Item 8.01 Other Events
On June 18, 2010, Secured Digital Applications, Inc.’s Malaysian subsidiary, Juta Ketara Sdn Bhd (the “Assignor”), BlueCircle Technology Sdn Bhd and Triband Solar-Wind Power Sdn Bhd (the “Assignee) executed an Assignment Agreement. Under the Agreement, the Assignor has assigned all its rights, obligations and liabilities under the binding Letter of Intent (“LOI”) executed with BlueCircle Technology Sdn Bhd, a Malaysian corporation (“BlueCircle”) to the Assignee. Pursuant to the Agreement, the Assignee will also reimburse the Assignor all its due diligence expenses.
Juta Ketara had executed a binding Letter of Intent with BlueCircle on May 31, 2010 with respect to the purchase of all of the rights and assets, including but not limited to, accounts receivable; inventory at lower of cost or fair market value; certain assets; customer lists; databases; sales, service and vendor contracts constituting the solar energy business of BlueCircle (the “Transaction”). The purchase price for the rights and assets subject to post closing adjustments is approximately $1.55 million payable at the closing of the Transaction.
Triband Solar-Wind Power Sdn Bhd is a 30:70 joint venture company between Juta Ketara Sdn Bhd and Triband Resources. The authorized share capital of the joint venture company is Ringgit Malaysia Twenty Million (approximately $6.06 million). The cost of Juta Ketara’s investment in the joint venture company is Ringgit Malaysia Two Hundred Thousand (approximately $1.81 million). The joint venture was established to build and operate a 10MW solar-wind hybrid energy farm on a 101 hectare site located in Selangor, Malaysia.
The assignment of the LOI to Triband Solar-Wind Power Sdn Bhd, has helped Juta Ketara to reduce its risks while having ownership in a renewable energy production company that has a strong demand for its production output.