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发表于 2-1-2021 07:59 AM
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Type | Announcement | Subject | OTHERS | Description | IREKA CORPORATION BERHAD ("IREKA" or the "COMPANY")- SUSPENDED CRITERIA TRIGGERED AND PN17 RELIEF MEASURES APPLIED (NOT CLASSIFIED AS A PN17 LISTED ISSUER) | The Board of Directors of IREKA wishes to announce that the Company has triggered the Suspended Criteria pursuant to Bursa’s letter dated 16 April 2020, where IREKA's shareholders’ equity on a consolidated basis is 50% or less of its share capital. IREKA's shareholders’ equity on a consolidated basis as at 31 March 2020 is 42.67% of its share capital. Accordingly, IREKA's external auditors, Messrs RSL PLT, have issued an unqualified audit opinion with indication on material uncertainty relating to going concern ("MUGC") in respect of IREKA's audited financial statements for the financial year ended 31 March 2020.
Bursa had via its letter dated 16 April 2020 granted affected listed issuers relief from complying with the obligations under Paragraph 8.04 and Practice Note 17 (“PN17”) of the Main Market Listing Requirements of Bursa (“Main LR”) (“PN17 Relief Measures”) from 17 April 2020 to 30 June 2021 (“Relief Period”).
For avoidance of doubt, IREKA will not be classified as a PN17 listed issuer and will not be required to comply with the obligations pursuant to Paragraph 8.04 and PN17 of the Main LR for a period of 12 months from the date of this announcement. The Group is currently undertaking a demerger transaction with Aseana Properties Limited as announced on 16 July 2020, and plans to implement a re-capitalisation exercise to increase the capital base of the Company, after completion of the demerger transaction.
This announcement is dated 27 August 2020. |
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发表于 6-1-2021 07:55 AM
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本帖最后由 icy97 于 9-7-2021 11:45 AM 编辑
SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2020 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Jun 2020 | 30 Jun 2019 | 30 Jun 2020 | 30 Jun 2019 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 14,730 | 21,705 | 14,730 | 21,705 | | 2 | Profit/(loss) before tax | -8,456 | -9,867 | -8,456 | -9,867 | | 3 | Profit/(loss) for the period | -8,934 | -10,391 | -8,934 | -10,391 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | -8,807 | -10,266 | -8,807 | -10,266 | | 5 | Basic earnings/(loss) per share (Subunit) | -4.72 | -5.66 | -4.72 | -5.66 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.3700 | 0.4100
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SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2020 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Sep 2020 | 30 Sep 2019 | 30 Sep 2020 | 30 Sep 2019 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 42,052 | 66,325 | 56,782 | 88,030 | | 2 | Profit/(loss) before tax | -7,219 | 4,515 | -15,675 | -5,352 | | 3 | Profit/(loss) for the period | -7,934 | 2,916 | -16,868 | -7,475 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | -7,898 | 2,834 | -16,705 | -7,432 | | 5 | Basic earnings/(loss) per share (Subunit) | -4.23 | 1.52 | -8.95 | -3.98 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.3200 | 0.4100
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发表于 7-10-2021 07:45 AM
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Type | Announcement | Subject | NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING | Description | IREKA CORPORATION BERHAD ("IREKA" OR THE "COMPANY")PROPOSED PRIVATE PLACEMENT | On behalf of the Board of Directors of Ireka, TA Securities Holdings Berhad wishes to announce that the Company proposes to undertake a private placement of up to 22,404,900 new ordinary shares of the Company to third party investor(s) to be identified later and at an issue price to be determined later (“Proposed Private Placement”).
Further details of the Proposed Private Placement are set out in the attachment below.
This announcement is dated 6 October 2021. |
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3198787
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发表于 8-10-2021 05:51 AM
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Type | Announcement | Subject | OTHERS | Description | AWARD OF CONTRACT | The Board of Ireka Corporation Berhad ("ICB") is pleased to announce that its wholly owned subsidiary, Ireka Engineering & Construction Sdn. Bhd. has today been awarded a contract by Fec Telco Sdn. Bhd., a wholly owned subsidiary of Wanland Metro Sdn. Bhd. for the 'Fibre-To-The-Home Connectivity Project' ("the Contract") in Langkawi, Kedah. The Contract is for a provisional sum of Ringgit Malaysia One Hundred Ninety Six Million (MYR 196,000,000.00) only subject to terms and conditions which, inter alia, includes the following salient terms: - The finalisation and acceptance of the network design and layout of the entire network by Landasan Salam Sdn. Bhd.;
- The issuance by Malaysian Communications and Multimedia Commission (MCMC) of the related operating licenses governing the broadband operation;
- The Contract is for a period of two (2) years and shall commence upon the acceptance of this letter of award; and
- The Contract shall be undertaken in two (2) sections, namely:
i) the Civil Works component including the supply and installation of fibre-optic cables and all related equipment, pole installations and commissioning works; and
ii) The Network, IT, and Services components including the design and operations of the Contract network, Business Support System (BSS) inclusive of all IT, Operational Support System (OSS), and Over The Top (OTT) services to the targeted end-users.
The above Contract is expected to contribute positively to the earnings of ICB Group for the financial years ending 31 March 2022 onwards.
ICB does not foresee any exceptional risk other than normal operational risk associated with the Contract.
Barring unforeseen circumstances, the Board of ICB is of the opinion that the acceptance of the Contract is in the best interest of ICB Group.
None of the directors or substantial shareholders or persons connected with such directors or substantial shareholders of ICB have any direct or indirect interest in the Contract.
This announcement is dated 7 October 2021.
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发表于 19-10-2021 08:32 AM
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| 1. Details of Corporate Proposal | Involve issuance of new type/class of securities ? | No | Types of corporate proposal | Private Placement | Details of corporate proposal | IREKA CORPORATION BERHAD ("IREKA" OR THE "COMPANY") PRIVATE PLACEMENT OF UP TO 22,404,900 ORDINARY SHARES OF IREKA | No. of shares issued under this corporate proposal | 20,000,000 | Issue price per share ($$) | Malaysian Ringgit (MYR) 0.7000 | Par Value($$) (if applicable) | Malaysian Ringgit (MYR) | | Latest issued share capital after the above corporate proposal in the following | Units | 225,378,850 | Issued Share Capital ($$) | Malaysian Ringgit (MYR) 206,328,707.360 | Listing Date | 20 Oct 2021 |
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发表于 24-11-2021 07:56 AM
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Type | Announcement | Subject | OTHERS | Description | AWARD OF CONTRACT | The Board of the Company is pleased to announce that its wholly owned subsidiary, Ireka Engineering & Construction Sdn. Bhd. has today been awarded a contract by Wanland Metro Sdn. Bhd. for the construction and completion of the following, including the infrastructure and associated works at Bukit China, Mukim Pasir Akar, Daerah Besut, Terengganu (“the Contract”): - 68 units 1-storey terrace houses type “A”;
- 280 units 1-storey terrace houses type “B”;
- 8 units shophouses;
- Community Hall;
- Surau; and
- Tadika.
The salient terms are as follows: - The Contract shall be for the provisional sum of Ringgit Malaysia Forty-Five Million Seven Hundred and Sixty-Nine Thousand Only (MYR45,769,000.00); and
- The date of possession of site and completion shall be as follows:
- Commencement: 15 November 2021;
- Completion: 29 May 2023; and
- Completion period: 80 weeks from the commencement date.
]The above Contract is expected to contribute positively to the earnings of ICB Group for the financial years ending 31 March 2022 onwards. ICB does not foresee any exceptional risk other than the normal operational risk associated with the Contract. Barring unforeseen circumstances, the Board of ICB is of the opinion that the acceptance of the Contract is in the best interest of ICB Group.
None of the directors or substantial shareholders or persons connected with such directors or substantial holders of the Company have any direct or indirect interest in the Contract.
