreeing to fulfill its  right and obligations on a joint venture basis upon the terms and conditions of the Agreement  IRIS shall invest an amount of USD22Million (“Investment Sum”) which shall be paid to ALVERY or its nominees in accordance to the milestones appended herein below:-

 

No

 

Payment

Milestones

Amount (USD)

 

1.

 

1st Payment

 

Upon Execution of this Agreement wherein ALVERY shall utilize this amount for mobilization, lsurveying of Subleased land for issuance of Subleased title, mandatory feasibility reports, social mapping and other miscellaneous activities deemed necessary to kick-start the Project.

 

  1,000,000.00

 

2.

 

 

 

2nd Payment

 

 

 

Upon the valid and effective TRANSFER of the Subleased Title (100,000 hectares) to the JVCo and upon sight of all Transfer Documentation by IRIS of the same

 

 7, 000,00.00

 

 

 

3.

 

 

3rd Payment

 

Upon procurement of a valid and effective permit from the Department of Agriculture under the name of the JVCo (Agriculture Permit)

 

 2,000,000.00

 

4.

 

 

4th Payment

 

Upon issuance and procurement of a valid and effective permit from the Department of Environment under the name of the JVCo (Environmental Approval)

 

 

 

 2,000,000.00

 

 

5.

 

 

5th Payment

 

Upon issuance and procurement of a valid and effective approval from the Forest Clearing Department under the name of the JVCo (Forest Clearing Approval -FCA) AND valid transfer of all rights to the extraction of timber of the Subleased Land to IRIS

 

 

 

 

  5,000,000.00

 

 

6.

 

 

6th Payment

 

Upon the procurement of all Approvals under Item 1,2,3,4, and 5 AND 6 months from the date of the last Approval being issued to the JVCo

 

 

 

 

 2,500,000.00

 

 

 

7

 

 

7th Payment

 

Upon the procurement of all Approvals, permits, licenses, rights and titles (required for the implementation of the Project by the JVCo identified or not at the date of this Agreement hereof but deemed mandatory by IRIS) AND 12 months from the 6th Payment being made.

 

 

 

 

 

 2,500,000.00

 

 

Total payment

22,000,000.00

 

 

4. RATIONALE OF THE AGREEMENT

 The proposed Agreement is to enable the ICB Group to expand its business in the realty and development industry overseas, expanding on plantation and plantation commodities and related businesses.

 5.  RISK FACTORS

 Like all business entities, risk factors involved in this Project include but are not limited to execution risks, such as business expansion, prudent financial management, changes in price materials, and changes in political environment, economics and regulatory conditions. In addition like all new ventures there is also no definitive assurance that the anticipated benefits from the Agreement will be realized expeditiously however ICB is encouraged that will be able to generate sufficient revenue from the Project to off-set the associated cost.

 Nevertheless the Board of Directors has and will continue to exercise due care in considering the risks and benefits associated with this Agreement and will take appropriate measures in planning the successful implementation of the Project with its current business operations. Further, ICB Group is committed towards the close monitoring of the development of the Project.

6. FINANCIAL EFFECTS ON THE AGREEMENT

 The Project is not expected to have any material effect on the issued and paid-up capital, substantial shareholders’ shareholding, net assets per share and gearing of the ICB Group for the financial year ending on 31st March 2015. Barring unforeseen circumstances, the Board is of the opinion that the Project will contribute positively to the earnings of the ICB Group in the future.

7. APPROVALS REQUIRED

 This Project does not require the approval of ICB shareholders or any relevant government authority.

8. DIRECTORS AND MAJOR SHARE HOLDERS INTERESTS

 None of the directors, major shareholders, persons connected with the directors or major shareholders of ICB or any of its subsidiaries have any interest, direct or indirect, in the Project.

9. STATEMENT OF THE BOARD OF DIRECTORS

 The Board of Directors of ICB , after taking into consideration all aspects of the Joint Venture Agreement,  is of the opinion that the Agreement is fair, reasonable and is in the best interest of the ICB group.

10 DOCUMENT FOR INSPECTION

 The Agreement shall be available for inspection at the registered office of ICB during office hours at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra , 59200 Kuala Lumpur for period of three (3) months from the date of this announcement.

 

This announcement is dated 14th April 2014.

 

 

 

 

 



NETX - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameNETX HOLDINGS BERHAD (ACE Market) 
Stock Name NETX  
Date Announced14 Apr 2014  
CategoryGeneral Announcement
Reference NoCA-140411-48505

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionKUALA LUMPUR HIGH COURT SUIT NO. 22NCC-674-12/2013

Further to the Company's announcements on 19 March 2014 and 24 March 2014, the Company wishes to announce that ASB had withdrawn its Summary Judgement Application with no order as to costs.

 

 

 

The learned High Court Judge has given the following directions following the first third party entered his appearance in the third party proceeding:

 

 

 

(a) ASB to file and serve its statement of claim within 14 days from 11 April 2014;

 

(b) The third parties to file and serve their defences within 14 days after the service of ASB’s statement of claim; and

 

(c) ASB to file their reply (if any) 14 days later.

