REDTONE - Additional Listing Announcement
Announcement Type: Additional Listing Announcement (ALA)
Company Name: REDTONE INTERNATIONAL BERHAD (ACE Market)
Stock Name: REDTONE
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: Others
Details of corporate proposal: Conversion of Irredeemable Convertible Unsecured Loan Stocks 2010/2020 ("ICULS") to Ordinary Shares
No. of shares issued under this corporate proposal: 326,000
Issue price per share ($$): MYR 0.250
Par Value ($$): MYR 0.100
Units: 436,682,525
Currency: MYR 43,668,252.500
Listing Date: 30/09/2010
Company Name: REDTONE INTERNATIONAL BERHAD (ACE Market)
Stock Name: REDTONE
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: Others
Details of corporate proposal: Conversion of Irredeemable Convertible Unsecured Loan Stocks 2010/2020 ("ICULS") to Ordinary Shares
No. of shares issued under this corporate proposal: 326,000
Issue price per share ($$): MYR 0.250
Par Value ($$): MYR 0.100
Units: 436,682,525
Currency: MYR 43,668,252.500
Listing Date: 30/09/2010
CIMBA40 - CIMB FTSE ASEAN 40 Malaysia - IOPV after close of morning trading session as at 29-Sep-10
Announcement Type: General Announcement
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE ASEAN 40 MALAYSIA
Stock Name: CIMBA40
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: CIMB FTSE ASEAN 40 Malaysia - IOPV after close of morning trading session as at 29-Sep-10
Contents: Fund: CIMB FTSE ASEAN 40 Malaysia
IOPV per unit (RM): 1.5204
Units in circulation (units): 8,100,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 10006.6
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE ASEAN 40 MALAYSIA
Stock Name: CIMBA40
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: CIMB FTSE ASEAN 40 Malaysia - IOPV after close of morning trading session as at 29-Sep-10
Contents: Fund: CIMB FTSE ASEAN 40 Malaysia
IOPV per unit (RM): 1.5204
Units in circulation (units): 8,100,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 10006.6
CIMBX25 - CIMB FTSE Xinhua China 25 - IOPV after close of morning trading session as at 29-Sep-10
Announcement Type: General Announcement
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE XINHUA CHINA 25
Stock Name: CIMBX25
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: CIMB FTSE Xinhua China 25 - IOPV after close of morning trading session as at 29-Sep-10
Contents: Fund: CIMB FTSE Xinhua China 25
IOPV per unit (RM): 1.0295
Units in circulation (units): 21,450,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 18784.8
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE XINHUA CHINA 25
Stock Name: CIMBX25
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: CIMB FTSE Xinhua China 25 - IOPV after close of morning trading session as at 29-Sep-10
Contents: Fund: CIMB FTSE Xinhua China 25
IOPV per unit (RM): 1.0295
Units in circulation (units): 21,450,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 18784.8
UMCCA - Additional Listing Announcement
Announcement Type: Additional Listing Announcement (ALA)
Company Name: UNITED MALACCA BERHAD
Stock Name: UMCCA
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: Employee Share Scheme
No. of shares issued under this corporate proposal: 432,000
Issue price per share ($$): MYR 8.130
Par Value ($$): MYR 1.000
Units: 134,713,001
Currency: MYR 134,713,001.000
Listing Date: 30/09/2010
Company Name: UNITED MALACCA BERHAD
Stock Name: UMCCA
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: Employee Share Scheme
No. of shares issued under this corporate proposal: 432,000
Issue price per share ($$): MYR 8.130
Par Value ($$): MYR 1.000
Units: 134,713,001
Currency: MYR 134,713,001.000
Listing Date: 30/09/2010
F&N - Additional Listing Announcement
Announcement Type: Additional Listing Announcement (ALA)
Company Name: FRASER & NEAVE HOLDINGS BHD
Stock Name: F&N
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: ESOS
No. of shares issued under this corporate proposal: 60,800
Issue price per share ($$): MYR 7.770
Par Value ($$): MYR 1.000
Units: 357,286,501
Currency: MYR 357,286,501.000
Listing Date: 30/09/2010
Company Name: FRASER & NEAVE HOLDINGS BHD
Stock Name: F&N
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: ESOS
No. of shares issued under this corporate proposal: 60,800
Issue price per share ($$): MYR 7.770
Par Value ($$): MYR 1.000
Units: 357,286,501
Currency: MYR 357,286,501.000
Listing Date: 30/09/2010
MEGB - General Announcement
Announcement Type: General Announcement
Company Name: MASTERSKILL EDUCATION GROUP BERHAD
Stock Name: MEGB
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: MASTERSKILL EDUCATION GROUP BERHAD ("MASTERSKILL" OR "THE COMPANY)
Masterskill obtained Kuching Campus Approval and Campus registration from Ministry of Higher Education Malaysia
Contents: Reference is made to Section 10.1 of the Prospectus of the Company dated 26 April 2010 in respect of the Certificate of Registration for Masterskill's Kuching Campus.
