Announcement Details/Table Section :
1. INTRODUCTION
The Board of Directors of Focus Point (“Board”) wishes to announce that Focus Point Vision Care Group Sdn Bhd, a wholly-owned subsidiary of the Company (“FPVCG”), has on 23 April 2012 entered into three (3) sale of business and asset agreements (“Agreements”) with the following wholly-owned subsidiaries of FPVCG, namely:
(a) Eye-Zed Sdn Bhd (“Eye-Zed”);
(b) Radiant Attraction Sdn Bhd (“Radiant Attraction”); and
(c) Esprit Shoppe Sdn Bhd (“Esprit Shoppe”),
(collectively, the “Vendors”)
for the acquisition of the businesses and assets of the Vendors for a total cash consideration of RM1,122,072.41 (“Acquisitions”).
The Acquisitions are not inter-conditional upon each another.
2. INFORMATION ON FPVCG, EYE-ZED, RADIANT ATTRACTION AND ESPRIT SHOPPE
2.1 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 (“Act”) 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 an investment holding company.
FPVCG 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.
2.2 Information on Eye-Zed
Eye-Zed was incorporated in Malaysia under the Act on 2 April 2008 as a private limited company and commenced operations in April 2008. It is principally involved in the business of operating professional eye care centres with an outlet located at Lot No. GL-11 & GL-12. Ground Floor, Shaw Centrepoint, Jalan Raja Hassan, 41400 Klang, Selangor Darul Ehsan (“Shaw Centrepoint Outlet”).
Eye-Zed has an authorised share capital of RM500,000.00 comprising 500,000 ordinary shares of RM1.00 each, of which RM300,000.00 has been issued and fully paid-up. The directors of Eye-Zed as at the date of this announcement are Dato’ Liaw Choon Liang and Datin Goh Poi Eong.
2.3 Information on Radiant Attraction
Radiant Attraction was incorporated in Malaysia under the Act on 9 March 2005 as a private limited company and commenced operations in March 2005. It is principally involved in the business of operating professional eye care centres with an outlet located at Lot No. 15, Tesco Shah Alam, No. 3, Jalan Aerobik 13/43, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan (“Tesco Shah Alam Outlet”).
Radiant Attraction has an authorised share capital of RM500,000.00 comprising 500,000 ordinary shares of RM1.00 each, of which RM250,000.00 has been issued and fully paid-up. The directors of Radiant Attraction as at the date of this announcement are Dato’ Liaw Choon Liang and Datin Goh Poi Eong.
2.4 Information on Esprit Shoppe
Esprit Shoppe was incorporated in Malaysia under the Act on 29 June 2002 as a private limited company and commenced operations in June 2002. It is principally involved in the business of operating professional eye care centres with an outlet located at Carrefour Shopping Centre Wangsa Maju, Lot No. F2.21A, No. 6, Jalan 8/27A, Section 5, Wangsa Maju, 55300 Kuala Lumpur (“Carrefour Wangsa Maju Outlet”).
Esprit Shoppe has an authorised share capital of RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each, of which RM100.00 has been issued and fully paid-up. The directors of Esprit Shoppe as at the date of this announcement are Dato’ Liaw Choon Liang and Datin Goh Poi Eong.
(The Shaw Centrepoint Outlet, Tesco Shah Alam Outlet and Carrefour Wangsa Maju Outlet are collectively referred to as the “Outlets”)
3. DETAILS OF THE ACQUISITIONS
3.1 Salient terms of the Agreements (the terms of which are common to all three (3) Agreements between FPVCG and the Vendors)
3.1.1 FPVCG shall acquire from the Vendors, the operations of professional eye care centre operated by the Vendors, 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 the Outlets.
3.1.2 The business and assets are to be acquired free from all encumbrances and on an “as is where is” basis.
3.1.3 The breakdown of the total purchase consideration of RM1,122,072.41 payable by FPVCG to the Vendors is as follows:
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RM
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(a)
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Eye-Zed
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206,656.92
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(b)
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Radiant Attraction
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371,742.78
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(c)
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Esprit Shoppe
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543,672.71
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1,122,072.41
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(“Purchase Consideration(s)”).
and shall be payable in full prior to completion of the Proposed Acquisitions.
3.1.4 The Acquisitions shall be completed within seven (7) days after fulfilment of the following conditions precedent (“Conditions Precedent”):
(a) the approval of the board of directors of the Vendors; and
(b) there are no breach by the Vendors of any representations and warranties or any other conditions contained in the Agreements.
3.1.5 Subject to the due fulfilment of the Conditions Precedent and full payment of the Purchase Considerations, the business and assets of the Vendors shall be transferred and/or assigned from the Vendors to FPVCG on the completion date.
3.1.6 Upon completion of the Acquisitions, FPVCG shall offer employment to the employees of the Vendors on terms and conditions which shall be no less favourable than those currently enjoyed by them.
In view of the full payment of the Purchase Consideration made by FPVCG to the Vendors and the fulfilment of the Conditions Precedent on the date of this announcement, the Acquisitions were completed and the business and assets of the Vendors were transferred/ assigned from the Vendors to FPVCG on even date.
3.2 Basis of arriving at the Purchase Considerations and liabilities to be assumed
The Purchase Considerations were arrived at after taking into consideration the book value of the assets based on the latest management accounts of Eye-Zed, Radiant Attraction and Esprit Shoppe as at 5 March 2012, 8 March 2012 and 12 March 2012 respectively.
There are no liabilities to be assumed by FPVCG in connection to the Acquisitions.
3.3 Source of funds
The Purchase Considerations would be financed via internally generated funds of FPVCG.
4. RATIONALE FOR THE ACQUISITIONS
The Acquisitions are part of the internal group reorganisation within Focus Point and its subsidiaries (“Focus Point Group”) with the aim to integrate and streamline all existing chain of professional eye care centres under FPVCG.
The Acquisitions are expected to provide greater flexibility for Focus Point in managing and growing the Outlets in order to achieve greater operational synergies and cost efficiencies for Focus Point Group.
5. FINANCIAL EFFECTS
The Acquisitions are not expected to have any material effect to the earnings, net assets, share capital, gearing and substantial shareholders’ shareholdings of Focus Point Group for financial year ending 31 December 2012.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS AND PERSONS CONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS
None of the Directors, major shareholders of the Company and/or persons connected with them has any interest, direct and/or indirect in the Acquisitions.
This announcement is dated 23 April 2012.
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