This announcement is dated 8 November 2021. |
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发表于 12-12-2021 08:16 AM
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Date of change | 15 Nov 2021 | Name | MR CHAN CHEE KIAN | Age | 44 | Gender | Male | Nationality | Malaysia | Designation | Director | Directorate | Executive | Type of change | Resignation | Reason | Resignation |
Date of change | 15 Nov 2021 | Name | MRS LAI VOON HUEY MONICA | Age | 55 | Gender | Female | Nationality | Malaysia | Designation | Deputy Group Managing Director | Directorate | Executive | Type of change | Resignation | Reason | Resignation |
Date of change | 15 Nov 2021 | Name | MR TAN THIAM CHAI | Age | 62 | Gender | Male | Nationality | Malaysia | Designation | Executive Director | Directorate | Executive | Type of change | Resignation | Reason | Resignation |
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发表于 6-2-2022 12:43 PM
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SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2021 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Sep 2021 | 30 Sep 2020 | 30 Sep 2021 | 30 Sep 2020 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 8,286 | 42,052 | 29,148 | 56,782 | | 2 | Profit/(loss) before tax | -14,759 | -7,219 | -52,317 | -15,675 | | 3 | Profit/(loss) for the period | -14,909 | -7,934 | -52,694 | -16,868 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | -14,896 | -7,898 | -52,679 | -16,705 | | 5 | Basic earnings/(loss) per share (Subunit) | -7.59 | -4.23 | -26.84 | -8.95 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.1600 | 0.3200
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发表于 6-2-2022 12:47 PM
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Type | Announcement | Subject | OTHERS | Description | JOINT-VENTURE BETWEEN IREKA CORPORATION BERHAD (ICB) WITH NEG ENGINEERING GROUP SDN BHD (NEG) (referred to as the JV) UNDER AN UNINCORPORATED JV STRUCTURE | 1. INTRODUCTION
The Board of Directors of Ireka Corporation Berhad (“ICB” or the “Group”) wishes to announce that the Group has entered into a Joint Venture Agreement (“JVA”) on 29 November 2021 with NEG Engineering Group Sdn Bhd (“NEG”) to establish an unincorporated joint venture for NEG being the lead contractor and ICB as joint lead contractor for future construction projects.
1.1 The Unincorporated JV
1.1 Background
NEG is currently finalising various projects with Government of Malaysia. NEG’s future projects present an excellent opportunity for ICB to be involved as a partner with NEG as an exclusive joint lead contractor for the construction jobs.
NEG being the lead contractor can concentrate its efforts and capabilities in securing more future projects and ICB as a joint lead contractor will contribute its skills and capabilities in the construction and completion of future projects. This provides both parties a win-win situation which will have common benefits to both companies in the long run.
1.2. Terms of the JVA
Under the JVA with NEG, NEG shall play the role as lead contractor. NEG shall do all such acts as required and execute all such documents and instruments, including approvals from the relevant authorities and render all such assistance as may be reasonably necessary for the implementation of the future projects. NEG shall also be responsible for all the overseeing, coordinating, monitoring, managing, planning, designing, documentation and implementation of the future projects. ICB shall play the role as of Joint-Venture partner and exclusive joint-lead contractor for all NEG’s future projects. This exclusive right to be given to ICB shall continue as long as this Agreement is in force and will include the projects identified herein and others to be identified later.
2. DETAILS OF ICB AND NEG
2.1 Background of ICB
ICB is a public limited company incorporated in Malaysia on 31st December 1975 and having its registered and business address at Level 18, Wisma Mont’ Kiara No 1 Jalan Kiara Mont’s Kiara 50480 Wilayah Persekutuan Kuala Lumpur.
The Group is actively involved in four core business i.e. construction, real estate, technologies and urban transportation.
2.2 Background of NEG
NEG is a private limited company incorporated in Malaysia on 5 July 2005 owned by Malaysian and having its registered business address at No. 7099, 2nd Floor, Jalan Bagan Ajam, 13000 Butterworth, Pulau Pinang.
NEG has a paid-up capital of RM750,000-00 and authorized capital of RM750,000.00 and registered with Suruhanjaya Perkhidmatan Air Negara (“SPAN”) and Construction Industrial Development Board (“CIDB”) with G7 (No Limit) construction license with vast experience in construction industry.
NEG involved in sewerage treatment plant, industrial wastewater and solid waste management. NEG is active in both Malaysia and Asian countries and offer wide range of business activity especially in relation to environmental control and management includes design and supervise water treatment system installation, design, installation, testing and commissioning of water treatment system, turnkey projects for Water, sewerage & solid municipal waste engineering, refurbish, upgrade or rehabilitate existing treatment plant and project management and supervision.
NEG and its associated companies are well experienced in domestic and industrial sewerage wastewater treatment plants. Its vast expertise as works contractor ranges from treatments plants for water discharge from factory, treat mixtures of industrial and domestic waste Bio-chemical treatment plants, sludge discharge and dewatering process plants, chemical process engineering, surface water and water purification systems, treated wastewater recycling and setup and manage central laboratory and sub laboratory units to State Government.
With experienced management team in construction field, highly technical staff and construction systems in place, NEG is able to expand its network and capabilities in the water treatment industry.
3. SALIENT TERMS OF THE JVA
3.1 Pursuant to the Terms of the JVA
- Under the JVA, NEG shall play the role as the lead contractor and ICB as the joint-lead contractor;
- NEG shall do all such acts as required and execute all such documents and instruments, including approvals from the relevant authorities and render all such assistance as may be reasonably necessary for the implementation of the future projects;
- NEG shall be responsible for all the overseeing, coordinating, monitoring, managing, planning, designing, documentation and implementation of the future projects;
- NEG shall also be carrying out the development in accordance with the Approved Plans, bylaws, guidelines, directives, approvals and conditions attached applicable thereto (if any);
- NEG shall play the role as the joint-lead contractor for the future projects;
- NEG shall comply with such law, rules and regulations for the time being in force with regards to the future project;
- NEG is not wound up nor are there any winding up proceedings against it and its shareholders and directors are not bankruptcy and there is foreclosure proceeding pending;
- NEG has not previously entered into any other legal and binding agreement concerning which might affect the validity of the JVA.
- ICB shall carry out its obligations herein diligently and in accordance with the terms of the JVA;
- ICB shall observe and comply with all relevant laws, rules and regulations, statutes and by-laws of the relevant authorities in carrying out the future projects;
- ICB is not wound up nor are there any winding up proceedings against it and its shareholders and directors are not bankruptcy and there is foreclosure proceeding pending; and
- ICB shall be appointed by the Joint Venture partner, as the exclusive joint-lead contractor for all NEG’s future projects. This exclusive right to be given to ICB shall continue as long as the JVA is in force and will include the projects identified herein and others to be identified in the future.
4. RATIONALE FOR THE JV
The Proposed JV is in line with the strategy of the management to lock with its intended strategic partners, in this case, NEG, to expand it business with Government of Malaysia which NEG is currently finalising various contracts with the government.
This strategy shall allow ICB to achieve its corporate objective of participating various projects awarded by the government. This will assist in the vision of creating a win-win venture with strategic partners who can bring in ready projects and expertise
5. FUTURE PROSPECTS AND RISK FACTORS
The Board is not aware of any other risk factors arising from the JV, other than the Covid 19 pandemic, the cyclical nature of the property market and global economic risks. With this JV, the Board is optimistic on the medium to long term prospects of the construction project under the Group.
6. FINANCIAL EFFECTS OF THE JV
6.1 Share capital and substantial shareholders’ shareholding
The JV will not have any effect on the share capital and substantial shareholders’ shareholding in ICB as the unicorporated JV does not involve any allotment or issuance of new shares by ICB.
6.2 Earnings, Net Assets and Gearing
The JV is not expected to have any immediate material effect on the earnings per share, net assets per share and the gearing for the current financial year ending 31 March 2022. The JV is expected to contribute positively to the future earnings of the Group.