The Board of Directors of Masterskill wishes to announce that the Ministry of Higher Education Malaysia had vide its letter [Reference No.: JP/BPP(D)1000-701/221(13)] dated 28 September 2010 granted the Certificate of Registration to Masterskill's Kuching Campus of Lot 51 (Tingkat Bawah, 1, 2 & 3), Blok 218, NNLD, Jalan Stapok, Jalan Batu Kawah Junction, 93250 Kuching, Sarawak with effective from 1 October 2010. In conjunction thereto, Masterskill has obtained all the necessary approvals from relevant authorities and Masterskill's Kuching Campus shall commence its full operation with effective from 1 October 2010.
The Board of Directors expects that the abovesaid approval would contribute positively to the earnings of the MEGB Group in the future.
This announcement is dated 29th day of September 2010.
Company Name: MASTERSKILL EDUCATION GROUP BERHAD
Stock Name: MEGB
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: MASTERSKILL EDUCATION GROUP BERHAD ("MASTERSKILL" OR "THE COMPANY)
Masterskill obtained Kuching Campus Approval and Campus registration from Ministry of Higher Education Malaysia
Contents: Reference is made to Section 10.1 of the Prospectus of the Company dated 26 April 2010 in respect of the Certificate of Registration for Masterskill's Kuching Campus.
The Board of Directors of Masterskill wishes to announce that the Ministry of Higher Education Malaysia had vide its letter [Reference No.: JP/BPP(D)1000-701/221(13)] dated 28 September 2010 granted the Certificate of Registration to Masterskill's Kuching Campus of Lot 51 (Tingkat Bawah, 1, 2 & 3), Blok 218, NNLD, Jalan Stapok, Jalan Batu Kawah Junction, 93250 Kuching, Sarawak with effective from 1 October 2010. In conjunction thereto, Masterskill has obtained all the necessary approvals from relevant authorities and Masterskill's Kuching Campus shall commence its full operation with effective from 1 October 2010.
The Board of Directors expects that the abovesaid approval would contribute positively to the earnings of the MEGB Group in the future.
This announcement is dated 29th day of September 2010.
BJRTAIL - Additional Listing Announcement
Announcement Type: Additional Listing Announcement (ALA)
Company Name: BERJAYA RETAIL BERHAD
Stock Name: BJRTAIL
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: Others
Details of corporate proposal: Conversion of irredeemable convertible preference shares of RM0.50 each in Berjaya Retail Berhad into ordinary shares of RM0.50 each.
No. of shares issued under this corporate proposal: 21,700
Issue price per share ($$): MYR 0.500
Par Value ($$): MYR 0.500
Units: 840,884,704
Currency: MYR 420,442,352.000
Listing Date: 30/09/2010
Company Name: BERJAYA RETAIL BERHAD
Stock Name: BJRTAIL
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: Others
Details of corporate proposal: Conversion of irredeemable convertible preference shares of RM0.50 each in Berjaya Retail Berhad into ordinary shares of RM0.50 each.
