Corporate Venture Proposals
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Corporate Venture Proposals document sample
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Appendix 1
Note 9 - Status of Corporate Proposals
(i) On 15 August 2000, MOL.com Berhad (“MOL”) entered into a Subscription Agreement
with Iteru.net Pte Ltd (“Iteru.net”) existing shareholders and promoters of Iteru.net for the
proposed subscription of 18 new ordinary shares of par value SGD0.10 each representing
30% equity stake in Iteru.net for a cash consideration of USD3.6 million (or RM13.86
million). An information circular will be despatched to the shareholders of MOL in due
course.
(ii) On 26 July 2000, MOL entered into Shares Sale and Subscription Agreement with the
vendors of Silicon Communications Sdn Bhd (“Silicon”) namely Sarawak Information
Systems Sdn Bhd, Siliconnet Technologies Sdn Bhd, Plusky Sdn Bhd, Proliquest Sdn Bhd
and the promoter, Mr Kho Han Mien for the proposed acquisition of 1,650,000 existing
ordinary shares representing 17.37% in Silicon for a cash consideration of RM13,860,000
and the proposed subscription of 1,200,000 new ordinary shares representing 12.63% in
Silicon for cash subscription of RM10,080,000. MOL is preparing an application to the
Foreign Investment Committee (“FIC”) and a circular to shareholders of MOL to seek their
respective approvals for the transaction.
(iii) On 27 June 2000, 1800Assist.com Sdn Bhd (“1800Assist”), an impending 60% subsidiary
of MOL, entered into an Investment agreement with Cyberfield Sdn Bhd, Ganesh Kumar
Bangah and Mohd Zaini Noordin for the subscription of 1,080,000 new ordinary shares of
RM1.00 each representing 60% stake in MOL AccessPortal Sdn Bhd (formerly known as
Superior World Sdn Bhd) for a cash consideration of RM2,000,000. An application to the
FIC was submitted on 21 August 2000 and is pending FIC approval.
(iv) On 19 June 2000, MOL entered into an Investment agreement with Lee Eng Thong, Lee
Kong Seng and 1800Assist.com Sdn Bhd for the subscription of 918,000 new ordinary
shares of RM1.00 each representing 51% stake in MOLBarter.com Sdn Bhd (formerly
known as Angel Paradigm Sdn Bhd) for a cash consideration of RM2,250,000. An
application to the FIC was submitted on 3 August 2000 and is pending FIC approval.
(v) On 13 June 2000, MOL executed a Form of Application for Shares for the subscription of
68,500 new ordinary shares of SGD1.00 each in Double Click Pte Ltd for a cash
consideration of USD1.5 million (or RM5.7 million). The transaction was completed on 27
June 2000.
(vi) On 9 June 2000, MOL entered into an Investment Agreement with Ting Heng Toon,
Mathew Abraham and Andrew Conley, Esq. for the subscription of 1,800,000 new ordinary
shares of RM1.00 each representing 60% stake in NeuraTek.com Sdn Bhd for a cash
consideration of RM10.0 million. An application to the FIC was submitted on 24 August
2000 and is pending FIC ratification.
(vii) On 2 June 2000, MOL entered into a Subscription agreement with Chang Yit Fei, Tang
Chak Chee and Berjaya Group Berhad for the subscription of 700,000 new ordinary shares
of RM1.00 each representing 35% stake in My2020.com Sdn Bhd for a cash consideration
of RM784,000.
(viii) On 26 May 2000, MOL entered into a Mutual Cooperation and Investment agreement
with TCert, Inc. for the proposed formation of a joint venture company in Malaysia with
an initial paid-up share capital of RM6,333,000 of which MOL will subscribe for its 60%
stake for a cash subscription of RM3,799,800. An application to the FIC will be made
upon completion of the feasibility study to be carried out by TCert, Inc.
(ix) On 9 May 2000, MOL entered into a Subscription Agreement with Three-Entity Sdn Bhd
(“3ntity”), Redcape Systems Sdn Bhd, Kho Han Mien and Lee Yow Thong for the
subscription of 110,000 new ordinary shares of RM1.00 each representing 25% of the
enlarged share capital of 3ntity for a cash consideration of RM12.35 million. The FIC
had on 10 August 2000 approved the transaction and a condition was imposed on 3ntity
to increase its Bumiputra equity interest to 30% before 31 December 2000. An
information circular in relation to the transaction will be despatched to the shareholders
of MOL in due course.
(x) On 4 May 2000, MOL entered into a Subscription agreement with Onn Sin Ching, Au Sai
Chuen, Kevin Chia Mei Kwang, Seah Yong Wah, Michelle Chan Poh Peng, Shimoga
Krishmoorthy Rao Guruprakash, iSoftel Pte Ltd and other shareholders for the
subscription of 1,155,333 new ordinary shares of S$0.01 each representing approximately
2% in iSoftel Pte Ltd for a cash consideration of about USD2.0 million (equivalent to
approximately RM7.6 million). The transaction was completed on 15 May 2000 and the
company, now known as iSoftel Ltd was listed on the Stock Exchange of Singapore on 3
August 2000.