7. APPROVALS REQUIRED
The execution of the JVA is not subject to the approval of the shareholders of ICB or other relevant authorities.
8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of the Company and/or persons connected with them have any interest, whether direct and indirect, in the JV.
9. DOCUMENTS FOR INSPECTION
A copy of the JVA is available for inspection during normal business hours from Mondays to Fridays (except public holidays) at the registered office of ICB at Level 18, Wisma Mont’ Kiara, No.1 Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur for one (1) month from the date of this Announcement.
10. STATEMENT BY THE BOARD
Having considered all aspects of the JV, the Board of ICB is of the opinion that the JV is a good opportunity to increase Group’s construction contracts book order going forward and is in the best interest of the Group.
This announcement is dated 29 November 2021.
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发表于 7-2-2022 10:46 AM
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Type | Announcement | Subject | MULTIPLE PROPOSALS | Description | IREKA CORPORATION BERHAD ("IREKA" OR "COMPANY")(I) PROPOSED ISSUANCE OF UP TO 112,680,000 NEW 2% CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN IREKA ("RCPS") AT AN ISSUE PRICE OF RM1.00 PER RCPS ("PROPOSED RCPS ISSUANCE"); AND(II) PROPOSED AMENDMENTS TO THE CONSTITUTION OF IREKA ("PROPOSED AMENDMENTS") (COLLECTIVELY REFERRED TO AS THE "PROPOSALS") | On behalf of the Board of Directors of Ireka (“Board”), Mercury Securities Sdn Bhd (“Mercury Securities”) wishes to announce that the Company has on 29 November 2021 entered into a conditional subscription agreement with Fairfax Ventures Ltd (“Fairfax” or “Subscriber”) for the Proposed RCPS Issuance (“Subscription Agreement”).
In conjunction with the Proposed RCPS Issuance, the Company proposes to amend the Constitution of Ireka to facilitate the issuance of the RCPS.
Please refer to the attachment for further details on the Proposals.
This announcement is dated 29 November 2021. |
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3214216
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发表于 7-2-2022 10:50 AM
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Date of change | 29 Nov 2021 | Name | ENCIK WAN AHMAD NAZIM BIN MOHAMED NOOR | Age | 52 | Gender | Male | Nationality | Malaysia | Designation | Executive Director | Directorate | Executive | Type of change | Appointment |
QualificationsNo | Qualifications | Major/Field of Study | Institute/University | Additional Information | | 1 | Others | - | - | |
Working experience and occupation | ENCIK WAN AHMAD NAZIM HAS MORE THAN 30 YEARS OF EXPERIENCE IN THE MALAYSIAN CAPITAL MARKET AND IS A HIGHLY RESPECTED DEALMAKER WITHIN THE ASEAN REGION. HIS VAST EXPERIENCE IN THE CAPITAL MARKET, MORE SPECIFICALLY IN ACTIVITIES RELATING TO INVESTMENT, PLACEMENTS, AND FUNDRAISING, WILL BE AN ADVANTAGE TO THE GROUP. |
Date of change | 29 Nov 2021 | Name | ENCIK CHAIRIL BIN MOHD TAMIL | Age | 51 | Gender | Male | Nationality | Malaysia | Designation | Executive Director | Directorate | Executive | Type of change | Appointment |
QualificationsNo | Qualifications | Major/Field of Study | Institute/University | Additional Information | | 1 | Degree | Bachelor of Science in the Joint School of Economics and Accounting | University of Bristol, United Kingdom | |
Working experience and occupation | Encik Chairil bin Mohd Tamil has more than 25 years of experience of successful experience in Investment Banking, Corporate Finance, Capital Markets and International Business. He last served as Deputy President in Exim Bank during which time EXIM Bank received three (3) awards from Project Finance International Magazine, The Banker and Euromoney for Asia Pacific Deal of the Year 2013 for an IPP Project in Indonesia. |
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发表于 14-2-2022 10:28 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS | Description | DISPOSAL BY IREKA OF APPROXIMATELY 20% OF ITS EXISTING EQUITY INTEREST IN MOBILUS SDN. BHD. ("MOBILUS") TO ECCAZ SDN. BHD. ("ESB" OR THE "PURCHASER"), A RELATED PARTY, FOR A CASH CONSIDERATION OF APPROXIMATELY RM1.155 MILLION ("PROPOSED DISPOSAL") | 1. INTRODUCTION
1.1 Pursuant to Paragraph 10.08 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of Ireka (“Board”) wishes to announce that the Company had on 30 November 2021 entered into a Share Sale Agreement (“SSA”) with ESB to dispose of 2,945,250 ordinary shares in its joint venture Mobilus (“Sale Shares”), representing approximately 19.6% of its equity interest in Mobilus to ESB for a total cash consideration of RM1,155,000 (“Disposal Consideration”). Upon completion of the Proposed Disposal, Ireka’s equity interest in Mobilus will reduce from the current 51.0% to approximately 31.4%.
(Ireka and ESB are collectively, or individually, referred to as the “Party(ies)”)
1.2 It is pertinent to note that although the Ireka holds more than 50% of the voting power in Mobilus, Ireka has since the incorporation of Mobilus accounted for its stake in Mobilus as an investment in a joint venture considering that strategic and financial decisions of Mobilus requires unanimous consent by all shareholders pursuant to the terms of the Mobilus joint venture arrangement. The 49% balance stake in Mobilus is currently held by Greenway Urban Traffic (Europe) Co. Ltd. (formerly known as CRRC Urban Traffic (Europe) Co. Ltd) (“GUTE”), a member of the China based CRRC Group, the world’s largest manufacturer of rolling stock and rail related products and systems.
1.3 The Proposed Disposal is deemed a related party transaction pursuant to Paragraph 10.08 of the MMLR of Bursa Securities by virtue of the interests of certain former directors and major shareholders of Ireka in ESB, as disclosed in Section 6 of this announcement.
1.4 Further details of the Proposed Disposal is set out in the ensuing sections of this announcement.
2. INFORMATION ON THE PROPOSED DISPOSAL
2.1 Information on the Purchaser
ESB (Company Registration No. 202101026784 (1427084V)) is a private company limited by shares incorporated under the laws of Malaysia and having its registered office at 461, Jalan Rampai Niaga 4, Rampai Business Park 53300, Setapak, Kuala Lumpur.
The directors of ESB are Lai Voon Hon, Lai Voon Huey and Chan Chee Kian. The shareholders of ESB are set out as follows:-
[td]Name of shareholders | % of shareholding (%) | Ideal Land Holdings Sdn. Bhd. | 88.0% | Green Rivervale Holdings Sdn. Bhd. | 8.0% | Tukawan Enterprise Sdn. Bhd. | 4.0% | TOTAL | 100.0% |
The principal activity of ESB is of an investment holding.
2.2 Information on Mobilus
2.2.1 Corporate Information
Mobilus (Company Registration No. 201901029903 (1339233-V)) is a private company limited by shares incorporated under the laws of Malaysia and having its registered office at 46-1, Jalan Rampai Niaga 4, Rampai Business Park, 53300 Kuala Lumpur. As at the LPD, the share capital of Mobilus is RM7,650,000 comprising 15,000,000 ordinary shares for which 7,650,000 has been issued and fully paid-up, with the balance 7,349,999 ordinary shares remaining uncalled capital.
The directors of Mobilus are Lu Chang Ye, Chan Chee Kian, Pei Jie, Lai Voon Huey and Guo Wei.
