ISEC Propose Acquisition Of 100% Equity Interest in Southern Specialist Eye Centre

1. INTRODUCTION 

The Board of Directors (the “Board”) of ISEC Healthcare Ltd. (the “Company”, and together with its subsidiaries, collectively the “Group”) wishes to announce that its wholly owned subsidiary, ISEC Sdn. Bhd. (“ISECSB” or the “Purchaser”) had on 17 October 2015 entered into a sale and purchase agreement (“SPA”) with the following third parties, all of whom are independent of the Group :

(a) Yeo Kim Chuan (“ Dr Yeo”);
(b) Yang Phei Hua (“Mrs Yeo”);
(c) Wong Yew Meng (“Dr Wong”); and
(d) Liu Han Seng (“Dr Liu”),

(collectively, the “Vendors”) pursuant to which ISECSB had agreed to acquire the entire issued and paid-up share capital of Southern Specialist Eye Centre Sdn . Bhd. (Company No.: 1113344-M) (“SSEC”) from the Vendors (the “Proposed Acquisition”), further details of which are set out below in this announcement.

Following the completion of the Proposed Acquisition (“Completion”), SSEC will become a wholly owned subsidiary of ISECSB.

2. INFORMATION RELATING TO THE VENDORS AND SSEC

The Vendors are all residents of Malaysia and they are professional eye surgeons. Save for Mrs Yeo who is the spouse of Dr Yeo, the Vendors are not related to each other.

The shareholding breakdown in SSEC is as follows:

Name Number and Percentage Shareholdings
Dr Yeo 70,000 ordinary shares (70%)
Mrs Yeo 15,000 ordinary shares (15%)
Dr Wong 10,000 ordinary shares (10%)
Dr Liu 5,000 ordinary shares (5%)
Total 100,000 (100%)

SSEC is a private limited company incorporated in Malaysia in October 2014 and its registered office is at 48 Jalan Kota Laksamana, 2/15 Taman Kota Laksamana, Seksyen 2, Melaka, Malaysia 75200. SSEC’s sole business is that of operating specialist eye clinics. Dr Yeo, Dr Wong and Dr Liu are the resident consultant ophthalmologists of SSEC’s clinic. They were previously resident consultant ophthalmologist of K.C. Yeo Eye Specialist Clinic Sdn. Bhd. (“KCYESC”), which had an ophthalmology practice for 9 years since 2006 until 31 December 2014 when KCYESC transferred KCYESC’s ophthalmology business segment (the

Note: Unless otherwise stated, the exchange rate used in this announcement is based on S$1:RM3.02 as at the business day preceding the date of the SPA

“Segment”) to SSEC. In view of the aforementioned, the historical financial information of SSEC (prior to 1 January 2015) for the purpose of the Proposed Acquisition was prepared based on the Segment results in the unaudited adjusted and normalised accounts of KCYESC for the financial year ended 31 December 2014 (“FY2014”). The unaudited adjusted and normalised net asset value of the Segment was RM2,200,000 as at 31 December 2014. The entire issued and paid-up share capital of SSEC comprises 100,000 ordinary shares of RM1.00 each (the “Sale Shares”) with a total issued and paid-up share capital of RM100,000.

To read the full announcement, please click on the link below.