Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 84± 410K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 388± 1.56M
Liquidation or Succession
3: EX-10 Material Contract 2 12K
4: EX-10 Material Contract 2 10K
5: EX-10 Material Contract 3 8K
6: EX-10 Material Contract 45± 188K
7: EX-10 Material Contract 7± 28K
8: EX-10 Material Contract 10± 42K
9: EX-21 Subsidiaries of the Registrant 1 7K
10: EX-23 Consent of Experts or Counsel 1 6K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 8K
EX-10 — Material Contract
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EXHIBIT 10.56
Sale by Tender between Smith Corona Private Limited and ST
Computer Systems & Services Ltd., dated November 2, 1995.
SALE BY TENDER
PARTICULARS AND CONDITIONS OF TENDER OF
PROPERTY
SITUATE AND KNOWN AS
NO. 7, BEDOK SOUTH ROAD, SINGAPORE 1646
ON LOT 4013 OF MUKIM 27
*****************************
DESCRIPTION OF PROPERTY
The whole of Lot 4013 of Mukim 27 together with
the building/s erected thereon and known as No.7
Bedok South Road, Singapore 1646 as comprised
in Lease No. I/36005A dated 18th April 1973
issued by the Housing Development Board.
Leasehold estate for a term of 60 years
commencing from 1st May 1973.
SMITH-CORONA PRIVATE LIMITED (formerly known as Corona
Manufacturers (Pte) Ltd), a company incorporated in Singapore and
having its registered office at No. 7 Bedok South Road, Singapore
1646 (hereinafter called "the Vendor") hereby offers for purchase
by way of tender of the Property described above (hereinafter
referred to as "the Property") subject to the conditions
hereinafter contained.
CONDITIONS OF TENDER
1. Every Tenderer shall complete in full and sign the form of
tender annexed hereto and deposit the same together with this
entire document under sealed cover marked "TENDER FOR NO. 7 BEDOK
SOUTH ROAD, SINGAPORE" and addressed to Smith-Corona Private
Limited c/0 Knight Frank Cheong Hock Chye & Baillieu of 16
Raffles Quay #29-01 Hong Leong Building, Singapore 0104 to reach
them before 4:00 p.m. on the 3rd day of November 1995. On
receipt thereof each tenderer will be paid a sum of Singapore
Dollar One (S$1.00) as consideration for keeping the tender
irrevocable until 4:00 p.m. on the 17th day of November 1995.
Any tender submitted after 4:00 p.m. on the 3rd day of November
1995 may not be considered.
2. (a) A tender shall be submitted only in the name of the
principal and not otherwise. Any tender submitted in the name of
parties (including persons or corporations) for and on behalf of
their principals (notwithstanding the disclosure of the name and
identities of their principals at the time of submission of
tenders) may at the discretion of the Vendor be considered
invalid and be disqualified.
(b) No infant or any other person who is not sui juris
shall be permitted to tender for or to become the purchaser of
the Property.
3. (a) A tender must be accompanied by a cashier's order or
banker's draft payable to SMITH-CORONA PRIVATE LIMITED for the
sum of Singapore Dollars Two Hundred Thousand (S$200,000.00)
(hereinafter referred to as "the Tender Fee"). Any tender not
accompanied by the Tender Fee will be considered invalid and be
disqualified.
(b) The Tender Fee shall be forfeited if the tenderer
withdraws his tender for whatsoever reason at any time after
submission of the tender as mentioned in Condition 1 above. The
Tender Fee of unsuccessful tenderers will be returned without any
interest or compensation or any deductions whatsoever within
seven (7) days of the 17th day of November 1995.
4. The Vendor reserves the right at any time before the notice
of acceptance to withdraw the Property and is not bound to accept
and reserves the right to reject the highest or any tender and
shall be under no obligation to disclose any tender or the
particulars thereof to any tenderer.
5. (a) All tenders shall remain open for acceptance by the
Vendor until 4:00 p.m. on the 17th day of November 1995.
(b) The person whose tender is accepted (hereinafter call
"the Successful Tenderer") shall be informed of the acceptance of
his tender by letter sent to him by hand or post to the address
given in his tender and such letter so sent shall be deemed to
have been received by the Successful Tenderer at the time of its
delivery if sent by hand or two (2) days after it has been put
into the post if sent by post.
(c) The acceptance of the tender by the Vendor in the form
annexed submitted by the Successful Tenderer shall constitute a
binding contract for the sale and purchase of the Property.
