IRIS CORPORATION BERHAD’S SALE OF 11,257,000 ORDINARY SHARES AT PAR VALUE OF RM1.00 EACH IN EPOCH ENERGY TECHNOLOGY SDN BHD (“EPOCH”) REPRESENTING 70% EQUITY INTEREST IN EPOCH FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THREE MILLION (RM3,00,000.00) ONLY UNDER A SHARE SALE AGREEMENT DATED 2ND JUNE, 2014
The Board of Directors of IRIS Corporation Berhad (“ICB”) wishes to announce that it has on 2nd June, 2014 entered into a Share Sale Agreement (“Agreement”) with ARMADA SETIAJAYA SDN.BHD (Company No: 1090617) for the sale of 11,257,000 ordinary shares (“Sale Shares”) in its subsidiary EPOCH ENERGY TECHNOLOGY SDN BHD for a total cash consideration of Ringgit Malaysia Three Million (RM3,000,000.) only. (“Purchase Price”).
2. INFORMATION ON EPOCH ENERGY TECHNOLOGY SDN BHD (‘EPOCH”)
EPOCH ENERGY TECHNOLOGY SDN BHD (Company No: 939976-X) is a company duly incorporated under the laws of Malaysia having its place of business at No 9 & 11, Jalan Shamelin Niaga 1, Shamelin Heights Business Park, Taman Shamelin Perkasa, 56100 Kuala Lumpur and is in the business of providing products, maintenance and solutions for carbon cleaning system.
EPOCH has an authorized capital of RM25,000,000 divided into 25,000,000 ordinary shares at the rate of RM1.00 each and a total paid up of RM16,081,400 to this date hereof. IRIS is the beneficial and registered owner of 11,257,000 ordinary shares of RM1.00 each representing 70% of EPOCH shareholdings, Primary Concept Sdn. Bhd. 1,624,100 ordinary shares representing 10.1%and Epoch Energy Technology Sdn. Bhd. the remaining 3,200,300 representing 19.9% totalling to the total paid up capital of EPOCH.
With the completion of the sale under this Share Sale Agreement EPOCH will cease to be a subsidiary of the IRIS Group.
The Present Directors of EPOCH are:-
Datuk Tan Say Jim (Malaysian)
Dato’ Lee Kwee Hiang (Malaysian)
Mr Lin Wen Chang (Taiwanese)
3. SALIENT TERMS
The salient terms in the Agreement are as follows:-
(I) ARMADA agrees to pay IRIS a the total Purchase Consideration for the Sale Shares to the amount of RM3, 000,000 in the agreed manner as described below and subject to and in accordance to the terms and conditions of this Agreement .
Tranches | | |
1st Tranche | Within 30 days from the execution of the Share Sales Agreement | |
2nd Tranche | Within 12 months from the execution of the Share Sales Agreement | |
3rd Tranche | Within 24 months from the execution of the Share Sales Agreement | |
| | |
3.2 Notwithstanding the purchase of the Sale Shares, ARMADA has herein agreed and undertaken to convert inter-company advance payments made by IRIS to EPOCH to the amount of RM3,700,000.00 (Ringgit Malaysia Three Million and Seven Hundred Thousand) only into Non-Convertible Redeemable Preference Shares with a 5 year maturity period which shall be redeemed upon its maturity. The total number of shares to be issued shall be Three Million and Seven Hundred Thousand NCR shares. The undertaking and conversion of the Non-Convertible Preference Shares shall take effect from the date of the Agreement hereof.
3.3 Parties agree that IRIS shall deliver vacant possession of the one (1) unit of warehouse in Klang described as Lot. 9, Lengkungan Sultan Hishamuddin, Kawasan 20, Selat Klang Utara,42000 Port Klang, Selangorto ARMADA “the said Premises”) by or before 1st June 2014. The rental for the said Premises upon presentation of invoice by EPOCH is Ringgit Malaysia Four Thousand Five Hundred (RM4,500) only and all EPOCH’s business shall thereafter be transferred to ARMADA with immediate effect.
4. FINANCIAL EFFECTS OF THE SALE OF SHARES
The sale of the Sale Shares will not have any material effect on ICB’s earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings for the financial year ending on 31stMarch 2015.
6. APPROVAL REQUIRED
The sale of Sale Shares is not subject to the approval of the shareholders of ICB or any relevant government authorities.
7. RATIONALE OF THE AGREEMENT
The proposed disposal will enable the ICB Group to realise the value of its investments and is line with the its overall objective to dispose of its non-core assets and to streamline its operations.
8. PROPOSED UTILISATION OF PROCEEDS
The proceeds from the transaction will be utilised as working capital of the ICB Group.
9. APPROVAL REQUIRED
The proposed disposal is not subject to the approval of the shareholders of ICB.
10. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
None of the directors and substantial shareholders of the Company, or persons connected with them, have any interest, direct or indirect in the above transaction.
11. STATEMENT OF DIRECTORS
The Directors of ICB, having considered all aspects of the disposal, are of the opinion that the transaction is in the best interest of the Company.
12. DEPARTURE FROM THE SECURITIES COMMISSION’S GUIDELINES
To the best knowledge of the Board, the transaction has not departed from the Securities Commission’s Policies and Guidelines on Issues/ Offers of Securities.
13. DOCUMENTS 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, and 59200 Kuala Lumpur for a period of three (3) months from the date of this announcement .
The SA is available for inspection at the registered office of
This announcement is dated 3rd June, 2014