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MATERIAL LITIGATION CRESCENDO CORPORATION BERHAD ("CCB")
COMMENCEMENT OF CIVIL PROCEEDINGS BY CRESCENDO EDUCATION SDN. BHD. ("CESB") AGAINST KTC HUMAN RESOURCE CONSULTANTS SDN. BHD. ("KTC") AND CRESCENDO INTERNATIONAL COLLEGE SDN. BHD. ("CICSB") JOHOR BAHRU HIGH COURT CIVIL SUIT NO. JA-22NCvC-6-01/2024
CRESCENDO CORPORATION BERHAD
Type
Announcement
Subject
MATERIAL LITIGATION
Description
CRESCENDO CORPORATION BERHAD ("CCB")
COMMENCEMENT OF CIVIL PROCEEDINGS BY CRESCENDO EDUCATION SDN. BHD. ("CESB") AGAINST KTC HUMAN RESOURCE CONSULTANTS SDN. BHD. ("KTC") AND CRESCENDO INTERNATIONAL COLLEGE SDN. BHD. ("CICSB") JOHOR BAHRU HIGH COURT CIVIL SUIT NO. JA-22NCvC-6-01/2024
Reference is made to CCB's announcements dated 7 February 2024, 8 February 2024, 21 February 2024, 27 February 2024, 15 March 2024, 1 August 2024, 14 October 2024, 28 October 2024, 12 November 2024, 29 November 2024, 27 January 2025, 29 August 2025, 12 December 2025, 6 January 2026, 9 January 2026, 25 February 2026 and 24 April 2026 ("the Announcements").
Unless otherwise stated, the definitions used in this announcement shall carry the same meanings as defined in the Announcements.
The Board of Directors of CCB wishes to announce that on 26 June 2026, the High Court at Johor Bahru had delivered its judgment for this suit in favour of CESB, and made the following orders: -
1.
A declaration that KTC, the 1st Defendant, had breached the Joint Venture Agreement dated 11 December 1998 and Supplemental Agreement dated 10 May 2019 and therefore, the agreements have been terminated.
2.
An order for specific performance that KTC, the 1st Defendant, shall sell and transfer its 350,000 shares in CICSB, the 2nd Defendant, to CESB, the Plaintiff, at the price of RM2,079,000 within 7 days of this judgment.
3.
An order for specific performance that KTC, the 1st Defendant, shall take all the necessary action to sell and transfer its 350,000 shares in CICSB, the 2nd Defendant, to CESB, the Plaintiff, as follows:
a.
That the 1st Defendant through its director, authorised representative and/or authorised agent and/or company secretary shall execute and/or cause to execute all the necessary forms and documents to sell and transfer the shares to the Plaintiff and deposit the duly executed forms and documents together with the share certificates within 7 days of this judgment with the Plaintiff's solicitors, Messrs Roger Tan & Partners.
b.
That the Plaintiff shall deposit the sum of RM2,079,000 as the purchase price with the Plaintiff's solicitors, Messrs Roger Tan & Partners, to be held as stakeholder which sum shall be released to the 1st Defendant upon the due compliance by the 1st Defendant of this judgment.
c.
Should the 1st Defendant fail and/or refuse and/or neglect to execute and/or cause to execute all the necessary forms and documents to sell and transfer the shares to the Plaintiff and deposit the duly executed forms and documents together with the share certificates within 7 days of this judgment, the Deputy Registrar or Senior Assistant Registrar of this Honourable Court is empowered to execute and/or cause to execute all the necessary forms and documents on behalf of the 1st Defendant to sell and transfer the shares to the Plaintiff and deposit the duly executed forms and documents with the share certificates, and further, take all the necessary steps on behalf of the 1st Defendant to effect the said transfer with the relevant authorities.
d.
That the Defendants' respective company secretaries shall take all the necessary action to facilitate the sale and transfer of the shares to the Plaintiff and further, to comply with all the terms of this judgment.
e.
That the 1st Defendant shall bear all the costs and expenses for the sale and transfer of its 350,000 shares in the 2nd Defendant to the Plaintiff.
4.
An order for specific performance as against CICSB, the 2nd Defendant, to take all the necessary action to recognise the sale and transfer of KTC's, the 1st Defendant's, 350,000 shares in the 2nd Defendant to CESB, the Plaintiff, and to reflect the same in all of its relevant official records and documents including informing third parties of the same
5.
An order for KTC, the 1st Defendant, to pay costs of this action fixed at RM150,000.00 to CESB, the Plaintiff.
The said costs are separate from and do not include the costs thrown away of RM5,000.00 awarded to the Plaintiff arising from the adjournment of the trial on 6 January 2026, the costs of RM15,000.00 awarded to the Plaintiff following the dismissal of the application to discharge the 1st Defendant's solicitors, and the costs of RM10,000.00 awarded to the Plaintiff following the dismissal of the 1st Defendant's stay application. Hence, KTC, the 1st Defendant, is liable to pay total costs of RM180,000.00.
CESB is represented by Messrs Roger Tan & Partners.
The Company will make the necessary announcement as and when there are material developments in relation thereto.