No. of shares issued under this corporate proposal: 21,700
Issue price per share ($$): MYR 0.500
Par Value ($$): MYR 0.500
Units: 840,884,704
Currency: MYR 420,442,352.000
Listing Date: 30/09/2010
WONG - Quarterly rpt on consolidated results for the financial period ended 31/7/2010
Announcement Type: Financial Results
Company Name: WONG ENGINEERING CORPORATION BERHAD
Stock Name: WONG
Date Announced: 29/09/2010
Announcement Detail:
Financial Year End: 31/10/2010
Quarter: 3
Quarterly report for the financial period ended: 31/07/2010
The figures: have not been audited
Currency: Malaysian Ringgit (MYR)
Company Name: WONG ENGINEERING CORPORATION BERHAD
Stock Name: WONG
Date Announced: 29/09/2010
Announcement Detail:
Financial Year End: 31/10/2010
Quarter: 3
Quarterly report for the financial period ended: 31/07/2010
The figures: have not been audited
Currency: Malaysian Ringgit (MYR)
EKIB - Additional Listing Announcement
Announcement Type: Additional Listing Announcement (ALA)
Company Name: EMAS KIARA INDUSTRIES BERHAD
Stock Name: EKIB
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: ESOS
No. of shares issued under this corporate proposal: 102,500
Issue price per share ($$): MYR 0.500
Par Value ($$): MYR 0.500
Units: 84,225,500
Currency: MYR 42,112,750.000
Listing Date: 30/09/2010
Company Name: EMAS KIARA INDUSTRIES BERHAD
Stock Name: EKIB
Date Announced: 29/09/2010
Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: ESOS
No. of shares issued under this corporate proposal: 102,500
Issue price per share ($$): MYR 0.500
Par Value ($$): MYR 0.500
Units: 84,225,500
Currency: MYR 42,112,750.000
Listing Date: 30/09/2010
FITTERS - General Announcement
Announcement Type: General Announcement
Company Name: FITTERS DIVERSIFIED BERHAD
Stock Name: FITTERS
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: FITTERS DIVERSIFIED BERHAD ('FITTERS" or "the Company")
- Signing Of Lease Agreement Between Norstar Palm Oil Mill Sdn. Bhd. And Solid Orient Holdings Sdn. Bhd.
Contents: 1.0 INTRODUCTION
The Board of Directors of FITTERS wishes to announce that the Company's wholly owned subsidiary, Solid Orient Holdings Sdn. Bhd. (883999-M) ("Solid") has on 28 September 2010 entered into a lease agreement ("Agreement") with Norstar Palm Oil Mill Sdn. Bhd. (Company No. 430501-M) ("Norstar") for the following buildings and vehicles including but not limited to:-
(i) one (1) unit of a palm oil mill with capacity of 60 metric tonne per hour of Fresh Fruit Brunch;
(ii) two (2) units of fibre plant with total capacity of 2.5 metric tonne per hour of Dry Long Fibre;
(iii) one (1) unit of a double storey building for workers quarters;
(iv) one (1) unit of single storey building for office;
(v) one (1) unit of workshop;
(vi) one (1) unit of fabrication yard;
(vii) one (1) unit of caterpillar (model 116F and 150F);
(viii) one (1) unit of excavator (Hitachi model);
(ix) one (1) unit of lorry (Nissan model);
(x) two (2) units of forklift; and
(xi) one (1) unit of baby shower.
(hereinafter collectively referred to as "the Estates").
2.0 INFORMATION ON THE PARTIES TO THE AGREEMENT
2.1 Solid
Solid is a company incorporated in Malaysia under the Companies Act, 1965 on 28 December 2009, having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan and has an authorised share capital of RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each of which two (2) ordinary shares of RM1.00 each have been issued and fully paid-up. Solid has been a dormant company since its incorporation.
