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