Mobilus was formed as a joint venture between Ireka and GUTE, vide a joint venture and shareholders’ agreement dated 23 July 2019 entered into between Ireka and GUTE, and acceded by Ireka by way of a deed of accession dated 26 September 2019 (“Mobilus Shareholders’ Agreement”). The shareholders of Mobilus and their respective shareholdings before and after the Proposed Disposal are as follows:-
Name of shareholders | Before the Proposed Disposal | After the Proposed Disposal | No. of ordinary shares | % of shareholding (%) | No. of ordinary shares | % of shareholding (%) | Ireka | 7,650,000 | 51.00 | 4,704,750 | 31.36 | GUTE | 7,350,000 | 49.00 | 7,350,000 | 49.00 | ESB | - | - | 2,945,250 | 19.64 | Total: | 15,000,000 | 100.00 | 15,000,000 | 100.00 |
Mobilus is currently at a pre-operating stage, with the intended business activities principally in the sale of industrial, commercial vehicles and wholesale of other machinery and services incidental to land transportation, rail, urban, traffic solution, tourism and infrastructure.
2.2.2 Financial Information of Mobilus
| Audited financial year ended 31 March 2021 (“FYE2021”) (RM) |
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| Revenue | - | Loss after tax | (778,464) | Net Assets (“NA”) | 6,657,687 |
2.2.3 Original cost of investment in Mobilus
The date and original cost of investment by Ireka in Mobilus is set out as follows:-
[td]Date of investment | Cost of investment (RM) | 21 August 2019 | RM7,650,000.00 |
2.3 Salient Terms of the SSA
The salient terms of the SSA are as follows:-
2.3.1 Sale and purchase of the Sale Shares
Ireka, as willing seller, has agreed to sell the Sale Shares and ESB, as willing purchaser, has agreed to purchase the Sale Shares at the Disposal Consideration, free from all encumbrances and with the benefit of all rights, benefits and entitlements attaching thereto (including the right to any dividends or other distributions declared and payable thereon on or after the date of SSA).
2.3.2 Disposal Consideration and mode of payment
The Disposal Consideration amounting to RM1,155,000 shall be satisfied by ESB in cash on the Completion Date (as set out in Section 2.3.3 below).
2.3.3 Completion
Completion of the sale and purchase of the Sale Shares by performance by the Parties of the obligations assumed by them under the SSA (“Completion”) shall take place on a date falling 3 business days from the date of the SSA (or such other date as may be agreed in writing between Ireka and the Purchaser) (“Completion Date”).
On Completion, Ireka shall deliver to the Purchaser in such form and upon such terms satisfactory to the Purchaser:-
(a) the form of transfer of securities in respect of the Sale Shares duly executed by Ireka and completed in favour of the Purchaser, together with the original share certificates in respect thereof;
(b) certified true copies of the resolutions passed by the Board of directors of the Mobilus, approving/authorising:-
(i) the transfer of the Sale Shares by Ireka to the Purchaser;
(ii) the cancellation of the existing share certificate(s) in respect of the Sale Shares in favour of Ireka and the issuance of new share certificate(s) in respect of the Sale Shares in favour of the Purchaser; and
(iii) the registration and entry of the Purchaser’s name into the register of members of Mobilus in respect of the Sale Shares, subject to the production of the duly stamped and completed form of transfer of securities in respect of the Sale Shares;
(c) certified true copies of the resolution passed by the Board of Ireka approving the sale of the Sale Shares and the execution of the SSA and all other documents and agreements ancillary or pursuant to or in connection with the SSA;
(d) a letter issued by GUTE and addressed to Mobilus, Ireka and the Purchaser, waiving its rights under Mobilus Shareholders’ Agreement relevant to the sale and purchase of the Sale Shares pursuant to the SSA, including all pre-emptive rights to acquire the Sale Shares; and
(e) certified true copies of the resolution passed by the shareholders of Mobilus approving the transfer of the Sale Shares by Ireka to the Purchaser.
On Completion, the Purchaser shall:-
(a) pay the Disposal Consideration to Ireka; and
(b) execute the deed of ratification and accession to the Mobilus Shareholders’ Agreement.
2.3.4 Termination
If any of the documents required to be delivered to any Party on Completion is not forthcoming for any reason or if the Completion obligations are not fully complied with by Ireka or the Purchaser, the Party that is not in default shall be entitled (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages):-
(a) to elect to terminate the SSA (other than the surviving provisions) as against the other Party, without liability on the part of the terminating Party;
(b) to effect Completion so far as practicable having regard to the defaults which have occurred; or
(c) to fix a new date for Completion (not being more than 14 days after the Completion Date).
2.4 Basis of arriving at and justification for the Disposal Consideration
The Disposal Consideration was arrived at based on a willing buyer willing seller basis after taking into consideration the original cost of investment and the pre-operating expenses incurred from the date of incorporation of Mobilus to the present time.
2.5 Liabilities to be assumed
There will be no liabilities, including contingent liabilities, to be assumed by ESB arising from the Proposed Disposal. There are no guarantees given by Ireka to the Purchaser or Mobilus pursuant to the SSA.
2.6 Utilisation of proceeds
The cash proceeds from the Sale Consideration will be utilised by the Ireka group of companies (“Ireka Group”) for working capital purposes within 3 months from the Completion Date.
3. RATIONALE AND BENEFIT FOR THE DISPOSAL
The Disposal is in line with the plans of Ireka to dispose of and monetise non-core assets. It is pertinent to note that the investment in Mobilus, being a joint venture with GUTE will require a long gestation period and Mobilus does not currently have any projects on hand. The Disposal will enable the Ireka Group to realise cash inflow of approximately RM1.155 million which will strengthen its working capital position. Meanwhile, the Mobilus joint venture is at a nascent stage and is expected to incur further losses in the short to medium term with no certainty that the joint venture would be profitable in the future.
In view of the proposed disposal, Ireka’s effective shareholding in Mobilus will drop from 51.0% to 31.4%. Despite its shareholding of 31.4% in Mobilus, Ireka does not have any significant influence to participate in the financial and operating policy decisions of Mobilus. Ireka does not have any Board representation in Mobilus and therefore under the requirement of MFRS 128 Investment in Associates and Joint Ventures, Ireka Group will have to discontinue the use of equity method in accounting for the financial results of Mobilus. Ireka Group is no longer required to recognise any future share of loss in Mobilus and all the previous share of losses already recognised in its retained earnings can be written back at the Group level.
4. RISK FACTORS
The completion of the Proposed Disposal is subject to, amongst others, the fulfilment of the conditions precedent as disclosed in Section 2.3.2 of this announcement. In the event the conditions are not fulfilled, the Proposed Disposal may not be completed, which may result in the failure of the Ireka Group to achieve the objectives and benefits of the Proposed Disposal. Notwithstanding that, the Board and management of Ireka shall use their best endeavours to ensure every effort is taken to procure all necessary approvals to satisfy the conditions.
5. EFFECTS OF THE PROPOSED DISPOSAL
5.1 Share capital and substantial shareholders’ shareholding
The Disposal will not have any effect on the issued share capital of Ireka as well as Ireka’s substantial shareholders’ shareholdings.
5.2 Earnings and earnings per share
The Disposal is not expected to have any material financial effects on its earnings for the financial year ending 31 March 2022, save for the potential write-down for loss on investment in the joint venture of approximately RM1.790 million.
5.3 NA per share and Gearing
The Disposal is not expected to have any material financial effects on Ireka’s NA per share for the financial year ending 31 March 2022 as the joint venture is accounted for based on its latest carrying value.
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
The following directors and major shareholders of Ireka are deemed interested in the Proposed Disposal in view of their directorship and/or shareholdings in ESB:-
(a) Lai Voon Huey, Monica, Chan Chee Kian, Datuk Lai Siew Wah, Datuk Lai Jaat Kong @ Lai Foot Kong and Datuk Lai Voon Hon who are former Directors of Ireka, are also directors and major shareholders of ESB (“ Interested Directors”). As the Interested Directors had resigned from the Board within 6 months preceding the date on which the terms of the Proposed Disposal were agreed upon, they are deemed as interested directors pursuant to Paragraph 10.02(c) of the MMLR; and
(b) Ideal Land Holdings Sdn Bhd, Magnipact Resources Sdn Bhd, Green Rivervale Holdings Sdn Bhd, Chan Soo Har @ Chan Kay Chong, Lai Man Moi, Datuk Lai Siew Wah, Datuk Lai Voon Hon, Lai Voon Keat, Lai Voon Wai, Lai Voon Huey, Monica and Liw Yoke Yin who are former major shareholders of Ireka, are also major shareholders of ESB (“Interested Major Shareholders”). As the Interested Major Shareholders had ceased to be major shareholders of Ireka within 6 months preceding the date on which the terms of the Proposed Disposal were agreed upon, they are deemed as interested major shareholders pursuant to Paragraph 10.02(f) of the MMLR.