2.2 Norstar
Norstar is a company incorporated in Malaysia under the Companies Act, 1965 on 7 May 1997 and having its registered office at Suite 12-02, 12th Floor, Menara MAA, No. 170, Jalan Argyll, Georgetown, 10050 Pulau Pinang and has an authorised share capital of RM10,000,000.00 divided into 10,000,000 ordinary shares of RM1.00 each of which 7,125,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Norstar is principally engaged in the business of integrated oil palm plantation and crude palm oil production and other activities that are related to the main business.
(Solid and Norstar are collectively herein referred to as "the Parties")
3.0 SALIENT FEATURE OF THE AGREEMENT
3.1 The salient terms of the Agreement are as follows:-
3.1.1 The term of the lease shall be three (3) months and commencing on the 1st day of October 2010 and expiring on the 31st day of December 2010 with a reserved rent of Ringgit Malaysia Four Hundred Thousand (RM400,000.00) only per month.
3.1.2 Norstar hereby agrees to grant Solid the option to renew the lease for a further period of three (3) months at the expiration of the term.
3.1.3 If Solid shall be desirous of renewing the lease at the expiration of the term hereby created, Solid shall give to Norstar notice in writing of such desire at least one (1) month before the expiry thereof. Norstar shall renew the lease for such further period upon the same rent but otherwise subject to the same terms and conditions as are herein contained.
3.2 Security Deposit
3.2.1 Concurrently with or prior to the commencement of the lease as stated in Section 3.1.1 above, Solid shall pay to Norstar as security deposit the sum of Ringgit Malaysia Six Million Seven Hundred and Fifty Thousand (RM6,750,000.00) only ("hereinafter referred to as "Security Deposit") by way of deposit and as security for the due observance and performance by Solid of all those terms, conditions and covenants on the part of Solid to be observed and performed herein.
3.3 Option to Purchase
3.3.1 Norstar hereby agrees to grant to Solid a first option to purchase the Estates free from all encumbrances in its present physical state and condition (but subject to the conditions and restrictions in interest as endorsed on the issue document of title, if any) for the total consideration of Ringgit Malaysia Sixty Seven Million and Five Hundred Thousand (RM67,500,000.00) only in accordance with the salient terms and conditions as stipulated in the sale and purchase agreement.
3.3.2 Solid shall entitle to exercise the option to purchase the Estates at any time during the duration of the term of this lease by serving a notice in writing to Norstar of such intention.
3.3.3 Notwithstanding anything contained herein, in the event that Solid exercises its option to purchase the Estates, the parties hereto agreed that:-
(a) the Security Deposit paid by Solid to Norstar pursuant to Clause 3.2.1 shall be taken to count as deposit and part payment to the purchase price of the Estates;
(b) to enter into the sale and purchase agreement within the fourteen (14) day from the date of notice served by Solid under Clause 3.3.2, failing which the following Clause shall be applicable; and
"If Norstar shall:-
(i) fail to observe or perform any of the covenants, terms and conditions herein contained or implied to be observed or performed on its part or breach of any representations and warranties herein or any other related agreement and if capable of remedy, is not remedied to the satisfaction of Solid within fourteen (14) days from the date of notification by Solid of such breach;
(ii) a petition is presented for the winding-up of Norstar, which is not set aside and settled within two (2) months or an order is made or an effective resolution is passed or a meeting is convened to consider the passing of a resolution for the winding-up of Norstar; and/or
(iii) make any assignment for the benefit of its creditors or enter into any arrangement, agreement or compromise with its creditors by composition or otherwise;
then in any of the said cases as abovementioned , Solid shall forthwith be entitled to terminate this Agreement and upon the said termination:-
(i) Norstar shall forthwith refund to Solid the Security Deposit as agreed pre-estimated liquidated damages;
(ii) this Agreement shall forthwith terminate and lapse and be of no further force and effect save and except for any antecedent breach."
