agreement with koperasi atlet malaysia … with koperasi atlet malaysia berhad for the golden melon...

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Page 1: AGREEMENT WITH KOPERASI ATLET MALAYSIA … with koperasi atlet malaysia berhad for the golden melon farming project (“agreement") ... document for inspection

AGREEMENT WITH KOPERASI ATLET MALAYSIA BERHAD FOR THE GOLDEN MELON FARMING

PROJECT (“AGREEMENT")

General Announcement Reference No IC-100708-63469

Company Name : IRIS CORPORATION BERHAD

Stock Name : IRIS

Date Announced : 08/07/10

Contact Person : Chang Poh Sheng

Designation : Financial Controller

Contact Number : 03-8996 0788 ext 1300

Email address : [email protected]

Type : Announcement Subject : IRIS CORPORATION BERHAD (“ICB” OR “THE COMPANY”)

AGREEMENT WITH KOPERASI ATLET MALAYSIA BERHAD FOR THE

GOLDEN MELON FARMING PROJECT

Contents :

1. INTRODUCTION

We refer to the previous announcement made on 5 November 2009 in relation to

the memorandum of understanding that had been entered into between ICB and

Koperasi Atlet Malaysia Berhad ("KAMB") for the implementation of AutoPot

Systems Farming Project in Perak ("Project").

Further thereto, the Board of Directors of ICB ("Board") is pleased to announce

that ICB had on 8 July 2010, entered into an agreement with KAMB to appoint

ICB as a turnkey contractor for the implementation of the Golden Melon Farming

Project in Tanjung Tualang, Perak.

2. SALIENT TERMS OF THE AGREEMENT

The salient terms of the Agreement are as follows:-

(a) The implementation of the Project shall be conditional upon KAMB

obtaining and/or securing financial assistance or financing facility;

(b) The implementation of the Project shall be completed within the period

of twenty-four (24) months upon KAMB obtaining and/or securing

financial assistance or financing facility;

(c) Subject to the provisions of the Agreement, ICB agrees to provide

amongst others, the following services:-

(i) To advise KAMB on the feasibility of schemes of

development of the land including to study, design, deploy

and implement the Project;

(ii) To co-ordinate and supervise the carrying out of the Project;

(iii) To advise KAMB financial viability of the Project and

funding monitoring cost and to exercise cost control; and

(iv) To train KAMB’s nominated employees in accordance with

Page 2: AGREEMENT WITH KOPERASI ATLET MALAYSIA … with koperasi atlet malaysia berhad for the golden melon farming project (“agreement") ... document for inspection

Clause 11 of the Agreement;

(d) The legal and beneficial ownership of the Project and the deliverables

shall pass to KAMB on payment in full of the price of the Project and

any other sums which may then be due under the Agreement; and

(e) In consideration of the services provided by ICB, KAMB shall pay

RM50 million to ICB in accordance with the implementation plan.

3. INFORMATION ON KAMB

KAMB is a co-operative company established in Malaysia under the Co-

Operative Societies Act, 1993 and having its corporate office at Yayasan

Kebajikan Atlet Malaysia, Aras 2, Stadium Nasional, Kompleks Sukan Negara,

Bukit Jalil, 57700 Kuala Lumpur.

4. RATIONALE OF THE AGREEMENT

The supply of the Autopot Systems is in the ordinary course of business of ICB

and would provide ICB with another future stream of revenue income.

6. SOURCES OF FUNDING

The Project will be funded by a combination of internally generated funds and

bank borrowings.

6. Risk FACTOR

Project Risk

The implementation of the Project is subject to certain risks inherent in the

farming solutions business. These include but are not limited to the advancement

in technology costs, availability of trained skilled workers in environment

technologies, increases in the cost of labour, competition, changes in general

economic, business and interest rate conditions and changes in the legal

environment framework within which the industry operates, timely completion of

the Project, obtaining sufficient funds to finance the Project and failure or delay

in the implementation of the Project. In addition, there is also no assurance that

the anticipated benefits from the Project will be realised, and that ICB will be

able to generate sufficient revenue from the Project to offset the associated cost.

Nevertheless, the Board has and will continue to exercise due care in considering

the risks and benefits associated with the Project and will take appropriate

measures in planning the successful integration of the Agreement with ICB’s

current business operations. Further, ICB and its subsidiaries (“ICB Group”) are

committed towards the close monitoring of the development of the Project in

order to minimise any implementation issues or delays.

7. FINANCIAL EFFECTS OF THE AGREEMENT

The Agreement will not have any effect on the issued and paid-up share capital,

substantial shareholders’ shareholdings, net assets per share and gearing of the

ICB Group for the financial year ending 31 December 2010. Barring unforeseen

circumstances, the Board is of the opinion that the Agreement will contribute

Page 3: AGREEMENT WITH KOPERASI ATLET MALAYSIA … with koperasi atlet malaysia berhad for the golden melon farming project (“agreement") ... document for inspection

positively to the earnings and earnings per share of the ICB Group in the future.

8. APPROVALS REQUIRED

The Agreement does not require the approval of ICB’s shareholders or any other

relevant government authorities.

9. DIRECTORS’ AND/OR MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors and/or major shareholders of the Company and/or persons

connected with them have any interest, direct or indirect, in the Agreement.

10. STATEMENT BY DIRECTORS

The Board, having considered all aspects of the Agreement (including but not

limited to the rationale and financial effects of the Agreement), is of the opinion

that the Agreement is fair, reasonable and is in the best interest of the ICB Group.

11. DOCUMENT FOR INSPECTION

The Agreement dated 8 July 2010 is available for inspection at the registered

office of ICB during office hours from Monday to Friday (excluding public

holiday) at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran

Syed Putra, 59200 Kuala Lumpur for a period of three (3) months from the date

of this announcement.

This announcement is dated 8 July 2010.