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Announcement _Joint Venture Agreement_ _final_

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					ANNOUNCEMENT
JOINT VENTURE AGREEMENT WITH IWICS INC.


1.    INTRODUCTION

      Further to the announcement dated on 23 January 2006 wherein Green Packet Berhad
      (“GPB”) had entered into a Memorandum of Understanding (“MoU”) with IWICS Inc (“IWICS”),
      the Board of Directors of Green Packet Berhad (“GPB”) is pleased to announce that GPB had
      on 3 March 2006 further entered into a Joint Venture Agreement (“Agreement”) with IWICS to
      establish a Joint Venture Company (“JV Co”).

      IWICS holds intellectual property (“IP”) rights for wireless broadband systems and solutions
      and is principally involved in the development and commercialisation of the technology.

      The Agreement is signed to market the IWICS wireless broadband systems and solutions in
      Malaysia, exclusively and non-exclusively in named countries in South East Asia and
      potentially other countries.


2.    INFORMATION ON IWICS

      IWICS was formed in 2001 in response to the enormous market and potential for wireless
      communication technology that exists for data transmission. IWICS mission is to make a
      major contribution to world-wide wireless services through unique products catering to the
      wireless communication market that is secured with broad protection by world-wide
      Intellectual Property patents. IWICS has its headquarters in Bothell, Washington, United
      States of America (USA).


3.    DETAILS OF THE JOINT VENTURE

      The JV Co. shall be incorporated under the laws of Malaysia as a private limited company
      with limited liability, with a proposed authorised share capital of RM80,000,000, comprising
      80,000,000 shares of RM1.00 each.

      Pursuant to the Agreement, GPB will hold 70% of the equity interest in the JV Co, while
      IWICS will hold the remaining 30%.

      GPB and IWICS (“the Parties”) shall:-

      i.           within fourteen (14) days after the completion of Milestone 1 (as defined hereinafter),
                   deliver to the JV Co an unconditional application to subscribe in cash or agreed cash
                   equivalent, for their respective equity interest in the JV Co, as set out below
                   (“Subscription 1”); and

      ii.          within fourteen (14) days after the signing of the first subscriber for the wireless
                   system and solution offered by the JV Co, subscribe in cash or agreed cash
                   equivalent, for a further equity interest in the JV Co, as set out below (“Subscription
                   2”), :

           Shareholders          % shareholding       Subscription 1       Subscription 2         Total
                                                     No. of shares of RM1.00 each in JV Co

           GPB                         70%                3,745,000             3,745,000         7,490,000
           IWICS                       30%                1,605,000             1,605,000         3,210,000

      GPB will subscribe for its shares in JV Co via a cash payment of RM3,475,000 each for
      Subscription 1 and Subscription 2 respectively, whilst IWICS will provide a cash equivalent
      payment, having a value agreed between GPB and IWICS, in the form of the use of its
      wireless system and solution in Malaysia and other ancillary network, customization and
      systems support services, equivalent to the par value of the equity interest to be subscribed
      for pursuant to Subscription 1 and Subscription 2 respectively.
4.   SALIENT TERMS OF THE AGREEMENT

     4.1     CALL OPTIONS

     (a)     If any Party is unable to pay for all the unsubscribed Shares allotted to it under this
             Agreement, then that Party shall offer the first right of refusal for the balance
             unsubscribed Shares to the other Shareholders.

     (b)     The receiving Party must exercise the offer of first right of refusal for the said
             unsubscribed Shares not later than fourteen (14) Business Days after receiving the
             said offer from the issuing Party.

     (c)     The price payable by the receiving Party for the said unsubscribed Shares shall be at
             par value of the said unsubscribed Shares.


     4.2     CONDITIONS PRECEDENT

     The Agreement is subject to the following conditions:

     (a)    That the JV Co is formally formed and registered, as contemplated in the Agreement,
            within 30 days of the date of this Agreement or any other date agreed by the Parties
            thereto (“Commencement Date”), and that the Agreement subsequently be ratified or
            adopted by the Company within 7 (seven) days of such date of incorporation

     (b)    That an initial Primary Business plan (as defined in the Agreement) be agreed by the
            Board within 30 days of the ratification or adoption provided in (a) above;

     (c)    That the Licence Agreement (as defined in the Agreement) be executed by IWICS and
            the Company within seven (7) days of the ratification or adoption provided in (a)
            above; and

     (d)    That approval shall be obtained from the Foreign Investment Committee (“FIC”) at the
            cost of the Company, within two (2) months from Commencement Date.


     4.3    DISTRIBUTION OF PROFITS
            It is the recorded intention of the Shareholders that, subject to retentions necessary to
            ensure the viability of the Company as a trading concern, the Parties hereby agree
            that the dividend policy of the Company provides for declaration of a dividend based
            on the distributable profit of the Company each year, provided that sufficient cash
            resources are available for such distribution.

5.   RATIONALE

     The joint venture will bring vast value creation to GPB’s business in the provision of packet
     network mobile connectivity. The business of the JV Co can be scalable and can expand
     regionally to other South East Asian or any other country that the JV Co deems to potentially
     require solutions.


6.   SOURCE OF FUNDS

     GPB will finance its obligation using the funds to be raised from GPB’s Proposed Private
     Placement and/or internally generated funds.
7.     FINANCIAL EFFECTS

       7.1     Share Capital

               The Proposed JV will not have any effect on the issued and paid-up share capital of
               GPB.

       7.2     Net assets and gearing

               The Proposed JV will not have any material effect on the net assets and gearing of
               GPB.

       7.3     Earnings

               The Proposed JV is expected to contribute positively to the future earnings of the
               GPB Group.

       7.4     Substantial Shareholders’ Shareholdings

               The Proposed JV will not have any effect on the shareholdings of the substantial
               shareholders of GPB.


8.     DIVIDEND

       GPB has proposed a final tax exempt dividend of 2 sen per ordinary share for the financial
       year ended 31 December 2005 which is subject to shareholders’ approval at the forthcoming
       Annual General Meeting. The Proposed JV is not expected to have any material effect on the
       dividend policy of the Company for the year ending 31 December 2006.


9.     APPROVALS REQUIRED

       The Proposed JV is subject to the approval of FIC.


10.    DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED

       None of the Directors, substantial shareholders and/or persons connected or associated with
       any of them have any interests, direct or indirect, in the Proposed JV.


11.    DIRECTORS’ RECOMMENDATION

       The Directors of GPB after careful deliberation on the Proposed JV are of the opinion that the
       Proposed JV is in the best interest of GPB Group.


12.    DOCUMENTS AVAILABLE FOR INSPECTION

       The Agreement and all references therein will be available for inspection at the Registered
       Office at C15-1, Level 15, Tower C, Megan Avenue II, 12 Jalan Yap Kwan Seng, 50450 Kuala
       Lumpur during normal business hours from Monday to Friday (except public holidays) for a
       period of three (3) months from the date of this announcement.


13.    SPONSOR

       OSK Securities Berhad is the sponsor of GPB.


This announcement is dated 3 March 2006

				
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