Termination of Agreement
Company Name : TROPICANA CORPORATION BERHAD
Stock Name : TROP
Stock Code : 5401
Type : Announcement
Subject : Others
Description : TROPICANA CORPORATION BERHAD (“TROPICANA” OR “COMPANY”)
SHAREHOLDERS AGREEMENT IN RESPECT OF THE ESTABLISHMENT OF AN INTERNATIONAL SCHOOL
We refer to our announcement dated 14 February 2014 (“Announcement”) in relation to the Shareholders Agreements entered between Tropicana, Lasallian Asia Partnership for International Schools Pte Ltd (“LAPIS”), Warisan Istimewa Sdn Bhd (“WISB”) and Tropicana Education Management Sdn Bhd (“TEM”) (“TEM Shareholders Agreement”) in relation to the construction of an international school. Unless otherwise stated, all abbreviations used in this announcement shall have the same meaning as those defined in the Announcement.
On 29 January 2015, Tropicana received a letter by LAPIS requesting not to subscribe for shares in or participate in TEM as shareholders in accordance with the TEM Shareholders Agreement.
Subsequently, the Board of Directors of Tropicana wishes to announce that on 6 May 2015, Tropicana, LAPIS, WISB and TEM have mutually agreed to terminate the TEM Shareholders Agreement vide a termination letter (“Termination”). Consequently, LAPIS will not hold any shares in TEM. Pursuant to the Termination, without the participation of LAPIS, the shareholders of TEM will remain as Tropicana and WISB with shareholdings of 85% and 15%, respectively.
The Termination is not expected to have any material effect on the earnings, net asset and gearing of Tropicana for the financial year ending 31 December 2015. Save for the Termination, the TSEM Shareholders Agreement dated 12 February 2014 remains in full effect and is pending fulfilment of the conditions precedent in accordance with the terms of the TSEM Shareholders Agreement.
This announcement is dated 6 May 2015.
TROPICANA CORPORATION BERHAD (FORMERLY KNOWN AS DIJAYA
CORPORATION BERHAD) (“TROPICANA” OR “COMPANY”)
SHAREHOLDERS AGREEMENT IN RESPECT OF THE ESTABLISHMENT OF AN
The Board of Directors of Tropicana wishes to inform that Tropicana had on 12
February 2014 entered into the following:
i) Shareholders Agreement with Lasallian Asia Partnership for International
Schools (Reg No. 201315250G) (“LAPIS”) and Tropicana SJII Education
Management Sdn Bhd (formerly known as Tropicana Education Sdn Bhd),
a subsidiary company of Tropicana (“TSEM”) (“TSEM Shareholders
ii) Shareholders Agreement with LAPIS, Warisan Istimewa Sdn Bhd
(“WISB”) and Tropicana Education Management Sdn Bhd, a subsidiary
company Tropicana (“TEM”) (“TEM Shareholders Agreement”).
(collectively referred to as “Shareholders Agreements”)
The purpose of the TSEM Shareholders Agreement and the TEM Shareholders
Agreement is for the purpose of establishing an international school to be known
as ‘St. Joseph’s Institution International (Malaysia) (Tropicana PJ Campus)’
or such other name as may be mutually agreed upon and approved by the
relevant authorities (“International School”) and shall encompass the following:
i) the construction of the International School by TEM on the land held
under the title Pajakan Negeri Lot 53742 – Lot 53746, Pekan Baru Sungai
Buloh, Daerah Petaling, Negeri Selangor (“TEM Land”). TEM is the
registered proprietor and beneficial owner of the TEM Land; and
ii) the operation of the International School by TSEM.
2. FURTHER INFORAMTION
2.1 INFORMATION ON LAPIS
LAPIS was incorporated as a private limited company by shares in Singapore on
6 June 2013 with a place of business at 206B and 208B, Telok Ayer Street,
The principal activity of LAPIS is in the management of international and foreign
system schools (pre-primary, primary and secondary schools). The issued share
capital of LAPIS is SGD1.