(d) The Successful Tenderer shall, not later than 4:00 p.m.
on the date falling one (1) week from (and inclusive of) the date
of being notified in writing that his tender has been accepted,
pay to the Vendor a further sum equivalent to ten percent (10%)
of the tender price (less than abovementioned Tender Fee of
$200,000.00) which, together with the Tender Fee, shall
constitute the deposit. The said further sum shall be paid by
way of a cashier's order or banker's draft made out in favour of
SMITH-CORONA PRIVATE LIMITED but must be delivered to the
Vendor's solicitors, Messrs Sim Teow Leng & Co of 20 Maxwell Road
#09-02/03 Maxwell House, Singapore 069113. If such date falls on
a public holiday the Successful Tenderer shall make payment not
later than 1:00 p.m. on the business day immediately proceeding
such public holiday. Time shall be of the essence for the said
payment and if such payment is not received as at the expiry of
the aforementioned time and date the Vendor shall be entitled to
treat the contract for the sale and purchase of the Property as
having been repudiated by the Successful Tenderer and without
prejudice to any other rights or remedies available to the Vendor
at law or in equity, the Vendor may in his absolute discretion
treat the contract as thereby discharged and forfeit and retain
for the Vendor's own benefit the Tender Fee.
6. The Property is sold subject to the terms and conditions of
Lease No. I/36005A and to all quit and other rents, incidents of
tenure, party wall rights, easements, rights of way and other
rights (if any) and to any restrictive or other covenants or
conditions or other rights affecting the same and the Successful
Tenderer shall be deemed to have full knowledge and notice
thereof. Subject to the foregoing, the Property shall be sold
free from encumbrances.
7. Vacant possession of the Property shall be delivered on
completion.
8. The Property is sold subject to satisfactory replies to the
Successful Tenderer's legal requisitions to the various
government departments and the Mass Rapid Transit Corporation
(including application for Road and Drainage Interpretation
Plans). If any of the aforesaid replies are unsatisfactory then
the contract for the sale and purchase of the Property may be
rescinded at the Successful Tenderer's option by written notice
to the Vendor not later than eight (8) weeks after the date of
acceptance of the tender and the said contract shall thereupon
become null and void and of no further effect whatsoever. On
rescission, the Vendor shall forthwith refund to the Successful
Tenderer the deposit paid by the Successful Tenderer to the
Vendor but without any interest compensation or deduction
whatsoever. Each party hereto shall bear its own solicitors'
costs in the matter and neither party hereto shall have any claim
or demand against the other party for damages, costs or otherwise
whatsoever in the matter. Provided always that:
(i) no answer shall be considered unsatisfactory
unless it discloses that the Property has been or will be
compulsorily acquired by the Government or other competent
authority;
(ii) road lines or road reserves proposals which fall
under the category 5 line of the road reserve or are required to
be set aside when redevelopment or development takes place shall
not be deemed unsatisfactory unless such lines of road reserve or
proposals cut or protrude into the building(s) comprised in the
Property;
(iii) drainage lines or drainage reserves or drainage
proposals shall not be considered unsatisfactory unless such
drainage lines reserves or proposals cut or protrude into the
building(s) comprised in the Property;
(iv) without prejudice to the generality of the
foregoing an answer shall not be considered unsatisfactory by
reasons of any planning restriction on the Property or any party
thereof;
(v) no replies to legal requisitions shall be deemed
to be unsatisfactory unless the Vendor refuses or is not able to
comply with the same;
9. (a) The sale and purchase shall be completed and the
balance of the purchase price paid at the office of the Vendor's
solicitors on the date falling twelve (12) weeks from (and
inclusive) of the date of the acceptance of the tender
(hereinafter call "the completion date"). If such date falls on
a public holiday then completion shall be on the business day
immediately preceding such public holiday. Further, if the
consent of the Housing and Development Board (hereinafter call
"the HDB") mentioned in Clause 10 is received by the parities
less than seven (7) days before the completion date then
completion shall be extended to the date falling seven (7) days
after the receipt of the HDB's consent.
(b) On completion and upon payment of the balance of the
purchase price the Vendor shall execute a proper assurance
relating to the Property to the Successful Tenderer such
assurance to be prepared by and at the expense of the Successful
Tenderer.
