|
Announcement Details :
1 INTRODUCTION
The Board of Directors of Focus Point (“Board”) wishes to announce that its wholly-owned subsidiary, Focus Point Vision Care, had on 7 January 2011 completed the acquisition of business and assets of Hightex Vision Sdn Bhd (Company No. 828353-A) (“Hightex Vision” or the “Vendor”) pursuant to the execution of a sale of business and assets agreement entered into between both parties on the even date (“Sale of Business and Assets Agreement”) (“Acquisition”).
2 INFORMATION ON THE VENDOR
Hightex Vision was incorporated in Malaysia under the Companies Act, 1965 (“Act”) on 8 August 2008 as a private limited company and is principally involved in the business of operating professional eye care centres with an outlet located at One Utama Shopping Centre, Lot G15, No. 1, Lebuh Bandar Utama, Persiaran Bandar Utama, Bandar Utama, Damansara, 48300 Petaling Jaya, Selangor (“Opulence 1U Outlet”).
It has an authorised share capital of RM500,000.00 comprising 500,000 ordinary shares of RM1.00 each, of which RM150,000.00 has been issued and fully paid-up.
Based on the latest audited accounts of Hightex Vision for the financial year ended 31 December 2009, it reported a net loss after tax of RM47,766 on the back of revenue of RM1,915,765. The latest management accounts of Hightex Vision for the 11-month financial period ended 30 November 2010 shows that it recorded a net loss after tax of RM84,224 on the back of revenue of RM1,677,751.
The shareholders and directors of Hightex Vision as at the date of this announcement are as follows:
| Name |
No. of shares
|
%
|
| Han Siew Foon |
75,000
|
50.0
|
| Soon Yoke Keng |
75,000
|
50.0
|
| Total |
150,000
|
100.0
|
3 DETAILS OF THE ACQUISITION
3.1 Salient Terms of the Sale of Business and Assets Agreement
3.1.1 Focus Point Vision Care shall acquire from the Vendor, the operations of professional eye care centre at Opulence 1U Outlet, as well as the systems data and licences in connection with the business, together with the trading/closing stocks, optical equipment/machines, computers and furniture and fittings of Opulence 1U Outlet.
3.1.2 The business and assets are acquired free from all encumbrances and on an “as is where is” basis. 3.1 Salient Terms of the Sale of Business and Assets Agreement
3.1.3 The purchase consideration of RM708,271.22 (“Purchase Consideration”) shall be paid in full upon the execution of the Sale of Business and Assets Agreement.
3.1.4 Subject to the payment of the Purchase Consideration, the business and assets (as mentioned in Item 3.1.1 above) shall be transferred and/or assigned from the Vendor to Focus Point Vision Care on the date of execution of the Sale of Business and Assets Agreement.
3.1.5 In the event the Vendor refuse, fail and/or neglect to complete the transaction, Focus Point Vision Care shall be entitled to terminate the Sale of Business and Assets Agreement and Hightex Vision shall return the Purchase Consideration plus a further sum equivalent to ten percent (10%) of the Purchase Consideration as liquidated damages to Focus Point Vision Care.
In the event Focus Point Vision Care is the party in default, the Vendor shall be entitled to forfeit a sum equivalent to ten percent (10%) of the Purchase Consideration paid by the Purchaser to the Vendor.
3.2 Basis of arriving at the Purchase Consideration and liabilities to be assumed
The Purchase Consideration was arrived at on a willing buyer-willing seller basis and after taking into consideration the book value of the assets based on the latest management accounts of the Vendor as at the financial period ended 30 November 2010. There is no liability to be assumed by Focus Point Vision Care in connection to the Acquisition.
3.3 Source of funds
The Purchase Consideration was financed via proceeds raised from the listing of Focus Point on the ACE Market of Bursa Malaysia Securities Berhad. 3.3
4 RATIONALE FOR THE ACQUISITION
The Acquisition is consistent with Company’s expansion plan to increase the number of its professional eye care services outlets in Malaysia. The Company is confident in turning around the financial performance of Opulence 1U Outlet which eventually is expected to contribute positively to the earnings of Focus Point group in the long term.
5 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors, major shareholders of the Company and/or persons connected with them has any interest, direct and/or indirect in the Acquisition.
This announcement is dated 7 January 2011. |
|
