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1. INTRODUCTION
The Board of Directors of Focus Point (“Board”) wishes to announce the Company had on 29 March 2012 carry out an internal group reorganisation by entering into a sale of shares agreement with its wholly-owned subsidiary, Focus Point Vision Care Group Sdn Bhd (“FPVCG”) to acquire the entire equity interest in Multiple Reward Sdn Bhd (“MRSB”) for a cash consideration of RM20,503.00 (“Acquisition”). Arising therefrom, MRSB is a direct wholly-owned subsidiary of Focus Point.
2. INFORMATION ON MRSB AND FPVCG
2.1 Information on MRSB
MRSB was incorporated in Malaysia under the Companies Act, 1965 on 22 May 2009 as a private limited company. It ceased its retail business of optical and related products during the financial year 2010 and has since remained dormant. It has an authorised share capital of RM100,000.00 comprising 100,000 ordinary shares of RM1.00, all of which has been issued and fully paid-up. The directors of MRSB as at the date of this announcement are Dato’ Liaw Choon Liang and Datin Goh Poi Eong.
2.2 Information on FPVCG
FPVCG commenced its business under a partnership arrangement in July 1989 under the name of Focus Vision Care Centre and was subsequently incorporated in Malaysia under the Companies Act, 1965 on 30 June 1993 as a private limited company under its present name. It is principally engaged in the operation of professional eye care centres and is also an investment holding company. It has an authorised share capital of RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each, all of which has been issued and fully paid-up. The directors of FPVCG as at the date of this announcement are Dato’ Liaw Choon Liang and Datin Goh Poi Eong.
3. DETAILS OF THE ACQUISITION
3.1 Salient terms of the Agreement
3.1.1 The Company shall acquire from FPVCG the sale shares free from all claims, liens, pledges, charges, encumbrances and any equities whatsoever together with all the rights attached and all dividends, rights and distributions declared, paid or made in respect of the same as at the completion date.
3.1.2 The acquisition shall be completed within seven (7) days after the fulfilment of the following conditions precedent (“Conditions Precedent”):
(a) the approval of the directors of FPVCG
(b) the approval of the directors of the Company
3.1.3 Subject to the due fulfilment of the Conditions Precedent and full payment of the Purchase Consideration, the sale of shares by FPVCG to the Company is on the completion date.
In view of the full payment of the Purchase Consideration made by the Company to FPVCG and the fulfilment of the Conditions Precedent on the date of this announcement, the Acquisition was completed on even date.
3.2 Basis of arriving at the Purchase Consideration
The Purchase Consideration of RM20,503.00 was arrived at after taken into consideration the net assets of MRSB amounting to RM20,503.00 based on the latest management accounts of MRSB as at the financial year ended 31 December 2011.
4. RATIONALE FOR THE ACQUISITION
The Focus Point group intends to venture into the food and beverage business. The Acquisition was undertaken as Focus Point intends to utilise the currently dormant MRSB to spearhead the expansion of the group into the food and beverage business.
5. FINANCIAL EFFECTS
The Acquisition is not expected to have any material effect on the earnings, net assets, share capital, gearing and substantial shareholders’ shareholdings of Focus Point Group for the financial year ending 31 December 2012.
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