Save as disclosed above, none of the directors, major shareholders of Ireka and/or persons connected to them have any interest, whether direct or indirect, in the Proposed Disposal.
7. HIGHEST PERCENTAGE RATIO
Based on the audited consolidated financial statements of the Ireka Group and Mobilus for the FYE 31 March 2021, the highest percentage ratios applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the MMLR is 4.94%.
8. Estimated Time Frame for Completion
The Disposal is expected to be completed within 3 business days from the date of the SSA.
9. THE BOARD OF DIRECTORS’ STATEMENT
The Board has after taking into consideration, amongst others, the rationale for the Proposed Disposal, the salient terms of the SA, and the basis of arriving at the Disposal Consideration is of the view that the Proposed Disposal is:-
(i) in the best interest of the Ireka Group; (ii) fair, reasonable and on normal commercial terms; and (iii) not detrimental to the interest of the non-interested shareholders of the Company.
10. TRANSACTIONS WITH THE RELATED PARTY FOR THE PRECEDING 12 MONTHS
There were no other transactions entered into between the Ireka Group, Mobilus and/or persons connected to Mobilus for the preceding 12 months prior to this announcement.
11. APPROVALS REQUIRED
The Proposed Disposal is not subject to approval of the shareholders of Ireka or any other relevant authorities or parties.
12. INSPECTION OF DOCUMENTS
The SSA is made available for inspection at the registered office of Ireka at Level 18, Wisma Mont’ Kiara, No. 1, Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur during office hours from Monday to Friday (except public holidays) for a period of three (3) months commencing from the date of this announcement.
This announcement is dated 30 November 2021
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发表于 27-2-2022 04:23 AM
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Type | Reply to Query | Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-01122021-00002 | Subject | DISPOSAL BY IREKA OF APPROXIMATELY 20% OF ITS EXISTING EQUITY INTEREST IN MOBILUS SDN. BHD. ("MOBILUS") TO ECCAZ SDN. BHD. ("ESB" OR "THE PURCHASER"), A RELATED PARTY, FOR A CASH CONSIDERATION OF APPROXIMATELY RM1.155 MILLION ("PROPOSED DISPOSAL") | Description | DISPOSAL BY IREKA OF APPROXIMATELY 20% OF ITS EXISTING EQUITY INTEREST IN MOBILUS SDN. BHD. ("MOBILUS") TO ECCAZ SDN. BHD. ("ESB" OR "THE PURCHASER"), A RELATED PARTY, FOR A CASH CONSIDERATION OF APPROXIMATELY RM1.155 MILLION ("PROPOSED DISPOSAL") | Query Letter Contents | We refer to your Company's announcement dated 30 November 2021, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad with the following additional information for public release:-
1. Given that Ireka has incurred the original cost of investment of RM7.65 million and the disposal will result in the potential write-down for loss of investment of approximately RM1.79 million, please provide greater granularity on the basis and justification in arriving at RM1.155 million.
2. Note that the Proposed Disposal is in line with the plans of Ireka to monetise the non-core assets and it will not have a significant influence to participate in the financial and operating policy decisions of Mobilus. Please provide further elaboration on the reasons for Ireka to maintain 31.4% shareholdings in Mobilus. | Reference is made to Bursa’s letter dated 1 December 2021 pertaining to the Company’s announcement dated 30 November 2021.
The Company wish to furnish herewith the additional information in relation thereto.
1. The disposal consideration of RM1.155 million for the 19.6% stake was negotiated, taking into consideration the value of Ireka’s 51% stake in Mobilus Sdn. Bhd. (“Mobilus”) at approximately RM3.0 million. This valuation was arrived at with reference to the latest unaudited total Net Asset Value of Mobilus as at 30 September 2021 of RM5.899 million.
Considering that Mobilus is expected to continue to incur losses for remaining periods of the current financial year, the Board of Ireka believes that the disposal consideration is fair and reasonable.
2. Ireka is also currently in advanced discussions with Greenway Urban Traffic (Europe) Co. Ltd., (“GUTE”), the incumbent 49% shareholder of Mobilus to dispose of the remaining 31.4% stake. As of todate, the agreement with GUTE has not been finalised. However, the Company has proceeded to conclude the Share Sale Agreement with Eccaz Sdn. Bhd. (“ESB”), given that both these transactions are non-interdependent nor conditional of each other.
The Company will make an announcement in due course once the agreement with GUTE has been finalised and signed.
This announcement is dated 2 December 2021. |
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发表于 27-2-2022 08:14 AM
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本帖最后由 icy97 于 27-2-2022 08:39 AM 编辑
Type | Reply to Query | Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-01122021-00001 | Subject | PROPOSED ISSUANCE OF UP TO 112,680,000 NEW 2% CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN IREKA ("RCPS") AT AN ISSUE PRICE OF RM1.00 PER RCPS ("PROPOSED RCPS ISSUANCE") | Description | IREKA CORPORATION BERHAD ("IREKA" OR "COMPANY") PROPOSED ISSUANCE OF UP TO 112,680,000 NEW 2% CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN IREKA ("RCPS") AT AN ISSUE PRICE OF RM1.00 PER RCPS ("PROPOSED RCPS ISSUANCE") | Query Letter Contents | We refer to your Company's announcement dated 29 November 2021, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad with the following additional information for public release:-
1. Further background information on Fairfax Ventures Ltd/ Casuarina Services Ltd/ Andreas Panayides including but not limited to, (a) date and country of incorporation; (b) principal activity; (c) nationality (where applicable); (d) professional qualification and work experience; (e) capability and financial resources to participate and subscribe for the RCPS.
2. Basis and justification on whether the terms of RCPS (i.e. Conversion Price; Conversion Redemption Amount; Default Redemption Amount; Non-Default Redemption Amount) is fair and reasonable to the Company and its shareholders (notwithstanding the fact that it is based on commercial decision). | We refer to the announcement made on 29 November 2021 in relation to, among others, the Proposed RCPS Issuance ("Announcement") and Bursa Malaysia Securities Berhad’s ("Bursa Securities") query letter dated 1 December 2021 as set out above ("Query Letter").
On behalf of the Board of Directors of Ireka, Mercury Securities Sdn Bhd wishes to furnish the Company’s reply in relation to item 2 of the Query Letter as detailed in the attachment.
The Company is in the midst of obtaining the relevant information pertaining to item 1 of the Query Letter. The reply to item 1 of the Query Letter will be furnished in due course.
This announcement is dated 2 December 2021. |
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3216033
Type | Reply to Query | Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-01122021-00001 | Subject | PROPOSED ISSUANCE OF UP TO 112,680,000 NEW 2% CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN IREKA ("RCPS") AT AN ISSUE PRICE OF RM1.00 PER RCPS ("PROPOSED RCPS ISSUANCE") | Description | IREKA CORPORATION BERHAD ("IREKA" OR "COMPANY") PROPOSED ISSUANCE OF UP TO 112,680,000 NEW 2% CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN IREKA ("RCPS") AT AN ISSUE PRICE OF RM1.00 PER RCPS ("PROPOSED RCPS ISSUANCE") | Query Letter Contents | We refer to your Company's announcement dated 29 November 2021, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad with the following additional information for public release:-
1. Further background information on Fairfax Ventures Ltd/ Casuarina Services Ltd/ Andreas Panayides including but not limited to, (a) date and country of incorporation; (b) principal activity; (c) nationality (where applicable); (d) professional qualification and work experience; (e) capability and financial resources to participate and subscribe for the RCPS.
