TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS IRE-TEX CORPORATION BERHAD (“ITCB”) (I) ZASB ACQUISITION (II) ZTSB ACQUISITION

IRE-TEX CORPORATION BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description IRE-TEX CORPORATION BERHAD (“ITCB”)

(I) ZASB ACQUISITION
(II) ZTSB ACQUISITION

For consistency purposes, the abbreviations and definitions used in this announcement shall have the same meanings as those previously defined in ITCB’s announcements dated 18 November 2013 and 7 February 2014. 

1.         INTRODUCTION  

Reference is made to ITCB’s announcements dated 18 November 2013 and 7 February 2014 in relation to, amongst others, the purchase by ITCB of the ZASB Shares and the ZTSB Shares from Teh Eng Huat and Khoo Hun Sniah (“Vendors”) which have been duly completed. The Board of Directors of ITCB wishes to announce that ITCB had on 14 April 2015 entered into a further supplemental agreement with the Vendors to amend and supplement the terms of the SPA 2 dated 18 November 2013 and the Supplemental SPA 2 dated 7 February 2014 in relation to the Profit Guarantee Security provided by the Vendors in the said agreements (“Further Supplemental Agreement”). 

2.         SALIENT DETAILS OF THE FURTHER SUPPLEMENTAL AGREEMENT 

2.1       As at the date of the Further Supplemental Agreement, ITCB and the Vendors (hereinafter collectively referred to as the “Parties” and each a “Party”) note that the 2014 PAT for the 2014 Financial Year has yet to be audited and accordingly, it currently cannot be determined whether or not the 2014 Guaranteed Amount has been met.           

2.2       Notwithstanding paragraph 2.1 above, the Parties agree that the entire amount of the Profit Guarantee Security held by Messrs David Tan & Lai, Advocates and Solicitors, as stakeholder (“Stakeholder”) can be released to ITCB and the Stakeholder is authorized by the Parties to release the Profit Guarantee Security to ITCB within seven (7) days of receipt of a written notice given by ITCB to the Stakeholder (“ITCB Notice”). 

2.3       The Parties further agree that ITCB shall be entitled to deal with or utilize the Profit Guarantee Security at its absolute discretion and for whatsoever purpose without reference to the Vendors on receipt of the same. 

2.4       Interest earned on the Profit Guarantee Security (“Accrued Interest”) held by the Stakeholder shall be for the account of the Vendors to be dealt with at their discretion and the Stakeholder is authorized by the Parties to release the Accrued Interest to the Vendors within seven (7) days of receipt of the ITCB Notice. 

2.5       In the event that the aggregate of the audited After Tax Profits are more than the Profit Guarantee Security, ITCB shall refund to the Vendors the difference, between the audited After Tax Profits to the Profit Guarantee Security, up to the maximum of the amount of the Profit Guarantee Security (“Excess Amount”), and such Excess Amount without interest, shall be paid to the Vendors, in the proportions set out in the Further Supplemental Agreement, within seven (7) days of receipt of a written notice given by the Vendors to ITCB. 

2.6       In the event that the aggregate of the audited After Tax Profits are less than the amount of the Profit Guarantee Security, the Vendors shall pay to ITCB the shortfall in the amount of the Guaranteed Profits guaranteed by the Vendors after deducting the Profit Guarantee Security amount, in accordance with the provisions set out in clause 9 of the SPA 2.

2.7       The provisions set out in clauses 9.1, 9.2, 9.3 and 9.4 of the SPA 2 in relation to Profit Guarantee shall continue to apply and be valid and binding save to the extent these provisions are amended or supplemented by the provisions set out in clauses 3.2, 3.3 and 3.4 of the Further Supplemental Agreement (as set out in paragraphs 2.2, 2.3 and 2.4 above). 

3.         EFFECTS OF THE FURTHER SUPPLEMENTAL AGREEMENT 

The Further Supplemental Agreement is not expected to have any material effects on the issued and paid-up share capital, substantial shareholders’ shareholdings, consolidated NA, consolidated gearing and consolidated earnings of ITCB

4.         APPROVALS REQUIRED 

The Further Supplemental Agreement is not subject to approvals of the shareholders of ITCB and any other relevant authorities. 

5.         DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST  

Save for the interest of Teh Eng Huat, who was a Director of ITCB until 25 February 2015 and is a Director in subsidiary companies in ITCB Group, and Khoo Hun Sniah, who is a person connected with Teh Eng Huat, in the Further Supplemental Agreement by virtue of them being the providers of the Profit Guarantee Security, ITCB is not aware of any other Directors and major shareholders of ITCB who has any interest, whether direct or indirect, in the Further Supplemental Agreement. 

6.         DIRECTORS' STATEMENT  

The Board of Directors of ITCB, having considered the terms and conditions of the Further Supplemental Agreement, is of the opinion that the Further Supplemental Agreement is in the best interest of ITCB.                                   

7.         DOCUMENTS AVAILABLE FOR INSPECTION  

The Further Supplemental Agreement is available for inspection at the registered office of ITCB at 35, 1st Floor, Jalan Kelisa Emas 1, Taman Kelisa Emas, 13700 Seberang Jaya, Penang during normal business hours from Mondays to Fridays (except public holidays) for a period of one (1) month from the date of this announcement. 

This announcement is dated 14 April 2015

 

 

 

 

 

 

 

 



Announcement Info

Company Name IRE-TEX CORPORATION BERHAD  
Stock Name IRETEX    
Date Announced 14 Apr 2015  
Category General Announcement
Reference No CC-150414-59436