OTHERS INDUSTRONICS BERHAD (“ITRONIC” OR “THE COMPANY”)
– Disposal of a new subsidiary, Great Voyage Berhad
INDUSTRONICS BERHAD ("ITRONIC" OR "THE COMPANY") - Disposal of a new subsidiary, Great Voyage Berhad
Pursuant to Paragraph 10.05 of the MAIN Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”), the Board of Directors of ITRONIC wishes to announce that the Company had on 30 November 2020 entered into a Share Sale Agreement (“SSA”) with Mr. Khoo Yick Wai (“the Purchaser”) for the disposal of its entire 100% equity interest in Great Voyage Berhad (“GVB”) which comprises 100,000 ordinary shares (“GVB Sale Shares”) to the Purchaser for a total cash consideration of RM1.00 (“Consideration”) (hereinafter referred to as “Disposal”).
In consequence thereof, GVB has ceased to be a subsidiary of the Company.
2. DETAILS OF THE DISPOSAL
2.1 Information of GVB
GVB was incorporated in Malaysia on 14 March 2018 as a private limited company under the Companies Act, 1965. GVB has yet to commence business.
The current issued and paid-up share capital of GVB is RM100,000 comprising 100,000 ordinary shares.
Based on its audited financial statements for the financial year ended 31 December 2019, GVB recorded a loss after taxation of RM12,859.00 with net liabilities of RM80,766.00 and accumulated losses of RM19,234.00.
2.2 Basis and Justification for the Consideration
The Consideration of RM1.00 is arrived at after taking into consideration the net liabilities of GVB at 31 December 2019 of RM80,766.00 and the amount owing by the Company to GVB of RM96,983.00 at 31 December 2019.
2.3 Information on the Purchaser
Mr. Khoo Yick Wai, holder of passport number KJ0367356, is a citizen of Hong Kong, SAR.
2.4 Liabilities to be assumed
Save for the liabilities stated in GVB’s accounts, there are no other liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Disposal.
3. RATIONALE FOR THE DISPOSAL
The Disposal is in line with the Group’s (i.e. the Company and its subsidiaries) overall objective to streamline its operations by disposing loss-making subsidiaries and to continuously attempt to enhance shareholders’ value.
4. FINANCIAL EFFECTS OF THE DISPOSAL
4.1 Share Capital and Shareholding Structure of the Substantial Shareholders
The Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders of ITRONIC.
4.2 Earnings, Net Assets and Gearing
The Disposal will result in an estimated gain on disposal of RM20,153.00 for the financial year ending 31 December 2020, after taking into consideration the net liabilities of GVB.
5. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders as the highest percentage ratio pursuant to paragraph 10.02(g)(viii) of the Listing Requirements is 0.67%, based on the total assets of GVB over the total assets of the Group.
6. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS
None of the directors and/or major shareholders of ITRONIC as well as persons connected with them have any interest, direct and/or indirect in the Disposal.
7. STATEMENT OF THE DIRECTORS
The Board of Directors of the Company is in the opinion that the Disposal is in the best interest of the Company and its shareholders.
8. DOCUMENT FOR INSPECTION
The SSA is available for inspection at the registered office of ITRONIC at No. 9A, Jalan Medan Tuanku, Medan Tuanku, 50300 Kuala Lumpur, Malaysia during normal business hours on Mondays to Fridays (except public holidays) for a duration of three (3) months from the date of the announcement.
This announcement is dated 30 November 2020.
|Company Name||INDUSTRONICS BERHAD|
|Date Announced||30 Nov 2020|
|Category||General Announcement for PLC|