2. Basis and justification on whether the terms of RCPS (i.e. Conversion Price; Conversion Redemption Amount; Default Redemption Amount; Non-Default Redemption Amount) is fair and reasonable to the Company and its shareholders (notwithstanding the fact that it is based on commercial decision). | We refer to the announcement made on 29 November 2021 in relation to, among others, the Proposed RCPS Issuance, Bursa Malaysia Securities Berhad’s query letter dated 1 December 2021 as set out above ("Query Letter") and announcement made on 2 December 2021 in relation to the Company’s reply on item 2 of the Query Letter ("First Reply").
Further to the First Reply, on behalf of the Board of Directors of Ireka, Mercury Securities Sdn Bhd wishes to furnish the Company’s reply in relation to item 1 of the Query Letter as detailed in the attachment.
This announcement is dated 6 December 2021. |
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发表于 27-2-2022 09:35 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | DISPOSAL BY IREKA OF APPROXIMATELY 31.4% OF ITS EXISTING EQUITY INTEREST IN MOBILUS SDN BHD ("MOBILUS") TO GREENWAY URBAN TRAFFIC (EUROPE) CO. LTD. (FORMERLY KNOWN AS CRRC URBAN TRAFFIC (EUROPE) CO. LTD.) ("GUTE" OR "THE PURCHASER") FOR A CASH CONSIDERATION OF APPROXIMATELY RM1.845 MILLION ("PROPOSED DISPOSAL") | 1. INTRODUCTION
1.1 Pursuant to Paragraph 10.06 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of Ireka (“Board”) wishes to announce that the Company had on 6 December 2021 entered into a Share Purchase Agreement (“SPA”) with GUTE to dispose of 4,704,750 ordinary shares in its joint venture Mobilus (“Sale Shares”), representing approximately 31.4% of its remaining equity interest in held Mobilus to GUTE for a total cash consideration of RM1,845,000 (“Disposal Consideration”).
For information purposes, Ireka had, on 30 November 2021, entered into a Share Sale Agreement with Eccaz Sdn Bhd (“ESB”), a related party, for the disposal of approximately 19.6% equity interest in Mobilus, reducing Ireka’s equity interest in Mobilus from 51% to 31.4% (“ESB Disposal”). Upon completion of the ESB Disposal and the Proposed Disposal, Ireka will cease to have any remaining equity interest in Mobilus.
(Ireka and GUTE are collectively, or individually, referred to as the “Party(ies)”)
1.2 GUTE, a member of the China based CRRC Group, the world’s largest manufacturer of rolling stock and rail related products and systems presently holds 49% equity interest in Mobilus.
1.3 Further details of the Proposed Disposal is set out in the ensuing sections of this announcement.
2. INFORMATION ON THE PROPOSED DISPOSAL
2.1 Information on the Purchaser
GUTE (Company Registration No. XLZ00234705) was registered in Hungary on 30 June 2016 with its registered office at 1075 Budapest, Károly körút 11.2. em. Hungary. The principal activities of GUTE include building a green and smart urban transportation system and solutions platform, provide rail transportation solution, tram, trolley bus, public BRT bus, electronical public bus, and commuter logistics, smart parking lot, electronic car charging station through research and development, construction investment, financial leasing and operation maintenance and other integrated services.
The directors of GUTE are Gu Yifeng, Pei Jie and He Dejun. The shareholders of GUTE are set out as follows:-
Name of shareholders | % of shareholding (%) | Zhejiang Founder Motor Limited Company | 71.9% | CRRC Urban Traffic Co., Ltd. | 27.7% | Hungary CRE New Energy Equipment Co., Ltd. | 0.4% | TOTAL | 100.0% |
2.2 Information on Mobilus
2.2.1 Corporate Information
Mobilus (Company Registration No. 201901029903 (1339233-V)) is a private company limited by shares incorporated under the laws of Malaysia and having its registered office at 46-1, Jalan Rampai Niaga 4, Rampai Business Park, 53300 Kuala Lumpur. As at the LPD, the share capital of Mobilus is RM7,650,000 comprising 15,000,000 ordinary shares for which 7,650,000 has been issued and fully paid-up, with the balance 7,349,999 ordinary shares remaining uncalled capital.
The directors of Mobilus are Lu Chang Ye, Chan Chee Kian, Pei Jie, Lai Voon Huey and Guo Wei.
Mobilus was formed as a joint venture between Ireka and GUTE, vide a joint venture and shareholders’ agreement dated 23 July 2019 entered into between Ireka and GUTE, and acceded by Ireka by way of a deed of accession dated 26 September 2019. The shareholders of Mobilus and their respective shareholdings before and after the ESB Disposal and Proposed Disposal are as follows:-
Name of shareholders | Before the ESB Disposal and Proposed Disposal | After the ESB Disposal | After the ESB Disposal and Proposed Disposal | No. of ordinary shares | % of shareholding (%) | No. of ordinary shares | % of shareholding (%) | No. of ordinary shares | % of shareholding (%) | Ireka | 7,650,000 | 51.00 | 4,704,750 | 31.36 | - | - | GUTE | 7,350,000 | 49.00 | 7,350,000 | 49.00 | 12,054,750 | 80.36 | ESB | - | - | 2,945,250 | 19.64 | 2,945,250 | 19.64 | Total: | 15,000,000 | 100.00 | 15,000,000 | 100.00 | 15,000,000 | 100.00 |
Mobilus is currently at a pre-operating stage, with the intended business activities principally in the sale of industrial, commercial vehicles and wholesale of other machinery and services incidental to land transportation, rail, urban, traffic solution, tourism and infrastructure.
2.2.2 Financial Information of Mobilus
| Audited financial year ended 31 March 2021 (“FYE2021”) (RM) |
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| Revenue | - | Loss after tax | (778,464) | Net Assets (“NA”) | 6,657,687 |
2.2.3 Original cost of investment in Mobilus
The date and original cost of investment by Ireka in Mobilus is set out as follows:-
Date of investment | Cost of investment | 21 August 2019 | RM7,650,000.00 |
2.3 Salient Terms of the SPA
The salient terms of the SPA are as follows:-
2.3.1 Sale and purchase of the Sale Shares
Ireka, as willing seller, has agreed to sell the Sale Shares and GUTE, as willing purchaser, has agreed to purchase the Sale Shares at the Disposal Consideration, free from all encumbrances and with the benefit of all rights, benefits and entitlements attaching thereto (including the right to any dividends or other distributions declared and payable thereon on or after the date of SPA).
2.3.2 Disposal Consideration and mode of payment
The Disposal Consideration amounting to RM1,845,000 shall be satisfied by GUTE in cash on the Completion Date (as set out in Section 2.3.3 below).
2.3.3 Completion
Completion of the sale and purchase of the Sale Shares by performance by the Parties of the obligations assumed by them under the SPA (“Completion”) shall take place on a date falling 3 business days from the date of the SPA (or such other date as may be agreed in writing between Ireka and the Purchaser) (“Completion Date”).
On Completion, Ireka shall deliver to the Purchaser in such form and upon such terms satisfactory to the Purchaser:-
(a) the form of transfer of securities in respect of the Sale Shares duly executed by Ireka and completed in favour of the Purchaser, together with the original share certificates in respect thereof;
(b) certified true copies of the resolutions passed by the Board of directors of Mobilus, approving/authorising:-
(i) the transfer of the Sale Shares by Ireka to the Purchaser;
(ii) the cancellation of the existing share certificate(s) in respect of the Sale Shares in favour of Ireka and the issuance of new share certificate(s) in respect of the Sale Shares in favour of the Purchaser; and
(iii) the registration and entry of the Purchaser’s name into the register of members of Mobilus in respect of the Sale Shares, subject to the production of the duly stamped and completed form of transfer of securities in respect of the Sale Shares; and
(c) certified true copies of the resolution passed by the Board of Ireka approving the sale of the Sale Shares and the execution of the SPA and all other documents and agreements ancillary or pursuant to or in connection with the SPA.
