News

1. INTRODUCTION 

The Board of Directors of Focus Point (“Board”) wishes to announce that its wholly-owned subsidiary, Focus Point Management Sdn Bhd (“Focus Point Management”), has in the ordinary course of business entered into, and is estimated to continue entering into the following RRPT:




Related party	Nature of transaction	Actual aggregate value incurred from Listing Date* to 31 December 2010	Estimated aggregate value to be incurred from 1 January 2011 to 2nd annual general meeting (“AGM”)	Estimated aggregate value to be incurred from 2nd AGM to the next AGM
Focus Point Vision Care Group (HP) Sdn Bhd (“Focus Point Vision Care (HP)”)	Licensing fees paid to Focus Point Management	RM44,000	RM52,000^	RM125,000^


Notes:

* 23 August 2010, being Focus Point’s listing date on the ACE Market of Bursa Malaysia Securities Berhad (“Listing Date”) (“Bursa Securities”).

^ These estimated values have been arrived at after taking into account the management’s forecast on transaction values which have been undertaken and anticipated. Nevertheless, the above estimates may vary from the actual amounts and are subject to changes.

Focus Point Vision Care (HP) was incorporated in Malaysia under the Companies Act, 1965 on 26 January 1996 as a private limited company under its present name. As at the date of this announcement, it has an authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which RM80,003 has been issued and fully paid-up.

Focus Point Vision Care (HP) is principally engaged in the operation of professional eye care centres, which includes the provision of eye care and refraction services, dispensing of prescription eyewear, provision of ophthalmic laboratory services and retailing of eyewear and eye care products. 

As at the date of this announcement, the directors of Focus Point Vision Care (HP) are Chong Thiam Woon, Dato’ Liaw Choon Liang (a director and substantial shareholder of Focus Point) (“Dato’ Liaw”) and, Dato’ Liaw’s brother, Liaw Choon Kuan. The shareholders of Focus Point Vision Care (HP) as at the date of this announcement are as follows:

On 1 May 2010, Focus Point Vision Care, Focus Point Management and Focus Point Vision Care (HP) entered into three separate non-exclusive licensing agreements (“Agreements”) where Focus Point Vision Care agreed to grant to Focus Point Vision Care (HP) the license to conduct its business of operating professional eye care centres using the following trademarks at the following premises:

(a) Lot LG25, Holiday Plaza, Taman Century, 80250 Johor Bahru, Johor under the Focus Point trademark;

(b) Lot LG83 & 99, Holiday Plaza, Taman Century, 80250 Johor Bahru, Johor under the Focus Point trademark; and

(c) Lot LG28, Holiday Plaza, Taman Century, 80250 Johor Bahru, Johor under the Opulence trademark.

In consideration of the rights granted under the Agreements, Focus Point Vision Care (HP) shall pay to Focus Point Management a fee equivalent to two per centum (2%) of the gross turnover of Focus Point Vision Care (HP) payable on or before the seventh (7^th) day of each calendar month.

The Agreements came into effect from the aforementioned date and shall continue in full force and effect for the next five (5) years. The parties may further renew the Agreements for a subsequent term of five (5) years by mutual agreement.

Subject to the terms of the Agreements, Focus Point Vision Care may terminate the Agreements if Focus Point Vision Care (HP) fails to comply with the terms and provisions of the Agreements.

The terms of the Agreements were established on a negotiated basis between the parties.

The RRPT is necessary for day-to-day operations and is in the ordinary course of business of the Focus Point and/or its subsidiaries (“Group”).  

Save for Dato’ Liaw and his spouse, Datin Goh Poi Eong (“Datin Goh”), none of the Directors and/or major shareholders of the Company and/or persons connected with them has any interest, direct and/or indirect in the RRPT.

Apart from this RRPT, Focus Point Vision Care (HP) purchases eye wear and eye care products from Focus Point amounting to RM517,000 between the Listing Date to 31 December 2010 and an estimated RM567,000 to be incurred from 1 January 2011 to 2^nd AGM. Shareholders’ ratification will be sought at the upcoming AGM for the purchase of eye wear and eye care products between Focus Point Vision Care (HP) and Focus Point via a circular to the shareholders of Focus Point to be issued by the Company later.

7. FINANCIAL EFFECTS OF THE RRPT 

The RRPT has been and will be entered into as part of the ordinary course of business of the Focus Point Group, and is therefore expected to enhance the earnings and net assets of the Group. The RRPT will not have any material effect on gearing, share capital and substantial shareholders’ shareholdings of the Group.

The Audit Committee of Focus Point has reviewed the terms of the RRPT and is of the view that the RRPT is:

i) in the best interest of the Group;

ii) fair, reasonable and on normal commercial terms; and 

iii) not detrimental to the interest of the minority shareholders of Focus Point.  

Save for Dato’ Liaw and Datin Goh, the Board of Focus Point, having considered the terms of the RRPT, is of the view that the RRPT is:

i) in the best interest of the Group;

ii) fair, reasonable and on normal commercial terms; and  

iii) not detrimental to the interest of the minority shareholders of Focus Point.  

The highest percentage ratio applicable to the RRPT under Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Securities is 0.27%. As such, the RRPT is not subject to the approval of shareholders of Focus Point and/or any relevant authority.