SOP

3.080

-0.02 (-0.6%)

OTHERS RESCISSION AGREEMENT BETWEEN SARAWAK OIL PALMS BERHAD (SOPB OR THE COMPANY) AND LCDA HOLDINGS SDN. BHD. (FORMERLY KNOWN AS PELITA HOLDINGS SDN. BHD.) (LHSB) AND SOP-PELITA DEVELOPMENTS SDN. BHD. (JV COMPANY)

SARAWAK OIL PALMS BERHAD

Type Announcement
Subject OTHERS
Description
RESCISSION AGREEMENT BETWEEN SARAWAK OIL PALMS BERHAD (SOPB OR THE COMPANY) AND LCDA HOLDINGS SDN. BHD. (FORMERLY KNOWN AS PELITA HOLDINGS SDN. BHD.) (LHSB) AND SOP-PELITA DEVELOPMENTS SDN. BHD. (JV COMPANY)

INTRODUCTION

A Subscription and Shareholder Agreement (“SSA” or “the Agreement”)) was entered into between SOPB and LHSB, SOP-Pelita Developments Sdn. Bhd. (formerly known as Suria Megajaya Sdn. Bhd.)(“JV Company”) on 25th October 2011, for the purpose of recording the terms of the agreement and arrangements and the relationship thereof with each other in the JV Company.

 

The primary object of the JV Company is to undertake Property Development Projects (“Projects”) which SOPB and LHSB may decide from time to time.

 

On behalf of the Board of Directors’ of SOPB (“the Board” or the “Company”), the Company wishes to announce that both SOPB and LHSB had mutually agreed to rescind the above said SSA on 02 September 2020.

 

SALIENT DETAILS OF THE RESCISSION AGREEMENT

The salient details of the Rescission Agreement, are set out inter-alia as follows:-

 

(a)        LHSB, SOPB and JV Company shall procure the subscriber shareholder holding thirty five thousand (35,000) paid up ordinary shares in JV Company on behalf of LHSB to transfer the thirty five thousand (35,000) subscriber shares at the total consideration of RM1.00 to any party as SOPB shall in its absolute discretion authorise in writing.

 

(b)        LHSB hereby release and discharge SOPB from further performance of SOPB’s obligations under the said Agreement and from all claims demands and liabilities whatsoever arising out of or in respect of the said Agreement.

 

(c)        SOPB hereby surrender all its rights, titles, interests, benefits and privileges under the said Agreement and releases and discharges LHSB from further performance of LHSB’s obligations under the said Agreement and from all claims demands and liabilities whatsoever arising out of or in respect of the said Agreement.

 

(d)        JV Company hereby surrender all its rights, title, interests, benefits and privileges under the said Agreement and releases and discharge LHSB and SOPB from further performance of LHSB and SOPB’s obligations under the said Agreement and from all claims demands and liabilities whatsoever arising out of or in respect of the said Agreement.

 

(e)        All legal fees, stamp duties, administration charges and expenses incurred in connection with or incidental to the preparation and execution of this Rescission Agreement shall be borne by JV Company.

 

DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

Save as disclosed below, none of the directors and/or major shareholders and/or person connected with a director or major shareholder have any interest (direct or indirect), in the SSA/Rescission Agreement:

 

(a)        Monaliza Binti Zaidel being a representative and Chief Executive Officer of LCDA Holdings Sdn. Bhd.; and

 

(b)        Kamri Bin Ramlee, being a representative of LCDA Holdings Sdn. Bhd.

 

 

FINANCIAL EFFECTS OF THE RESCISSION

The Rescission Agreement is not expected to have any effects on SOPB Group’s share capital, earnings and gearing and net assets.

 

Based on the latest available JV Company’s audited financial statements, the acquisition of 35,000 paid up ordinary shares in the JV Company for a total consideration of RM1.00 represents stage acquisition of the JV Company by SOPB from 65% to 100%. The acquisition has resulted decrease in the Group’s retained earnings by RM17,872.00.

 

Save as disclose above, the rescission of the SSA is not expected to have any material effect on the earnings of SOPB Group for the financial year ending 31 December 2020.

 

 

RATIONALE OF THE RESCISSION OF THE SUBSCRIPTION AND SHAREHOLDER AGREEMENT

SOPB, LHSB and JV Company were unable to create sufficient land banks that was economical for Property Development Projects.

 

 

APPROVAL REQUIRED

The Rescission Agreement is not subject to the approvals of any authority and/or shareholders’ of the Company.

 

 

DOCUMENTS FOR INSPECTION

The Rescission Agreement may be inspected at the registered office of the Company at No.124-126, Jalan Bendahara, 98000 Miri, Sarawak during normal office hours from Mondays to Fridays (except Public Holidays) for a period of three (3) months from the date of this announcement.

 

This announcement is dated 03 September 2020.






Announcement Info

Company Name SARAWAK OIL PALMS BERHAD
Stock Name SOP
Date Announced 03 Sep 2020
Category General Announcement for PLC
Reference Number GA1-02092020-00047