(c) In the event of the Successful Tenderer for any reason
other than the default of the Vendor failing to complete the
purchase on the completion date or on the said extended dates (as
the case may be), the Vendor shall be at liberty to give notice
to the Successful Tenderer calling on the Successful Tenderer to
complete within ten (10) days after the notice and in this regard
time is of the essence and failure by the Successful Tenderer to
complete within the said period of ten (10) days shall entitle
the Vendor to treat the deposit as forfeited and the Vendor shall
be at liberty notwithstanding any pending negotiation proceedings
or litigation to resell the Property either by public auction or
private contract at such time and under such conditions and
generally in such manner as the Vendor may think fit and all
expenses attending any such resale attempted resale and any
deficiency in price obtained on a resale shall immediately
thereafter be made good and paid to the Vendor by the Successful
Tenderer and shall be recoverable by the Vendor as liquidated
damages and any increase in price on such resale shall belong to
the Vendor.
10. (a) The sale and purchase herein is subject to the written
consent of the Lessor in the said Lease No. I/36005A namely, the
Housing and Development Board being obtained.
(b) The Vendor shall withing seven (7) days after the date
of the acceptance of the tender give written notice to the HDB
and extend a copy of the said notice to the Successful Tenderer
of its agreement to sell the property to the Successful Tenderer
on the terms and conditions herein contained and the Successful
Tenderer shall within seven (7) days after the date of the said
contract submit his application to the HDB for the said consent
and at the same time furnish the Vendor or its solicitors with a
copy of such application.
(c) All administrative fees, costs and other expenses for
seeking the said consent or otherwise arising from the
application for the said consent shall be borne by the Successful
Tenderer.
(d) Any terms and conditions imposed by the HDB (including
but not limited to any upward revision in the yearly rent payable
in respect of the Property) pursuant to or in relation to the
Successful Tenderer's application for the HDB's consent shall not
be a ground for the Successful Tenderer to refuse to complete the
sale and purchase herein and the Successful Tenderer shall comply
with all terms and conditions which are imposed on the Successful
Tenderer as conditions for the HDB's consent. For the avoidance
of doubt, a consent given by the HDB on conditions imposed on the
Successful Tenderer shall nevertheless be deemed to be full
consent.
(e) In the event that the Successful Tenderer is unable to
obtain the HDB's consent as at the expiry of the completion date
then the sale and purchase herein shall at the option of either
party hereto be treated as canceled forthwith and the following
conditions are to apply:
(i) If the said inability to obtain the consent of the
HDB is attributed to the Successful Tenderer's fault in not
completing and submitting the requisite forms and documents to
and all particulars and details required by the HDB within the
time provided for in Clause 10(b) above or is otherwise
attributable to the action or omission or any default on the part
of the Successful Tenderer, the deposit shall be forfeited to the
Vendor without prejudice to any other rights of the Vendor;
(ii) if the said inability to obtain the consent of the
HDB is due to the HDB and not to the Successful Tenderer's
default as aforesaid, then the deposit shall be refunded to the
Successful Tenderer without any interest or deductions and
neither party hereto shall have any further claims or demands
against the other, each party bearing its own legal costs and
expenses.
(f) The Successful Tenderer shall use his best endeavor to
obtain the HDB's consent and the Vendor shall give all reasonable
assistance within its power to facilitate the obtaining of such
consent.
11. If any goods and services tax (hereinafter called "GST"
which expression shall include any tax of a similar nature that
may be substituted for it or levied in addition to it) is charged
by the Comptroller of Goods and Services Tax or otherwise becomes
chargeable pursuant to the Goods and Services Tax Act (Cap 117A)
and the regulations thereto on or calculated by reference to the
Purchase Price and other sums (if any) the Successful Tenderer
shall pay all such GST or reimburse the Vendor for the payment of
such GST, as the case may be, in such manner and within such
period as to comply or enable the Vendor to comply with any
applicable orders or directives of the Comptroller of Goods and
Services Tax. The Successful Tenderer shall indemnify the Vendor
and hold the Vendor harmless from any losses, damages, claims,
demands, proceedings, actions, costs, expenses, interests, and
penalties suffered or incurred by the Vendor arising from any
claim, demand proceedings or action that may be made or
instituted by the said Comptroller in respect of such GST and
resulting from any failure or delay on the Successful Tenderer's
part in the payment and discharge of any such GST. The
provisions herein shall not merge in the conveyance/transfer by
the Vendor to the Successful Tenderer.
12. If from any cause whatever (other than the wilful default of
the Vendor) the purchase shall not be completed on the completion
date the Successful Tenderer shall pay to the Vendor interest on
the balance of the purchase price at the rate of ten per cent
(10%) per annum. The Successful Tenderer shall not be entitled
to any compensation for the Vendor's delay unless contumacious.
