128 INFINIO GROUP LIMITED ANNUAL REPORT 2013
ADDITIONAL DISCLOSURE REQUIREMENTS (b)
On 1 March 2007, a writ of summons and a statement of claim were filed against the Company and Auston Institute of Management & Technology Pte Ltd (“AIMT”) by Mr Ng Swee Hua (the “Investor”) in respect of an investment agreement dated 15 December 2005, as amended by a supplementary agreement dated 14 June 2006, (collectively, the “Convertible Bond Agreements”) entered into between the 3 parties (the “Convertible Bond Claim”). Under the Convertible Bond Agreements, in consideration for a loan of S$200,000 (the “Loan”), the Investor subscribed for an S$200,000 worth of unsecured convertible bonds issued by the AIMT (the “Convertible Bonds”) with an option to subscribe for a further S$400,000 worth of convertible bonds by 15 December 2006 (the “Option”) (collectively, the “Subscription Bonds”). The Subscription Bonds were to be convertible into either (i) Shares at the conversion price of S$0.04 per Share, or (ii) ordinary shares of S$1.00 each in the capital of AIMT (“AIMT Shares”) at a prescribed formula, or (iii) a combination of both new Shares and AIMT Shares. Interest was to accrue to the Convertible Bonds from the date of issue at the rate of 3% per annum, payable annually on 31 December each year, until the Convertible Bonds are exercised. By a letter dated 3 November 2006, the Investor conveyed his intention to convert the Loan into 5,000,000 fully paid ordinary shares in the capital of the Company. Under the Statement of Claim, the Investor claimed against the Company and AIMT (i) interest on the Convertible Bonds; (ii) the 5,000,000 ordinary shares in the capital of the Company; (iii) interest thereof; (iv) costs; and (v) such further and/or other relief as the court deems fit and just. The Company and AIMT (“the Defendants”) filed their Defences on 22 March 2007, wherein the Defendants claimed, inter alia, that the Investor was not entitled to the S$200,000 worth of convertible bonds issued by AIMT as certain conditions precedent in the Convertible Bond Agreements were not fulfilled. The Convertible Bond Claim was awarded in favour of the Plaintiff, but the Company has appealed the matter. The appeal has been heard in the Court of Appeal and awarded in favour of the Plaintiff. The Assistant Registrar of the High Court assessed damages payable to the Plaintiff at S$1,482,500 on 28 July 2010, and the Company has since lodged an appeal against the High Court’s award. The Court of Appeal has on 27 May 2011 dismissed the Company’s appeal. The damages have been partial settled by the Company. The outstanding judgment debts and costs of assessment of damages and registrar’s appeal of S$625,728 is due on 13 June 2012. The Company has on 2 July 2012, issued a Cashier’s Order which has been accepted by the Plaintiff on 3 July 2012 as full and final settlement of the outstanding judgment debt, costs and interests due from the Company to the Plaintiff under Suit No 129 of 2007/T.