OTHERS DISPOSAL OF THE ENTIRE EQUITY INTEREST IN THE SUBSIDIARIES AND SUB-SUBSIDIARIES (herein after known as "Ire-Tex Group of Companies")

IRE-TEX CORPORATION BERHAD

Type Announcement
Subject OTHERS
Description
DISPOSAL OF THE ENTIRE EQUITY INTEREST IN THE SUBSIDIARIES AND SUB-SUBSIDIARIES (herein after known as "Ire-Tex Group of Companies")

1. Introduction

The Board of Directors of Ire-Tex Corporation Berhad (“IRE-TEX” or “the Company” or “the Group”) wishes to announce that the Company (‘the Vendor’) had on 26 October 2018 entered into a Share Sale Agreement with Mr Rajandran A/L Perumal (“the Purchaser”) to dispose its entire equity interest in the following subsidiaries and sub-subsidiaries (hereinafter known as “Dispose Companies”) for the total consideration of RM14.00 (Ringgit Malaysia: Fourteen Only) (“herein known  as  “Consideration”). The details of the Dispose Companies as per Appendix I attached.

 

The Dispose Companies have no real property and no fixed assets except for IRE-TEX (KL) SDN BHD. IRE-TEX (KL) SDN BHD has some insignificant fixed assets as at 31.12.2017. However between April 2018 and September 2018, all the factory equipment are sold and other office fixed assets are scrapped and kept at the HQ scrap store. See APPENDIX II for details of fixed asset in IRE-TEX (KL) SDN BHD.

 

Upon completion of the disposal, the entire equity interest of the Dispose Companies shall cease to be the subsidiaries and sub-subsidiaries of IRE-TEX.

 

2. Basis of Arriving at the Consideration

The total cash consideration of RM14.00 was arrived at on a “willing-buyer willing seller” basis and after taking into consideration of the net liability value of RM3.49 million based on the Audited Accounts for the financial year ended 31 December 2017. The status of the companies remains dormant, whereby the current assets/ current liabilities captured in the books were the inter-company transactions with Ire-Tex. The details as per Appendix I attached.

 

3. Information on disposal Group

As stated in the Company Annual Report 2017 that the status of the subsidiaries and sub-subsidiaries as below:

No.

Company

Principal activities

Status

1.

Ire-Tex Renewable Energy Sdn Bhd (1177116-K)

 

Dormant

Dormant since incorporation.

2.

GH Packaging Sdn Bhd (251096-P)

 

Dormant

Dormant since December 2015.

 

3.

 

Green Energy Storage And Solutions Sdn Bhd (1200428-V)

 

Dormant

Dormant since incorporation

4.

Ire-Tex Electronics Sdn Bhd (469196-A)

 

Dormant

Ceased Operation since Financial Year Ended 31 December 2014

 

5.

Ire-Tex Distribution Sdn Bhd (572601-U)*

*Ire-Tex Distribution Sdn Bhd is a subsidiary of Ire-Tex Electronics Sdn Bhd.

Ceased Operation

Ceased Operation on 23 July 2017

6.

TFH Corporate Sdn Bhd (873099-H)

 

Dormant

Ceased Operation since Financial Year Ended 31 December 2015

7.

Styrotex (Asia Pacific) Sdn Bhd (617998-X)

 

Ceased Operation

Ceased Operation since Financial Year Ended 31 December 2017

 

8.

Ire-Tex (KL) Sdn Bhd (867981-M)**

** via Ire-Tax (Malaysia) Sdn Bhd (3511185-T)

 

Design and manufacture of protective packaging materials and other related products.

Ceased Operation since June 2018

4. Rationale for the Disposal

The Disposal is to streamline the business activities of the Group in the long run, as the Company will reduce the operating costs by cutting the costs in maintaining the dormant non-operating companies, in order to sustain in the current economic conditions. The Board of Directors of the opinion that it is the best interest of the Group for the dormant companies to be disposed of.

 

5. Original Cost of Investment

The original cost of investment in the subsidiaries and sub-subsidiaries at RM6.7 million has been injected as issued and paid up capital over the years. The details as per Appendix I attached.

 

6. Financial Effects of the Disposal

The Disposal will not have any material impact on the issued share capital, earnings, gearing and substantial shareholdings of the Group for the financial year ending 31 December 2018. The details as per Appendix I attached.

 

7. Directors’ and Substantial Shareholders’ Interest

None of the Directors and substantial shareholders of the Company or persons connected to them have any interest, direct or indirect, in the Disposal.

 

8. Percentage Ratio of the Disposal

All the percentage ratios applicable to the disposal transaction is less than 5% (i.e, tabulated at 3.32% at the ratio of total assets which are the subject matter of the transaction compared with the total assets of the listed corporation) pursuant to Rule 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad based on the latest audited financial statements for the financial year ended 31 December 2017.

 

9.Statement by Directors

The Board of Directors, after having considered all aspects, is of the opinion that the Disposal is in the best interest of IRE-TEX.

 

10. Approvals Required 

The Disposal is not subject to the approval of the shareholders of IRE-TEX or any governmental authorities.

 

This announcement is dated 26 October 2018




Please refer attachment below.



Announcement Info

Company Name IRE-TEX CORPORATION BERHAD
Stock Name IRETEX
Date Announced 26 Oct 2018
Category General Announcement for PLC
Reference Number GA1-17102018-00051