TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON
RELATED PARTY TRANSACTIONS IRIS CORPORATION BERHAD’S
ACQUISITION OF 1,389,846 ORDINARY SHARES AT PAR VALUE OF
RM1.00 EACH IN STAMFORD COLLEGE (PJ) SDN. BHD. (“SCPJ”)
REPRESENTING 51% EQUITY INTEREST IN SCPJ AND 382,500
ORDINARY SHARES AT PAR VALUE OF RM1.00 EACH IN STAMFORD
COLLEGE (MALACCA) SDN. BHD. (“SCM”) REPRSENTING 51%
EQUITY INTEREST IN SCM ( “SALE SHARES” ) FOR A TOTAL CASH
CONSIDERATION OF RM2,500,000.00 ONLY UNDER AN AGREEMENT
DATED 4TH OCTOBER 2012.
IRIS CORPORATION BERHAD
Type
Subject
Description
Announcement
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
IRIS CORPORATION BERHAD’S ACQUISITION OF 1,389,846
ORDINARY SHARES AT PAR VALUE OF RM1.00 EACH IN
STAMFORD COLLEGE (PJ) SDN. BHD. (“SCPJ”) REPRESENTING
51% EQUITY INTEREST IN SCPJ AND 382,500 ORDINARY
SHARES AT PAR VALUE OF RM1.00 EACH IN STAMFORD
COLLEGE (MALACCA) SDN. BHD. (“SCM”) REPRSENTING 51%
EQUITY INTEREST IN SCM ( “SALE SHARES” ) FOR A TOTAL
CASH CONSIDERATION OF RM2,500,000.00 ONLY UNDER AN
AGREEMENT DATED 4TH OCTOBER 2012.
IRIS CORPORATION BERHAD’S ACQUISITION OF 1,389,846 ORDINARY
SHARES AT PAR VALUE OF RM1.00 EACH IN STAMFORD COLLEGE (PJ) SDN.
BHD. (“SCPJ”) REPRESENTING 51% EQUITY INTEREST IN SCPJ AND 382,500
ORDINARY SHARES AT PAR VALUE OF RM1.00 EACH IN STAMFORD
COLLEGE (MALACCA) SDN. BHD. (“SCM”) REPRSENTING 51% EQUITY
INTEREST IN SCM ( “SALE SHARES” ) FOR A TOTAL CASH CONSIDERATION
OF RM2,500,000.00 ONLY UNDER AN AGREEMENT DATED 4TH OCTOBER 2012.
1.
INTRODUCTION
The Board of Directors of IRIS Corporation Berhad (“ICB”) is pleased to announce that it has
on 4th October 2012 entered into an agreement with STAMFORD COLLEGE BERHAD for
the sale and purchase of shares in its subsidiaries, STAMFORD COLLEGE (PJ) SDN. BHD
(“SCPJ”) and STAMFORD COLLEGE (MALACCA) SDN BHD (“SCM”) for a total cash
consideration of Ringgit Malaysia Two Million Five Hundred Thousand (RM2,500,000.00)
only. (“Total Purchase Price”).
ICB has purchased 1,389,864 ordinary shares at par value of RM1.00 each in the issued and
paid up capital of SCPJ and 382,500 ordinary shares at par value of RM1.00 each in the issued
and paid up capital of SCM for a total purchase price of RM2,500,000.00 (Ringgit Malaysia
Two Million Five Hundred Thousand) only.
2.
INFORMATION ON STAMFORD COLLEGE BERHAD
STAMFORD COLLEGE BERHAD is a public listed company incorporated under the laws of
Malaysia and is in the primary business of providing academic, tertiary and professional course.
It has to its merit 18 educational subsidiaries of which include SCPJ and SCM.
SCPJ has an authorized capital of Ringgit Malaysia Three Million (RM3,000,000.00) divided
into 3,000,000 (Three Million) ordinary shares with an issued and paid up capital of Ringgit
Malaysia Two Million Seven Hundred Twenty Five Thousand One Hundred Eighty Eight
(RM2,725,188.00) ordinary shares at a par value of RM1.00 each at the date of this
Agreement.
The Present Directors of SCPJ are:1.CHOO SIO HONG
2.LEONG KAM SOON
3.SUHAIMI BIN ISMAIL
SCM has an authorized capital of Ringgit Malaysia One Million (RM1,000,000.00) divided
into One Million (1,000,000) ordinary shares with an issued and paid up capital of Ringgit
Malaysia Seven Hundred Fifty Thousand (RM750,000.00) ordinary shares at a par value of
RM1.00 each as at the date of this Agreement.
The Present Directors of SCM are:1, CHOO SIO HONG
2. LEONG KAM SOON
3.DATO’ ABD HALIM ABD SAMAD
3.
SALIENT TERMS
The salient terms in the Agreement are as follows:(I)
Delivery of Transfers and Share Certificates to the Sale Shares
Simultaneously with the execution of the Agreement, Stamford College Berhad
(“VENDOR) shall:3.1.1 execute (as the transferor of the Sale Shares) and deliver the duly executed
Transfer of the Sale Shares; and
3.1.2 deliver the Share Documents to Ling &Mok (“Vendor Solicitors”) as stakeholders
.
(II)
Payment of Deposit
Simultaneously with the execution of the Agreement and subject to the delivery by the
VENDOR of the Share Documents to Vendor’s Solicitors under Clause 3.1.2 of the
Agreement, ICB (PURCHASER) shall pay to the VENDOR, the Deposit of Ringgit
Malaysia Two Hundred Fifty Thousand (RM250,000.00) equivalent to 10% of the total
purchase price.
.(III) Completion Date
The completion of the sale and purchase hereunder of the Sale Shares shall take place at
the Vendor Solicitor's office (or such other place as may be nominated by the
4.
PURCHASER and agreed upon by the VENDOR) on a date when the Sale Shares are
transferred to the PURCHASER and the full settlement of the Total Purchase Price.
FINANCIAL EFFECTS OF THE ACQUISITION
The acquisition 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 31st March 2013.
5.
SOURCE OF FUNDS
The acquisition of the Sale Shares will be financed through internally generated funds
and there are no liabilities to be assumed by ICB arising from the subscription.
6.
APPROVAL REQUIRED
The acquisition 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 acquisition of the Sale Shares is to enable the ICB Group to expand into the lucrative
educational sector and to venture into new business opportunities. The Board expects the
acquisition of the Sale Shares under the Agreement to contribute positively to the
financial results of the ICB Group in the long run.
8
RISK FACTORS
The acquisition of shares in SCPJ and SCM is subject to the normal commercial risk
inherent in such business ventures which include obtaining licenses from the Ministry of
Education (“MOE”), complying with MOE guidelines, rules and bylaws, student
population, professional human resources, accreditation of foreign universities and other
related issues. Nevertheless, the Directors will continue to exercise due care in
considering the risks and benefits associated with this venture and will take appropriate
measures in planning its successful implementation.
9.
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
acquisition of the Sale Shares.
10.
COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND
GUIDELINES ON ISSUE/OFFER OF SECURITIES
The acquisition has not departed from the Securities Commission’s Policies and
Guidelines on Issue/Offer of Securities.
11.
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 q period of three (3) months from the date of this
announcement.
This announcement is dated 5th October 2012.
Announcement Info
Company Name
Stock Name
Date Announced
Category
Reference No
IRIS CORPORATION BERHAD(ACE Market)
IRIS
5 Oct 2012
General Announcement
IC-121005-62776
http://www.bursamalaysia.com/market/listed-companies/company-announcements/1084497