13. The title to the Property shall be properly deducted but the
Successful Tenderer shall not be entitled to require production
of or raise any objection in respect of title deeds and other
documents not in the Vendor's possession.
14. Every recital or statement contained in any deed or
instrument shall be accepted as conclusive evidence of the matter
or fact recited or stated and no further or other evidence
thereof shall be required nor shall any requisition be made in
respect thereof.
15. The Successful Tenderer shall not be entitled to make any
enquiry, requisition or objection with regard to any
discrepancies in any deed or document of the spelling of the name
of any party thereto or with regard to any renumbering of the
Property.
16. No objection or requisitions shall be made on the ground of
any covenant, acknowledgment or undertaking for the production of
safe custody of any muniments of title being defective or
insufficient or on the ground of the absence of any such
covenants, acknowledgment or undertaking or on the ground of the
inability of the Vendor to trace or procure the production of any
muniments of title.
17. The Property is sold subject to any encroachment and if any
encroachment shall be found to exist the same shall not annul the
sale nor shall any abatement or compensation be allowed in
respect thereof.
18. The Successful Tenderer shall be deemed to have full notice
of the actual state and condition of the Property as regards
access, repair, light, air and drainage and in all other respects
and shall take the property as it is and the Successful Tenderer
shall not be entitled to make or raise any enquiry, requisition
or objection whatsoever in respect thereof.
19. The Property is believed to be and shall be taken as
correctly described and any incorrect statement, error or
omission shall not annul the sale nor shall any abatement or
compensation be claimed by the Successful Tenderer in respect
thereof.
20. The Successful Tenderer shall not require the production of
any certificate of fitness for occupation in respect of the
building/s on the Property or certificate or any other evidence
of numbering or renumbering of the Property or that any building
stands on or within the boundaries comprised in the lot described
and no requisition shall be made in respect thereof.
21. The inability of the Vendor to answer any requisition
because of difficulty in obtaining information from Government or
other authorities shall not be a cause for delay by the
Successful Tenderer in completion of the sale or for refusal to
complete.
22. No objection shall be made on the ground that any deed,
document, Grant of Probate, Letters of Administration or Order of
Court has not been registered under any act ordinance rule or
regulation which requires its registration or on account of any
deed or document being unstamped or insufficiently stamped and
such unregistered or unstamped or insufficiently stamped deed,
document, Probate, Letters of Administration or Order of Court
shall if the Successful Tenderer so requires be registered or
stamped at the expense of the Successful Tenderer but if
registration of any unregistered document cannot be effected no
objection shall be taken to the title on that account.
23. The parties hereto shall be bound by the general conditions
of the sale known as "The Singapore Law Society's Conditions of
Sale 1994" so far as the same are not varied by or inconsistent
with the conditions herein.
24. The terms and conditions herein contained supersede any
information given by the Vendor or Knight Frank Cheong Hock Chye
& Baillieu (Property Consultants) Pte Ltd or any other person and
the same shall solely govern the rights of the Vendor and the
Successful Tenderer. The Vendor does not guarantee and/or assume
any responsibility for the accuracy of the information other than
that in these conditions of Tender. Any error omission or
misdescription (whether or not due to negligence) shall not
vitiate, annul, invalidate or provide grounds for the Successful
Tenderer to rescind the sale and shall not prejudice the rights
of the Vendor hereunder and the Successful Tenderer shall have no
right to claim for damages or any remedy of whatsoever nature.
The Successful Tenderer must satisfy by inspection or otherwise
as to the correctness or accuracy of any information if given
which information does not constitute any part of the terms and
conditions of the sale.
25. In these conditions of Tender where the content admits:
(a) words importing only the singular number include the
plural number and vice versa;
(b) words importing the masculine gender only include the
feminine and neuter gender;
(c) words importing a person import also a firm or a
corporation.
APPENDIX A
VARIATION OF CONDITIONS OF TENDER
The Conditions of Tender shall be deemed to be varied as follows:
1. The words "Subject to the written consent of the Housing and
Development Board being obtained us provided in Clause 10" shall
be deemed to be inserted at the beginning of each of the
following Clauses of the conditions of Tender:
(a) Clause 9(a);
(b) Clause 9(c); and
(c) Clause 12
2. Clause 10(a) of the Conditions of Tender shall be deemed to
be deleted and the following substituted therefor:
"The sale and purchase herein is subject to the written
consent of the Lessor in the said Lease No. I/36005A namely, the
Housing and Development Board being obtained for:
(i) the sale and purchase of the Property; and
(ii) the change of use of the Property for the purpose of
software development and customization and computer related
services."