On Completion, the Purchaser shall pay the Disposal Consideration to Ireka.
2.3.4 Termination
If any of the documents required to be delivered to any Party on Completion is not forthcoming for any reason or if the Completion obligations are not fully complied with by Ireka or the Purchaser, the Party that is not in default shall be entitled (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages):-
(a) to elect to terminate the SPA (other than the surviving provisions) as against the other Party, without liability on the part of the terminating Party;
(b) to effect Completion so far as practicable having regard to the defaults which have occurred; or
(c) to fix a new date for Completion (not being more than 14 days after the Completion Date).
2.4 Basis of arriving at and justification for the Disposal Consideration
The Disposal Consideration was arrived at based on a willing buyer willing seller basis after taking into consideration the original cost of investment, the pre-operating expenses incurred from the date of incorporation of Mobilus to the present time as well as the value of Ireka’s remaining 31.4% stake in Mobilus after the ESB Disposal at approximately RM1.85 million (based on the latest unaudited total net asset value of Mobilus as at 30 September 2021 of RM5.899 million). Further, in view that Mobilus is expected to continue to incur losses for the remaining period of the current financial year, the Board of Ireka is of the view that the Disposal Consideration is fair and reasonable.
2.5 Liabilities to be assumed
There will be no liabilities, including contingent liabilities, to be assumed by GUTE arising from the Proposed Disposal. There are no guarantees given by Ireka to the Purchaser or Mobilus pursuant to the SPA.
2.6 Utilisation of proceeds
The cash proceeds from the Sale Consideration will be utilised by the Ireka group of companies (“Ireka Group”) for working capital purposes within 3 months from the Completion Date.
3. RATIONALE AND BENEFIT FOR THE PROPOSED DISPOSAL
The Proposed Disposal is in line with the plans of Ireka Group to dispose of and monetise non-core assets, which commenced with the initial disposal of approximately 19.6% interest in Mobilus via the ESB Disposal, and the corresponding disposal of the remaining 31.4% interest in Mobilus via the Proposed Disposal. It is pertinent to note that the investment in Mobilus, being a joint venture with GUTE will require a long gestation period and Mobilus does not currently have any projects on hand. The Proposed Disposal will enable the Ireka Group to realise cash inflow of approximately RM1.845 million which will strengthen its working capital position. Meanwhile, the Mobilus joint venture is at a nascent stage and is expected to incur further losses in the short to medium term with no certainty that the joint venture would be profitable in the future.
4. RISK FACTORS
The completion of the Proposed Disposal is subject to, amongst others, the fulfilment of the completion obligations as disclosed in Section 2.3 of this announcement. In the event the obligations are not fulfilled, the Proposed Disposal may not be completed, which may result in the failure of the Ireka Group to achieve the objectives and benefits of the Proposed Disposal. Notwithstanding that, the Board and management of Ireka shall use their best endeavours to ensure every effort is taken to procure all necessary approvals to satisfy its obligations.
5. EFFECTS OF THE PROPOSED DISPOSAL
5.1 Share capital and substantial shareholders’ shareholding
The Proposed Disposal will not have any effect on the issued share capital of Ireka as well as Ireka’s substantial shareholders’ shareholdings.
5.2 Earnings and earnings per share
The Proposed Disposal is not expected to have any material financial effects on its earnings for the financial year ending 31 March 2022, save for the potential write-down for loss on investment in the joint venture of approximately RM2.86 million.
5.3 NA per share and Gearing
The Disposal is not expected to have any material financial effects on Ireka’s NA per share for the financial year ending 31 March 2022 as the joint venture is accounted for based on its latest carrying value.
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
None of the directors, major shareholders of Ireka and/or persons connected to them have any interest, whether direct or indirect, in the Proposed Disposal.
7. HIGHEST PERCENTAGE RATIO
Based on the audited consolidated financial statements of the Ireka Group and Mobilus for the FYE 31 March 2021, the highest percentage ratios applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the MMLR is 7.90%.
8. Estimated Time Frame for Completion
The Disposal is expected to be completed within 3 business days from the date of the SPA.
9. THE BOARD OF DIRECTORS’ STATEMENT
The Board has after taking into consideration, amongst others, the rationale for the Proposed Disposal, the salient terms of the SPA, and the basis of arriving at the Disposal Consideration is of the view that the Proposed Disposal is in the best interest of Ireka Group.
10. APPROVALS REQUIRED
The Proposed Disposal is not subject to approval of the shareholders of Ireka or any other relevant authorities or parties.
11. INSPECTION OF DOCUMENTS
The SPA is made available for inspection at the registered office of Ireka at Level 18, Wisma Mont’ Kiara, No. 1, Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur during office hours from Monday to Friday (except public holidays) for a period of three (3) months commencing from the date of this announcement.
This announcement is dated 6 December 2021. |
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发表于 28-2-2022 09:24 AM
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Type | Announcement | Subject | OTHERS | Description | LETTER OF AWARD BY TERENGGANU STATE GOVERNMENT TO IREKA DEVELOPMENT (TERENGGANU) SDN. BHD., A SUBSIDIARY OF IREKA CORPORATION BERHAD | 1. INTRODUCTION
The Board of Directors of Ireka Corporation Berhad (“the Company”) wishes to announce that its subsidiary, Ireka Development (Terengganu) Sdn. Bhd. (“IDTSB”), had on 6 December 2021 accepted the letter of award (“LOA”) by Terengganu State Government (“Terengganu Government”), in respect of the proposals to develop through privatization of affordable and mixed housing development in Kertih Jaya, Mukim Kertih, Kemaman District and Kampung Semayor, Mukim Kemasik, Kemaman District, Terengganu Darul Iman (“the Project”)
(IDTSB and Terengganu Government shall hereinafter be collectively referred to as “Parties” and individually as “Party”).
2. INFORMATION ON Ireka Development (Terengganu) Sdn. Bhd.
IDTSB was incorporated in Malaysia on 6 September 2021 and is principally involved in Construction, Engineering and Real Estate Development.
3. SALIENT TERMS OF THE LOA
3.1 IDTSB will be appointed by Terengganu Government to develop the Project through privatization.
3.2 The contract sum of the Project is RM468 million (Ringgit Malaysia: Four Hundred Sixty Eight million) only.
3.3 Following the acceptance of the LOA by IDTSB, both Parties will be entering into the following arrangements, outlining full details of the terms and conditions for the Project that are mutually agreed and acceptable by both Parties:-
i) Proposed Mixed Development and Related Works on 200 acres of Government Land in Bandar Baru Kertih Jaya, Mukim Kertih, Kemaman District, Terengganu
ii) Proposed hybrid development of 100 units of affordable housing Type A and 6 units single-storey shop lots and related works on 11.55 acres of Government Land in Kampung Semayor, Mukim Kemasik, Kemaman District, Terengganu.
3.4 The Project will contribute RM34,720,000.00 (Ringgit Malaysia: Thirty Four Million Seven Hundred Twenty Thousand) only in development funding to the Terengganu Government.
3.5 IDTSB is required to fulfill the following conditions for the Project:-
(a) To sell a minimum of 50% of the shop lot units to Malays/Bumiputera;
(b) To provide a price reduction of 5% from the sale price of the shop lots to Malays/Bumiputera; and
(c) To comply with views from all technical departments in relation to the land development.
3.6 Terengganu Government reserves the right to terminate the Project in the event the Parties fail to enter into joint venture agreement for the said purpose within 6 months from 2 December 2021 as stated in LOA and subject to the terms and conditions contained therein.