(c) upon completion of the sale and purchase of the Estate in accordance with the terms and conditions contained in the said sale and purchase agreement, this Agreement is deemed terminated and of no further effect and neither party hereto shall have any further claim against each other in respect of or arising out of this Agreement save for any antecedent breach thereof.
4.0 RATIONALE FOR THE AGREEMENT
4.1 The lease period enables FITTERS the opportunity to confirm the assumptions and the commercial viability of the venture before it commits with the option to purchase. Besides, the lease period of six months (three months with an additional option for a further three months) would also give FITTERS the opportunity to recoup / recover the Security Deposit paid.
4.2 The lease period would give FITTERS the necessary time required to secure funding for the proposed acquisition, in the event the option to purchase is exercised.
4.3 The lease agreement will give FITTERS the time to seek shareholders consent to exercise the purchase option, in the event the Board decides to eventually proceed with the said purchase option in the future.
4.4 In line with FITTERS entry into the renewable energy sector (and in particular the biomass to energy sub-sector), the lease agreement and the eventual acquisition of the palm oil mill will lend much synergy and will duly compliment its thrust into the renewable energy sector. The acquisition of the palm oil mill will enable FITTERS to showcase its proposed "Green Mill" concept besides demonstrating its business model in achieving a profitable zero waste management plan, for palm oil mills. The acquisition will give FITTERS much creditability in marketing the above mentioned business concept, besides benefiting from the cashflows generated from the palm oil mill business.
5.0 FINANCIAL EFFECT OF THE ACQUISITION
5.1 Issued and Paid-up Share Capital and Net Tangible Assets
The Agreement will not have any material effect on the Issued and Paid-up Share Capital and Net Tangible Assets of FITTERS Group.
5.2 Earnings
The Agreement is not expected to have any material impact on the earnings of FITTERS Group.
5.3 Liability
No liability is assumed by FITTERS in the Agreement.
6.0 APPROVAL REQUIRED
The Agreement is not subject to the approval of the shareholders of FITTERS.
7.0 DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Save for Dato' Wong Swee Yee, who is interested in the Agreement by virtue of he is a substantial shareholder and a Director of the Company and Solid ("Interested Director"), none of the Directors or persons connected to the Directors of FITTERS has any interest, direct or indirect, in the Agreement.
8.0 DIRECTORS' RECOMMENDATION
Having considered the rationale and all other aspects of the Agreement, the Board save for Dato' Wong Swee Yee, is of the opinion that it is in the best interest of the Company to proceed with the Agreement.
9.0 DOCUMENT AVAILABLE FOR INSPECTION
The Agreement is available for inspection during normal business hours on Mondays to Fridays (except public holidays) at the Registered Office of the Company at No. 1, Jalan Tembaga SD 5/2, Bandar Sri Damansara, 52200 Kuala Lumpur for a period of three (3) months from the date of this announcement.
This announcement is dated 29 September 2010.
Company Name: FITTERS DIVERSIFIED BERHAD
Stock Name: FITTERS
Date Announced: 29/09/2010
Announcement Detail:
Type: Announcement
Subject: FITTERS DIVERSIFIED BERHAD ('FITTERS" or "the Company")
- Signing Of Lease Agreement Between Norstar Palm Oil Mill Sdn. Bhd. And Solid Orient Holdings Sdn. Bhd.