3. Clause 10(c) of the Conditions of Tender shall be deemed to
be deleted and the following substituted therefore:
"The Vendor shall pay the administrative fees, costs and
other expenses (including goods and services tax thereon) payable
to the HDB for their consent in terms of Clause 10(a)(i) above
and the Successful Tenderer shall pay all other administrative
fees, costs and other expenses (including goods and services tax
thereon) payable to the HDB for their consent in terms of Clause
10(a)(ii)."
4. The following shall be deemed to be inserted at the end of
Clause 10(d) of the Conditions of Tender:
"The Vendor shall withing fourteen (14) days from the date
of any request from the HDB, submit and furnish any documents and
information to the HDB and the Vendor shall comply with all terms
and conditions which are imposed on the Vendor as conditions for
the HDB's consent."
5. The following words shall be deemed to be inserted after the
words "is due to the HDB" in the second line of Clause 10(e)(ii)
of the Conditions of Tender:
"or is due to the failure of the Vendor to furnish any
documents or information to the HDB or is due to the failure of
the Vendor to comply with any of the terms and conditions imposed
on the Vendor by the HDB"
6. Clause 11 of the Conditions of Tender shall be deemed to be
renumbered as Clause 11(a) and the following Clause shall be
deemed to be inserted as a new Clause 11(b):
"Any provision in these Conditions of Tender requiring the
Vendor to refund the deposit to the Successful Tenderer shall be
deemed to include an obligation on the Vendor to refund the GST
(if any) paid thereon."
FORM OF TENDER
To: Smith-Corona Private Limited
c/o Knight Frank Cheong Hock Chye & Baillieu
(Property Consultants ) Pte Ltd
16 Raffles Quay #29-01
Hong Leong Building
Singapore 0104
I/WE, ST Computer Systems & Services Limited
of 750D Chai Chee Road #03-01 Chai Chee Industrial Park Singapore
469004 Hereby offer to purchase from you No. 7, Bedok South Road
Singapore 1646 the Property described in the above conditions of
Tender at the price of Singapore Dollars Twenty Nine million
only.
(S$29,000,000.00 ) subject to the said Conditions of Tender/GST
out above and forward herewith a Cashier's order/Bank Draft in
favour of Smith-Corona Private Limited for Singapore Dollars Two
Hundred Thousand (S$200,000) as Tender Fee. In the event of
my/our offer to purchase being accepted in accordance with the
said Conditions of Tender "I/We will pay the balance of the said
purchase price and carry out and complete the purchase in
accordance with the said conditions of Tender."
In consideration of the sum of Singapore Dollar One (S$1.00)
paid to me/us by you (receipt of which I/we hereby acknowledge)
I/we hereby agree that this offer shall be irrevocable and open
for acceptance until 4:00 p.m. on the 17th day of November 1995.
Dated this Second day of November 1995.
(FOR COMPANIES) as modified and amended by the Variation of
Conditions of Tender attached hereto and
marked Appendix A ("Variation of Conditions
of Tender")
As modified and amended by the Variation of
Conditions of Tender
SIGNATURE AND COMPANY STAMP /s/ Lim Song Joo
----------------------------------
NAME OF COMPANY ST COMPUTER SYSTEMS & SERVICES LTD
----------------------------------
NAME OF SIGNATORY IN BLOCK
LETTERS LIM SONG JOO
----------------------------------
POSITION IN COMPANY MANAGING DIRECTOR
----------------------------------
PLACE OF INCORPORATION SINGAPORE
----------------------------------
ADDRESS OF REGISTERED OFFICE 750D Chai Chee Road
----------------------------------
#03-01 Chai Chee Industrial Park
----------------------------------
Singapore 469004
----------------------------------
TELEPHONE NUMBER 441-2688
----------------------------------
TELEFAX NUMBER 441-2811
----------------------------------
(FOR INDIVIDUALS)
SIGNATURE/S N/A
----------------------------------
NAME/S IN BLOCK LETTERS N/A
----------------------------------
CITIZENSHIP/S N/A
----------------------------------
NRIC/PASSPORT NO/S N/A
----------------------------------
ADDRESS/ES N/A
----------------------------------
----------------------------------
----------------------------------
TELEPHONE NUMBER/S N/A
----------------------------------
TELEFAX NUMBER/S N/A
----------------------------------
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/30/96 | | | | | | | 10-Q |
| For Period End: | | 6/30/96 |
| | 11/2/95 | | 1 |
| List all Filings |
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