2.2 INFORMATION ON WISB
WISB was incorporated in Malaysia under the Companies Act, 1965 on 3 April
1991 as a private limited company. The principal activity of WISB is investment
holding. The authorised share capital of WISB is RM5,000,000 comprising
5,000,000 ordinary shares of RM1.00 each and its issued and paid-up share
capital is RM2,000,000.00 comprising 2,000,000 ordinary shares of RM1.00 each.
2.3 INFORMATION ON TSEM
TSEM, a wholly-owned subsidiary of TCB, was incorporated in Malaysia under
the Companies Act, 1965 on 27 October 2009 as a private limited company.
TSEM has an authorised share capital of RM100,000 divided into 100,000
ordinary shares of RM1.00 each, of which 2 ordinary shares have been issued
and fully paid-up. TSEM’s principal activity is educational learning.
2.4 INFORMATION ON TEM
TEM, a 70% owned subsidiary of TCB, was incorporated in Malaysia under the
Companies Act, 1965 on 5 May 1997 as a private limited company. TEM has an
authorised share capital of RM500,000 divided into 500,000 ordinary shares of
RM1.00 each, of which 500,000 ordinary shares have been issued and fully paidup.
TEM’s principal activity is education services.
3. SALIENT TERMS
3.1 SALIENT TERMS OF THE TSEM SHAREHOLDERS AGREEMENT
a) SHARE CAPITAL AND ADDITIONAL FUNDING
Tropicana and LAPIS shall respectively subscribe for additional shares in
TSEM resulting in the eventual shareholding structure as follows:
b) RESPONSIBILITY OF EACH PARTY
– Tropicana shall assist in the operations and expansion of the business
and to accelerate and enhance growth of the business;
– LAPIS shall provide expertise and share its marketing experience in
respect of the operation and the business as may be required by
Tropicana. The provision of these services shall be in accordance with a
Management Agreement that will be entered into in due course; and
– TSEM shall lease the TEM Land together with the school building thereon
to carry out the business of the International School. The leasing terms
thereon shall be in accordance with the Agreement to Lease that will be
entered into in due course.
3.2 SALIENT TERMS OF THE TEM SHAREHOLDERS AGREEMENT
a) SHARE CAPITAL AND ADDITIONAL FUNDING
The existing and eventual shareholding structure is as follows:
b) RESPONSIBILITY OF EACH PARTIES
– Tropicana shall assist in the construction of the school building;
– LAPIS shall provide expertise and share its technical experience in
respect of the construction and fit-out of the school building and provide
the services to manage the International School; and
– TEM shall construct and complete the school building according to the
design and specifications proposed by LAPIS in consultation with and
subject to the prior written consent of Tropicana.
4. RATIONALE FOR THE SHAREHOLDERS AGREEMENT
The Shareholders Agreement is part of Tropicana’s plans to enter into the
education segment and an establishment of long term income generating asset.
5. FINANCIAL EFFECTS OF THE SHAREHOLDERS AGREEMENT
5.1 SHARE CAPITAL
The Shareholders Agreement will not have any effect on the share capital of
The Shareholders Agreement is not expected to have any material effect on the
consolidated earnings of Tropicana Group for the financial year ending 2014.
However, the results from the operation of the International School is expected to
contribute positively to the Group’s future earnings.
5.3 SUBSTANTIAL SHAREHOLDINGS
The Shareholders Agreement will not have any effect on the substantial
shareholding composition of Tropicana.
5.4 NET ASSETS (“NA”)
The Shareholders Agreement will not have any material effect on the
consolidated NA value of Tropicana Group for the financial year ending 2014.
6. DOCUMENTS FOR INSPECTION
The Shareholders Agreement are available for inspection by the shareholders of
Tropicana at the registered office of Tropicana at C-06-02, 6th Floor, Block C,
Wisma TT, No. 1, Jalan PJS 8/15, Dataran Mentari, 46150 Petaling Jaya,
Selangor Darul Ehsan, during normal business hours from Mondays to Fridays
(except public holidays) for a period of at least three (3) months from the date of
This announcement is dated 14 February 2014.
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