Contents: 1.0 INTRODUCTION
The Board of Directors of FITTERS wishes to announce that the Company's wholly owned subsidiary, Solid Orient Holdings Sdn. Bhd. (883999-M) ("Solid") has on 28 September 2010 entered into a lease agreement ("Agreement") with Norstar Palm Oil Mill Sdn. Bhd. (Company No. 430501-M) ("Norstar") for the following buildings and vehicles including but not limited to:-
(i) one (1) unit of a palm oil mill with capacity of 60 metric tonne per hour of Fresh Fruit Brunch;
(ii) two (2) units of fibre plant with total capacity of 2.5 metric tonne per hour of Dry Long Fibre;
(iii) one (1) unit of a double storey building for workers quarters;
(iv) one (1) unit of single storey building for office;
(v) one (1) unit of workshop;
(vi) one (1) unit of fabrication yard;
(vii) one (1) unit of caterpillar (model 116F and 150F);
(viii) one (1) unit of excavator (Hitachi model);
(ix) one (1) unit of lorry (Nissan model);
(x) two (2) units of forklift; and
(xi) one (1) unit of baby shower.
(hereinafter collectively referred to as "the Estates").
2.0 INFORMATION ON THE PARTIES TO THE AGREEMENT
2.1 Solid
Solid is a company incorporated in Malaysia under the Companies Act, 1965 on 28 December 2009, having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan and has an authorised share capital of RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each of which two (2) ordinary shares of RM1.00 each have been issued and fully paid-up. Solid has been a dormant company since its incorporation.
2.2 Norstar
Norstar is a company incorporated in Malaysia under the Companies Act, 1965 on 7 May 1997 and having its registered office at Suite 12-02, 12th Floor, Menara MAA, No. 170, Jalan Argyll, Georgetown, 10050 Pulau Pinang and has an authorised share capital of RM10,000,000.00 divided into 10,000,000 ordinary shares of RM1.00 each of which 7,125,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Norstar is principally engaged in the business of integrated oil palm plantation and crude palm oil production and other activities that are related to the main business.
(Solid and Norstar are collectively herein referred to as "the Parties")
3.0 SALIENT FEATURE OF THE AGREEMENT
3.1 The salient terms of the Agreement are as follows:-
3.1.1 The term of the lease shall be three (3) months and commencing on the 1st day of October 2010 and expiring on the 31st day of December 2010 with a reserved rent of Ringgit Malaysia Four Hundred Thousand (RM400,000.00) only per month.
3.1.2 Norstar hereby agrees to grant Solid the option to renew the lease for a further period of three (3) months at the expiration of the term.
3.1.3 If Solid shall be desirous of renewing the lease at the expiration of the term hereby created, Solid shall give to Norstar notice in writing of such desire at least one (1) month before the expiry thereof. Norstar shall renew the lease for such further period upon the same rent but otherwise subject to the same terms and conditions as are herein contained.
3.2 Security Deposit
3.2.1 Concurrently with or prior to the commencement of the lease as stated in Section 3.1.1 above, Solid shall pay to Norstar as security deposit the sum of Ringgit Malaysia Six Million Seven Hundred and Fifty Thousand (RM6,750,000.00) only ("hereinafter referred to as "Security Deposit") by way of deposit and as security for the due observance and performance by Solid of all those terms, conditions and covenants on the part of Solid to be observed and performed herein.
3.3 Option to Purchase
3.3.1 Norstar hereby agrees to grant to Solid a first option to purchase the Estates free from all encumbrances in its present physical state and condition (but subject to the conditions and restrictions in interest as endorsed on the issue document of title, if any) for the total consideration of Ringgit Malaysia Sixty Seven Million and Five Hundred Thousand (RM67,500,000.00) only in accordance with the salient terms and conditions as stipulated in the sale and purchase agreement.
3.3.2 Solid shall entitle to exercise the option to purchase the Estates at any time during the duration of the term of this lease by serving a notice in writing to Norstar of such intention.
