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.
| Company Name | IRIS CORPORATION BERHAD (ACE Market) |
| Stock Name | IRIS |
| Date Announced | 14 Apr 2014 |
| Category | General Announcement |
| Reference No | IC-140414-49577 |
| Type | Announcement | ||||||||||||||||||||||||||||||||||||
| Subject | OTHERS | ||||||||||||||||||||||||||||||||||||
| Description | 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. | ||||||||||||||||||||||||||||||||||||
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:-
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.
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NETX - MATERIAL LITIGATION
| Company Name | NETX HOLDINGS BERHAD (ACE Market) |
| Stock Name | NETX |
| Date Announced | 14 Apr 2014 |
| Category | General Announcement |
| Reference No | CA-140411-48505 |
| Type | Announcement |
| Subject | MATERIAL LITIGATION |
| Description | KUALA 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
| Company Name | CBSA BERHAD |
| Stock Name | CBSA |
| Date Announced | 14 Apr 2014 |
| Category | Proposed Change of Company Name |
| Reference No | CA-140326-55863 |
| Proposed company name | PanPages Berhad |
OCNCASH - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
| Company Name | OCEANCASH PACIFIC BERHAD (ACE Market) |
| Stock Name | OCNCASH |
| Date Announced | 14 Apr 2014 |
| Category | General Announcement |
| Reference No | CC-140414-289E7 |
| Type | Announcement | ||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||
| Description | Pursuant 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. | ||||||||
This announcement is dated 14 April 2014. | |||||||||
OCNCASH - Changes in Director's Interest (S135) - Tan Siew Chin
| Company Name | OCEANCASH PACIFIC BERHAD (ACE Market) |
| Stock Name | OCNCASH |
| Date Announced | 14 Apr 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CC-140414-289D9 |
Information Compiled By KLSE
Particulars of Director
| Name | Tan Siew Chin |
| Address | No 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 | 863,600 | 0.302 |
| Circumstances by reason of which change has occurred | Disposal of Shares |
| Nature of interest | Direct |
| 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 notice | 14/04/2014 |
| Remarks : |
| This notice was received on 14 April 2014. |
SMRT - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
| Company Name | SMRT HOLDINGS BERHAD (ACE Market) |
| Stock Name | SMRT |
| Date Announced | 14 Apr 2014 |
| Category | General Announcement |
| Reference No | CC-140411-C4F7E |
| Type | Announcement | ||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||
| Description | Pursuant 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. | ||||||||
This announcement is dated 14 April 2014. | |||||||||
SMRT - Changes in Director's Interest (S135) - Leow Nan Chye
| Company Name | SMRT HOLDINGS BERHAD (ACE Market) |
| Stock Name | SMRT |
| Date Announced | 14 Apr 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CC-140411-E0DAD |
Information Compiled By KLSE
Particulars of Director
| Name | Leow Nan Chye |
| Address | 0691 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 | 500,000 | 0.281 |
| Circumstances by reason of which change has occurred | Disposal of Shares |
| Nature of interest | Direct |
| 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 notice | 14/04/2014 |
| Remarks : |
| The notice was received on 14 April 2014. |
RHBCAP - Annual Report 2013
| Company Name | RHB CAPITAL BERHAD |
| Stock Name | RHBCAP |
| Date Announced | 14 Apr 2014 |
| Category | Document Receipt |
| Reference No | JM-140414-62735 |
| Annual Report for Financial Year Ended | 31/12/2013 |
| Subject | Annual Report 2013 |
IGB - Notice of Shares Buy Back - Immediate Announcement
| Company Name | IGB CORPORATION BERHAD |
| Stock Name | IGB |
| Date Announced | 14 Apr 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | IC-140414-F98BB |
DRBHCOM - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD
| Company Name | DRB-HICOM BERHAD |
| Stock Name | DRBHCOM |
| Date Announced | 14 Apr 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | DD-140414-E9868 |
Particulars of substantial Securities Holder
| Name | EMPLOYEES PROVIDENT FUND BOARD |
| Address | Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Level 42 Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 09/04/2014 | 100,000 |
| Remarks : |
| The Form 29B was received by the Company on 14 April 2014. |
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