4. FINANCIAL EFFECTS
The Board is of the opinion that the acceptance of the LOA and the subsequent execution of the Project is expected to contribute positively to the net assets and earnings per share of Ireka and its group of companies for the financial year ending 30 March 2022 and onwards until the completion of the Project.
5. RISK FACTORS
The Company does not foresee any exceptional risk other than the normal operational risks associated with the LOA and/or Project. Nevertheless, the Company will take the necessary steps to mitigate the risks as and when they occur.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of the Company or persons connected with them has any interest, direct or indirect, in the LOA and/or Project.
This announcement is dated 7 December 2021.
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发表于 7-3-2022 08:01 AM
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Type | Announcement | Subject | OTHERS | Description | LETTER OF AWARD BY KOPERASI PERMODALAN SAHABAT TERENGGANU BERHAD TO IREKA DEVELOPMENT (TERENGGANU) SDN. BHD., A SUBSIDIARY OF IREKA CORPORATION BERHAD | 1. INTRODUCTION The Board of Directors of Ireka Corporation Berhad (“the Company”) wishes to announce that its subsidiary, Ireka Development (Terengganu) Sdn. Bhd. (“IDTSB”), had on 13 December 2021 accepted the letter of award (“LOA”) by Koperasi Permodalan Sahabat Terengganu Berhad (“KOSAHABAT”), in respect of the proposal to develop through privatization of affordable and mixed housing development of 9.751 hectares on government land in Kampung Baru Kuala Abang, Mukim Kuala Abang, Dungun District, Terengganu Darul Iman (“the Project”)
(IDTSB and Terengganu Government shall hereinafter be collectively referred to as “Parties” and individually as “Party”).
2. INFORMATION ON Ireka Development (Terengganu) Sdn. Bhd.
IDTSB was incorporated in Malaysia on 6 September 2021 and is principally involved in Construction, Engineering and Real Estate Development.
3. SALIENT TERMS OF THE LOA
3.1 IDTSB will be appointed by KOSAHABAT as a Co-Developer to develop the Project through privatization.
3.2 The provisional sum of the Project is RM58,285,000.00 (Ringgit Malaysia: Fifty Eight Million Two Hundred Eighty Five Thousand) only.
3.3 Following the acceptance of the LOA by IDTSB, both Parties will be entering into a binding Contract Agreement within three (3) months thereof outlining full details of the terms and conditions for the Project that are mutually agreed and acceptable by both Parties.
3.4 The commencement and the completion period inclusive of all festivals and public holidays shall be as follows:
- Commencement Date : 20 December 2021
- Completion Date (Overall) : 19 December 2024
3.5 IDTSB is required to comply with all by laws and procedures as set by State or local authorities and may appoint local contractors to undertake at least 30% of the Project as required by the Terengganu State Government.
4. FINANCIAL EFFECTS
The Board is of the opinion that the acceptance of the LOA and the subsequent execution of the Project is expected to contribute positively to the net assets and earnings per share of Ireka and its group of companies for the financial year ending 30 March 2022 and onwards until the completion of the Project.
5. RISK FACTORS
The Company does not foresee any exceptional risk other than the normal operational risks associated with the LOA and/or Project. Nevertheless, the Company will take the necessary steps to mitigate the risks as and when they occur.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of the Company or persons connected with them has any interest, direct or indirect, in the LOA and/or Project.
This announcement is dated 14 December 2021
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发表于 9-3-2022 08:59 AM
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Name | EXEMPT AN FOR KENANGA INVESTORS BERHAD | Address | Level 14, Kenanga Tower, 237, Jalan Tun Razak
50400 Wilayah Persekutuan
Malaysia. | Company No. | 199501024358 (353563-P) | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | ORDINARY |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 07 Dec 2021 | 22,500,000 | Acquired | Direct Interest | Name of registered holder | CITIGROUP NOMINEES (TEMPATAN) SDN. BHD. EXEMPT AN FOR KENANGA INVESTORS BERHAD | Address of registered holder | LEVEL 42, MENARA CITIBANK, 165 JALAN AMPANG, 50450 KUALA LUMPUR | Description of "Others" Type of Transaction | |
Circumstances by reason of which change has occurred | ACQUISITION OF 22,500,000 SHARES | Nature of interest | Direct Interest | Direct (units) |
| | Direct (%) |
| | Indirect/deemed interest (units) |
| | Indirect/deemed interest (%) |
| | Total no of securities after change | 78,429,700 | Date of notice | 09 Dec 2021 | Date notice received by Listed Issuer | 16 Dec 2021 |
Name | EXEMPT AN FOR KENANGA INVESTORS BERHAD | Address | Level 14, Kenanga Tower, 237, Jalan Tun Razak
50400 Wilayah Persekutuan
Malaysia. | Company No. | 199501024358 (353563-P) | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | ORDINARY |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 14 Dec 2021 | 22,500,000 | Disposed | Direct Interest | Name of registered holder | CITIGROUP NOMINEES (TEMPATAN) SDN. BHD. EXEMPT AN FOR KENANGA INVESTORS BERHAD | Address of registered holder | LEVEL 42, MENARA CITIBANK, 165 JALAN AMPANG, 50450 KUALA LUMPUR | Description of "Others" Type of Transaction | |
Circumstances by reason of which change has occurred | DISPOSAL OF 22,500,000 SHARES | Nature of interest | Direct Interest | Direct (units) |
| | Direct (%) |
| | Indirect/deemed interest (units) |
| | Indirect/deemed interest (%) |
| | Total no of securities after change | 55,929,700 | Date of notice | 16 Dec 2021 | Date notice received by Listed Issuer | 16 Dec 2021 |
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发表于 9-3-2022 08:59 AM
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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)Particulars of Substantial Securities HolderName | KOPERASI PERMODALAN FELDA MALAYSIA 2 BERHAD | Address | TINGKAT 1, BALAI FELDA, JALAN GURNEY 1
54000 Wilayah Persekutuan
Malaysia. | Company No. | W-6-0683 | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | ORDINARY | Name of registered holder | KOPERASI PERMODALAN FELDA MALAYSIA 2 BERHAD | Address of registered holder | TINGKAT 1, BALAI FELDA, JALAN GURNEY 1, 54000 KUALA LUMPUR |
| Date interest acquired & no of securities acquired | Date interest acquired | 14 Dec 2021 | No of securities | 22,500,000 | Circumstances by reason of which Securities Holder has interest | ACQUISITION OF 22,500,000 SHARES ON 14 DECEMBER 2021 | Nature of interest | Direct Interest |  | | Total no of securities after change | Direct (units) | 22,500,000 | Direct (%) | 10 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Date of notice | 16 Dec 2021 | Date notice received by Listed Issuer | 17 Dec 2021 |
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发表于 17-3-2022 11:38 AM
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Particulars of substantial Securities HolderName | KOPERASI PERMODALAN FELDA MALAYSIA 2 BERHAD | Address | TINGKAT 1, BALAI FELDA, JALAN GURNEY 1
54000 Wilayah Persekutuan
Malaysia. | Company No. | W-6-0683 | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | ORDINARY SHARES |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 20 Dec 2021 | 22,500,000 | Acquired | Direct Interest | Name of registered holder | KOPERASI PERMODALAN FELDA MALAYSIA 2 BERHAD | Address of registered holder | TINGKAT 1, BALAI FELDA, JALAN GURNEY 1 KUALA LUMPUR 54000 KUALA LUMPUR | Description of "Others" Type of Transaction | |
Circumstances by reason of which change has occurred | ACQUISITION OF 22,500,000 SHARES | Nature of interest | Direct Interest | Direct (units) |
| | Direct (%) |
| | Indirect/deemed interest (units) |
| | Indirect/deemed interest (%) |
| | Total no of securities after change | 45,000,000 | Date of notice | 20 Dec 2021 | Date notice received by Listed Issuer | 21 Dec 2021 |
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