3.3.3 Notwithstanding anything contained herein, in the event that Solid exercises its option to purchase the Estates, the parties hereto agreed that:-
(a) the Security Deposit paid by Solid to Norstar pursuant to Clause 3.2.1 shall be taken to count as deposit and part payment to the purchase price of the Estates;
(b) to enter into the sale and purchase agreement within the fourteen (14) day from the date of notice served by Solid under Clause 3.3.2, failing which the following Clause shall be applicable; and
"If Norstar shall:-
(i) fail to observe or perform any of the covenants, terms and conditions herein contained or implied to be observed or performed on its part or breach of any representations and warranties herein or any other related agreement and if capable of remedy, is not remedied to the satisfaction of Solid within fourteen (14) days from the date of notification by Solid of such breach;
(ii) a petition is presented for the winding-up of Norstar, which is not set aside and settled within two (2) months or an order is made or an effective resolution is passed or a meeting is convened to consider the passing of a resolution for the winding-up of Norstar; and/or
(iii) make any assignment for the benefit of its creditors or enter into any arrangement, agreement or compromise with its creditors by composition or otherwise;
then in any of the said cases as abovementioned , Solid shall forthwith be entitled to terminate this Agreement and upon the said termination:-
(i) Norstar shall forthwith refund to Solid the Security Deposit as agreed pre-estimated liquidated damages;
(ii) this Agreement shall forthwith terminate and lapse and be of no further force and effect save and except for any antecedent breach."
(c) upon completion of the sale and purchase of the Estate in accordance with the terms and conditions contained in the said sale and purchase agreement, this Agreement is deemed terminated and of no further effect and neither party hereto shall have any further claim against each other in respect of or arising out of this Agreement save for any antecedent breach thereof.
4.0 RATIONALE FOR THE AGREEMENT
4.1 The lease period enables FITTERS the opportunity to confirm the assumptions and the commercial viability of the venture before it commits with the option to purchase. Besides, the lease period of six months (three months with an additional option for a further three months) would also give FITTERS the opportunity to recoup / recover the Security Deposit paid.
4.2 The lease period would give FITTERS the necessary time required to secure funding for the proposed acquisition, in the event the option to purchase is exercised.
4.3 The lease agreement will give FITTERS the time to seek shareholders consent to exercise the purchase option, in the event the Board decides to eventually proceed with the said purchase option in the future.
4.4 In line with FITTERS entry into the renewable energy sector (and in particular the biomass to energy sub-sector), the lease agreement and the eventual acquisition of the palm oil mill will lend much synergy and will duly compliment its thrust into the renewable energy sector. The acquisition of the palm oil mill will enable FITTERS to showcase its proposed "Green Mill" concept besides demonstrating its business model in achieving a profitable zero waste management plan, for palm oil mills. The acquisition will give FITTERS much creditability in marketing the above mentioned business concept, besides benefiting from the cashflows generated from the palm oil mill business.
5.0 FINANCIAL EFFECT OF THE ACQUISITION
5.1 Issued and Paid-up Share Capital and Net Tangible Assets
The Agreement will not have any material effect on the Issued and Paid-up Share Capital and Net Tangible Assets of FITTERS Group.
5.2 Earnings
The Agreement is not expected to have any material impact on the earnings of FITTERS Group.
5.3 Liability
No liability is assumed by FITTERS in the Agreement.
6.0 APPROVAL REQUIRED
The Agreement is not subject to the approval of the shareholders of FITTERS.
7.0 DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Save for Dato' Wong Swee Yee, who is interested in the Agreement by virtue of he is a substantial shareholder and a Director of the Company and Solid ("Interested Director"), none of the Directors or persons connected to the Directors of FITTERS has any interest, direct or indirect, in the Agreement.
8.0 DIRECTORS' RECOMMENDATION
Having considered the rationale and all other aspects of the Agreement, the Board save for Dato' Wong Swee Yee, is of the opinion that it is in the best interest of the Company to proceed with the Agreement.
9.0 DOCUMENT AVAILABLE FOR INSPECTION
The Agreement is available for inspection during normal business hours on Mondays to Fridays (except public holidays) at the Registered Office of the Company at No. 1, Jalan Tembaga SD 5/2, Bandar Sri Damansara, 52200 Kuala Lumpur for a period of three (3) months from the date of this announcement.
This announcement is dated 29 September 2010.
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