SUBSCRIPTION BY IRIS LAND SDN BHD (“ILSB”) OF RIGHTS ISSUE IN JR DEVELOPMENT (SI) CO LTD (“JRD”) OF A TOTAL AMOUNT OF 10,408 ORDINARY SHARES REPRESENTING 51% OF THE ENLARGED ISSUED CAPITAL OF JRD FOR A TOTAL CONSIDERATION OF SOLOMON ISLAND DOLLARS SIX MILLION (SBD6,000,000) EQUIVALENT TO RINGGIT MALAYSIA (RM2,696,872)
1. INTRODUCTION
The Board of Directors of IRIS Corporation Berhad (“ICB” or “the Company”) wishes to inform that JR DEVELOPMENT (SI) CO LTD (“JRD”) had on 13th January 2014 made an offer to ICB’s subsidiary, IRIS LAND SDN BHD (“ILSB”) to subscribe the Rights Issue of 10,408 shares representing 51% of the enlarged Issued Capital of JRD for a total consideration of Solomon Island Dollars Six Million (SBD6,000.000) equivalent to Ringgit Malaysia Two Million Six Hundred Ninety Six Eight Hundred Seventy Two (RM2,969,872) only [calculated at the rate of RM1: SBD2.2248] (“the Subscription”) . ILSB after considerable deliberation accepted the offer via letter dated 17th January, 2014 (“Letter of Acceptance”) subject to and conditional upon terms and conditions set out therein.
2. SALIENT TERMS OF LETTER OF ACCEPTANCE
The salient terms of the Subscription are:-
that ILSB will provide a working capital funding of up till RM25million at any point of time;
that ILSB and/or its related companies under the ICB Group will have the exclusive right to plan, design, construct, project manage and market the proposed development of 100 hectares of land in Solomon Island;
that JRD will execute a Deed of Assignment with the legal owners (its holding company) of the 100 hectares of land and hold all rights and title to facilitate the Project.
3. INFORMATION ON JR DEVELOPMENT (SI) CO LIMITED
JR DEVELOPMENT (SI) CO LIMITED [Co Reg No: 201312787] was incorporated on 23rd April 2013 under the Solomon Island Companies Act, 2009 and registered under Section 20 (1) of the Foreign Investment (Amendment & Validation) Act 2009 in the Solomon Island. JRD has an issued and paid up capital of SBD10,000 for 10,000 ordinary shares.
On the completion of the Subscription, JRD shall have an issued and paid up capital of SBD10,000,000 wherein ILSB will have the legal and beneficial ownership of 10,408 shares representing 51% equity interest and the balance ordinary shares will remain with the existing shareholders proportionately. The shareholding shall be as below:-
NO | | | |
1. | | | |
2. | METROPOLIS MAMARA DEVELOPMENT LIMITED | | |
3.
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4. | TRIPLE HONOURS INVESTMENT LIMITED
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JRD is currently dormant and its proposed business activity is to carry out manufacturing, building and construction business
4. RATIONALE FOR THE SUBSCRIPTION
The Subscription was a result of JRD’s invitation to ILSB to participate in a project to develop residential, commercial, retail and industrial units using the IRIS-KOTO IB system on 100 hectares of land in Mamara, Honiara, Solomon Island. (“Project”). The Subscription will enable the ICB Group to expand its construction and development business overseas to an international level.
5. EFFECTS OF THE SUBSCRIPTION
The Subscription will not have any material effect on the Company’s earnings per share, net assets per share, gearing, share capital and substantial shareholder’s shareholding and structure of ICB. Following this Subscription, JRD will become the subsidiary of the ICB Group.
6. SOURCE OF FUND
The Subscription will be financed through internally generated funds and there are no liabilities to be assumed by the Company arising from the Subscription.
7. DIRECTORS AND MAJOR SHAREHOLDERS’INTEREST
None of the directors, major shareholders, and persons connected with the directors or major shareholders of ILSB or the Company or any of its other subsidiaries have any interest, direct or indirect, in the said Subscription.
8. APPROVAL REQUIRED
The Subscription is not subject to the approval of the shareholders of ICB.
9. DIRECTORS’ STATEMENT
Having considered all aspects of the Subscription, the Board of Directors of ICB is of the opinion that the subscription is in the best interest of the ICB Group.
This announcement is dated 20th January 2014.
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