(xi) Proposed joint venture between MOL and Cosway (M) Sdn Bhd (“Cosway(M)”)
announced to the Exchange on 21 April 2000 for the subscription of 3.2 million new
ordinary shares of RM1.00 each representing 40% in eCosway.com Sdn Bhd
(“eCosway.com”) for a cash subscription of RM3.2 million. The FIC had on 14 July 2000
approved the transaction and a condition was imposed on eCosway.com to increase its
Bumiputra equity interest to 30% before 31 December 2000.
(xii) Share sale agreement dated 15 April 2000 between MOL and JobStreet.com Pte Ltd and
Tan Sri Abu Talib bin Othman for the acquisition of the entire issued and paid-up share
capital of MOL Online Sdn Bhd comprising 333,333 ordinary shares of RM1.00 each for
a total cash consideration of RM12,000,000. The transaction was completed on 6 June
2000.
(xiii) MOL, on 18 March 2000, entered into an option agreement with 1800Assist, Vision
Stream Sdn. Bhd., Ting Heng Biaw, Koh Khee Ngiap @ Ko Khee Ngiap, Wong Pei Hur,
Sooi Took Seng and Soh Kong Fai for the rights to subscribe for 1,500,000 new ordinary
shares of RM1.00 each representing 60% of the enlarged issued and paid-up share capital
of 1800Assist for a total cash consideration of RM15,000,000. The transaction was
deemed completed with the full exercise of the said option. The FIC had on 10 August
2000 approved the transaction and a condition was imposed on 1800Assist to increase its
Bumiputra equity interest to 30% before 30 June 2001 and a circular to shareholders of
MOL to seek their ratification for the said transaction will be despatched in due course.
(xiv) MOL, on 18 March 2000, entered into an option agreement with MyETutor.com Sdn
Bhd, (“MyETutor”), Corporate Frontiers Sdn. Bhd., Foo Seong Meng, Ting Heng Biaw
and Chin Kean Jong for the right to subscribe for 1,500,000 new ordinary shares of
RM1.00 each representing 60% of the enlarged issued and paid-up share capital of
MyETutor for a total cash consideration of RM9,000,000. The transaction was deemed
completed with the full exercise of the said option. The FIC had on 10 August 2000
approved the transaction and a condition was imposed on MyETutor to increase its
Bumiputra equity interest to 30% before 30 June 2001 and a circular to shareholders of
MOL to seek their ratification for the said transaction will be despatched in due course.
(xv) MOL, on 18 March 2000, entered into an option agreement with MCities.com Sdn Bhd
(“MCities”), Summit E-Commerce Sdn. Bhd., Chin Chee Min, Foo Seong Meng, Ting
Heng Biaw and Leong Kim Thye for the right to subscribe for 1,500,000 new ordinary
shares of RM1.00 each representing 60% of the enlarged issued and paid-up share capital
of MCities for a total cash consideration of RM11,000,000. The transaction was deemed
completed with the full exercise of the said option. The FIC had on 10 August 2000
approved the transaction and a condition was imposed on MCities to increase its
Bumiputra equity interest to 30% before 30 June 2001 and a circular to shareholders of
MOL to seek their ratification for the said transaction will be despatched in due course.
(xvi) MOL, on 2 March 2000, entered into an investment-cum-shareholders agreement with Neil
Anderson Cumming, Stuart Duncan Cumming, Sii Eawsakul Cumming and Choo Choon
Yeow, for the subscription of 37,050,000 new ordinary shares of HKD1.00 each,
representing 50% equity interest in Asia-Web Direct (HK) Ltd at par for a total cash
subscription of HKD37,050,000 (equivalent to USD4.75 million or RM18.05 million)
whereby the parties therein agreed to collaborate with each other in a joint-venture
arrangement to promote, develop and enhance the business of the following companies
involved in the following businesses:-
Asia Web Direct Co. Ltd., Thailand - online travel reservations over the Internet;
Phuket Island Access Co. Ltd., - destination portal website; and
Asia Web Solutions Sdn Bhd - online travel reservations over the Internet;
A partial subscription to the first tranche of payment was made in May 2000 and the
transaction is still pending completion. An information circular to the shareholders of MOL
will be despatched in due course.
(xvii) MOL, on 2 March 2000, entered into an investment agreement with World of Feng Shui
Sdn Bhd (“WOFS”), Lim Phaik Kim, Jennifer Too Shiao Ching and Honey Lim Han Ni,
for the subscription of 260,568 new ordinary shares of RM1.00 each, representing 60.8%
equity interest in WOFS at an issue price of approximately RM63.83 per share for a total
cash subscription of RM16,632,000. The FIC had on 6 June 2000 approved the transaction
and a condition was imposed on WOFS to increase its Bumiputra equity interest to 20%
before 31 December 2000 , subsequently to 30% before 30 June 2001. An information
circular in relation to the transaction will be despatched to the shareholders of MOL in due
course.
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