IDRIS HYDRAULIC (MALAYSIA) BERHAD ("IHMB" OR THE "COMPANY") DETAILS OF THE AGREEMENT ON THE DISPOSAL OF 18,011,000 ORDINARY SHARES OF RM1.00 EACH IN PRIME UTILITIES BERHAD ("PUB") REPRESENTING 30.02% OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF PUB FOR A TOTAL CASH CONSIDERATION OF RM110,000,000 TO UTUSAN JUTABINA SDN. BHD. (UJSB") ("PROPOSED DISPOSAL ") WHICH IHMB VIEWS AS INVALIDATED
IDRIS HYDRAULIC (MALAYSIA) BERHAD |
Contents :
We refer to your letter dated 25 October 2000.
1. The acquisition of IHMB's 30.02% equity interest in PUB was effected through the following agreements:-
- (i) On 20 June 1997, IHMB entered into a put option agreement with Truchamp Sdn. Bhd. ("Truchamp") whereby Truchamp will grant a put option to require IHMB to purchase 20.02% equity interest in PUB comprising of 12,011,000 ordinary shares of RM1.00 each in PUB ("PUB Shares"). The put option was later exercised on 26 January 1998.
(ii) On 12 September 1997, IHMB entered into a share sale agreement with Ilham Desiran Sdn. Bhd. to acquire 10% equity interest in PUB comprising 6,000,000 PUB Shares. The acquisition was completed on 12 September 1997.
3. The Board of Directors of IHMB is of the opinion that the Proposed Disposal is in the long term interest of IHMB. However as announced on 5 October 2000, the Company was advised by its professional advisers that the share sale agreement did not include certain conditions precedent which as a result invalidated the share sale agreement. Accordingly the decision to invalidate the share sale agreement was made on 18 August 2000.
- The Board of Directors and the representatives of the parties to the share sale agreement conferred and agreed to renegotiate the share sale agreement.
No. of ordinary shares of RM1.00 each held in UJSB | Percentage of issued and paid-up share capital | |
Directors | % | |
Cheng Yuen | - | - |
Azwan bin Mohamed Ali | - | - |
Substantial Shareholders | ||
Chua Yeong Wei | 1 | 50 |
Chow Soon Meng | 1 | 50 |
Query Letter Contents :
We refer to your announcement dated 24 October 2000 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release: -
1. Date of IDRIS' initial investment in PRIME.
2. Time and place where the share sale agreement is available for inspection.
3. A statement by the Board of Directors stating whether or not the Proposed
Disposal is in the best interests of the company, and where a director
disagrees with such statement, a statement by the director setting out the
reasons and the factors taken into consideration in forming that opinion.
4. Details of Utusan Jutabina Sdn Bhd ("UJSB") i.e. list of directors and
substantial shareholders together with their respective shareholdings.
5. We have noted the following discrepancies in your Company's announcement
i.e. the last sentence in paragraph 2 of Section 1 which states that "the
agreement shall not be subjected to any conditions precedent" as compared to
Section 2.2(ii)(c) and (iv) under the heading "Salient terms of the Proposed
Disposal" where it was stated that the conditions precedent are not applicable
to the payment of the Completion Sum and there is an undertaking from IDRIS and
Newco to procure all necessary approvals for the Proposed Disposal to UJSB,
including without limitation, the approval(s) from the relevant authorities and
shareholders of IDRIS.
Please furnish the Exchange with your reply within (2) market days from the
date hereof.
Yours faithfully
CHONG FUI TZY
Manager, Listing Operations
HTH/TPL
Announcement Info
Company Name | IDRIS HYDRAULIC (MALAYSIA) BERHAD |
Stock Name | IDRIS |
Date Announced | 30 Oct 2000 |
Category | General Announcement |
Reference No | IH-001030-55876 |