 

 

 

The matter has now fixed for case management on 19 May 2014.

 

 

 

 


CBSA - Proposed Change of Company Name

Announcement Type: Proposed Change of Company Name
Company NameCBSA BERHAD  
Stock Name CBSA  
Date Announced14 Apr 2014  
CategoryProposed Change of Company Name
Reference NoCA-140326-55863

Proposed company namePanPages Berhad


OCNCASH - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD

Announcement Type: General Announcement
Company NameOCEANCASH PACIFIC BERHAD (ACE Market) 
Stock Name OCNCASH  
Date Announced14 Apr 2014  
CategoryGeneral Announcement
Reference NoCC-140414-289E7

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Rule 14.09 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, Oceancash Pacific Berhad ("OCP" or "Company") had on 14 April 2014 received notification from Tan Siew Chin, a Director of OCP, in relation to the disposal of shares outside closed period, details of which is set out in the table below.

Date of Dealing

Number of Shares Disposed

Price Transacted (RM)

% of Issued Capital

9 April 2014

863,600

0.302

0.39

This announcement is dated 14 April 2014.



OCNCASH - Changes in Director's Interest (S135) - Tan Siew Chin

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameOCEANCASH PACIFIC BERHAD (ACE Market) 
Stock Name OCNCASH  
Date Announced14 Apr 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCC-140414-289D9

Information Compiled By KLSE

Particulars of Director

NameTan Siew Chin
AddressNo 12 Lorong Cinta Alam B
Country Heights
43000 Kajang
Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary Shares of RM0.10 Each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
09/04/2014
863,600
0.302 

Circumstances by reason of which change has occurredDisposal of Shares
Nature of interestDirect
Consideration (if any)RM260,807.20 

Total no of securities after change

Direct (units)101,161,740 
Direct (%)45.36 
Indirect/deemed interest (units)38,352,610 
Indirect/deemed interest (%)17.2 
Date of notice14/04/2014

Remarks :
This notice was received on 14 April 2014.


SMRT - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD

Announcement Type: General Announcement
Company NameSMRT HOLDINGS BERHAD (ACE Market) 
Stock Name SMRT  
Date Announced14 Apr 2014  
CategoryGeneral Announcement
Reference NoCC-140411-C4F7E

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Rule 14.09 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, SMRT Holdings Berhad (Formerly known as SMR Technologies Berhad) ("SMRT" or "Company") had on 14 April 2014 received notification from Leow Nan Chye, a Director of SMRT, in relation to the disposal of shares outside closed period, details of which is set out in the table below.

Date of Dealing

Number of Shares Disposed

Price Transacted (RM)

% of Issued Capital

9 April 2014

500,000

0.281

0.26

This announcement is dated 14 April 2014.



SMRT - Changes in Director's Interest (S135) - Leow Nan Chye

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameSMRT HOLDINGS BERHAD (ACE Market) 
Stock Name SMRT  
Date Announced14 Apr 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCC-140411-E0DAD

Information Compiled By KLSE

Particulars of Director

NameLeow Nan Chye
Address0691 Jalan 7
Fasa 6
Taman Melawati
53100 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary Shares of RM0.10 Each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
09/04/2014
500,000
0.281 

Circumstances by reason of which change has occurredDisposal of Shares
Nature of interestDirect
Consideration (if any)RM140,500.00 

Total no of securities after change

Direct (units)897,500 
Direct (%)0.47 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice14/04/2014

Remarks :
The notice was received on 14 April 2014.


RHBCAP - Annual Report 2013

Announcement Type: Document Receipt
Company NameRHB CAPITAL BERHAD  
Stock Name RHBCAP  
Date Announced14 Apr 2014  
CategoryDocument Receipt
Reference NoJM-140414-62735

Annual Report for Financial Year Ended31/12/2013
SubjectAnnual Report 2013


IGB - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameIGB CORPORATION BERHAD  
Stock Name IGB  
Date Announced14 Apr 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoIC-140414-F98BB

Date of buy back14/04/2014
Description of shares purchasedOrdinary shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)700,000
Minimum price paid for each share purchased ($$)2.700
Maximum price paid for each share purchased ($$)2.700
Total consideration paid ($$)1,896,437.00
Number of shares purchased retained in treasury (units)700,000
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)23,896,200
Adjusted issued capital after cancellation
(no. of shares) (units)
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)1.78


DRBHCOM - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameDRB-HICOM BERHAD  
Stock Name DRBHCOM  
Date Announced14 Apr 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDD-140414-E9868

Particulars of substantial Securities Holder

NameEMPLOYEES PROVIDENT FUND BOARD
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPF ACT 1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
Level 42 Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired09/04/2014
100,000
 

Circumstances by reason of which change has occurredAcquisition of shares by Citigroup Nominees (Tempatan) Sdn Bhd
Nature of interestDirect
Direct (units)100,000 
Direct (%)8.975 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change173,499,400
Date of notice10/04/2014

Remarks :
The Form 29B was received by the Company on 14 April 2014.


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