Company Name
Stock Name
Date Announce
: STEMLIFE BERHAD (ACE Market)
: STEMLFE
: 27th April 2011
Type
Subject
: Announcement
: Others
Description
: INVESTMENT IN HSC HEALTHCARE SDN BHD (“HSC”)
PROPOSED RESTRUCTURING OF HSC
The Company wishes to announce that HSC has proposed to restructure the HSC
Group by transferring all its interests in HSC to a special purpose vehicle, HSC
Healthcare Limited, an exempted company incorporated in the Cayman Islands.
1.
INTRODUCTION
By a Subscription Agreement made the 8th day of December, 2005 with HSC
StemLife agreed to subscribe for 6,452,000 ordinary shares in HSC of par
value of RM0.10 for a total consideration of RM6,000,360 representing 6.87%
of the enlarged issued and paid-up capital of HSC and this transaction was
completed in April 2006.
On 1 August 2006, HSC issued an additional 36,130,000 new ordinary shares
and a bonus issue of 7 new ordinary shares for 10 existing ordinary shares.
The Company’s interest in HSC was reduced to 4.96% of the total enlarged
issued and paid-up capital of HSC.
The substantial shareholders of HSC now propose to restructure the HSC
Group by incorporating an exempted company, HSC Healthcare Limited, in
the Cayman Islands to acquire 100% of the issued and paid-up capital of
HSC from its existing shareholders through a Share Sale Agreement for a
total consideration of NT$837,397,032.80 to be satisfied by the issuance of
48,685,874 new ordinary shares (par value NT$10) in HSC Healthcare
Limited at an issue price of NT$17.20 per share.
2.1
Information on HSC Healthcare Limited (“HSCL”)
HSCL was incorporated in the Cayman Islands on 10 January 2011 as an
exempted company. The authorized share capital of HSCL is
NT$6,000,000,000 divided into 600,000,000 ordinary shares of NT$10 each
of which one (1) ordinary share is issued and fully paid-up.
2.2
Information on HSC Healthcare Sdn Bhd (“HSC”)
HSC is an investment holding company with an authorized share capital of
RM50,000,000 divided into 500,000,000 ordinary shares of which
221,139,400 ordinary shares have been issued and fully paid-up. The
shareholders of HSC and their respective interests are as follows:
Shareholders
No. of shares held
Cardiology Associates Sdn Bhd (331301-U)
%
135,796,000 61.41
Sinocap Sdn Bhd (500278-U)
44,625,000 20.18
Billennium Capital Sdn Bhd (771282-P)
29,750,000 13.45
StemLife Berhad (566770-D)
10,968,000
4.96
221,139,400
100
TOTAL
The directors of HSC are Dr. Soo Chee Siong and Dr. Lim Yin Chow.
HSC has nine subsidiary companies and three associate companies, viz:
Name
Principal Activities
Issued
Paid-Up
Capital
and Percentage
Holdings
(%)
HSC
Medical Own and operate a RM2,402,122
Centre (KL) Sdn heart,
medical
and
Bhd
diagnostic center
100
Biomarkers
Bhd
100
Sdn Research
development,
manufacturing,
distribution
marketing
biotechnology
healthcare-related
products
eCardiac Sdn Bhd
and RM500,000
and
of
and
Research
and RM300,000
development,
manufacturing,
distribution
and
marketing of medical
related
information
technology
HSC
Clinical Testing laboratory
Laboratories Sdn
Bhd
100
RM300,000
100
HSC
Integrative Provision of traditional RM500,000
Medicine Sdn Bhd Chinese
medical
consultation, diagnosis
and
acupuncture,
distribution and trading
of health supplement
food and beverages
100
HSC Development Investment
holding, RM3,000
Sdn Bhd
property
development,
advertising
and
promotional campaigns
100
HSC
Properties Letting of property
Sdn Bhd
RM2,500,000
100
Nation
Sdn Bhd
RM100,000
100
one-stop RM500,000
100
Kinetics Investment holding
HSC Centre For Operating a
Sight Sdn Bhd
eye center
Signature
International
Berhad
3.
Investment holding
RM60,000,00
0
Tonik Asia Group Investment holding
Sdn Bhd
RM500,000
ISEC
(Ampang) Ophthalmology Centre
Sdn Bhd
RM1,000,000
Details of HSC’s Restructuring
HSC Healthcare Limited (“HSCL”), an exempted company incorporated in the
Cayman Islands with an issued and paid up capital of NT$10 will acquire all
the existing issued and paid-up shares in HSC Healthcare Sdn Bhd for a total
consideration of NT$837,397,032.80 to be satisfied by the issuance of
48,685,874 new ordinary shares of par value NT$10 each in HSCL at an
issue price of NT$17.20 to the existing shareholders of HSC. The sale
consideration is based on the NTA of HSC as at 31 December 2010.
StemLife will sell its 4.96% interest (10,968,400 HSC shares) in HSC for
NT$41,534,886.80 (RM4,153,488.68) in return for 2,414,819 ordinary shares
of NT$10 each in HSCL, representing 4.96% of the proposed enlarged capital
of HSCL.
Name
Company
No.
Cardiology Associates 331301-U
Sdn Bhd
Sinocap Sdn Bhd
500278-U
No. of Sale % of Sale No. of Shares
Shares
Shares
Entitled
as
Purchase
Consideration
135,796,000
61.41%
29,897,996
44,625,000
20.18%
9,824,809
Billenium Capital Sdn 771282-P
Bhd
StemLife Berhad
566770-D
29,750,000
13.45%
6,548,250
10,968,400
4.96%
2,414,819
Total
221,139,400
100%
48,685,874
4.
Financial Effects of the Restructuring
The restructuring of HSC will result in StemLife recording a profit on its
investment in HSC of RM622,750. However, this will have no material effect
on the net assets and gearing of the Company for the financial year ending
31 December 2011.
The original cost of the investment was RM6,000,360 and the book value of
the investment as at 31 December 2010 after an impairment charge is
RM3,530,738.
5.
Rationale for the Proposed restructuring
The proposed restructuring of HSC is in line with the major shareholders’ plan
to undertake an Initial Public Listing of the HSC in a regional stock Exchange.
6.
Shareholders’ Approval
The restructuring of the investment in HSC is not subject to the approval of
the shareholders of the Company or any regulatory authorities.
7.
Directors’ and Substantial Shareholders’ Interests
None of the Directors and substantial shareholders of the Company or
person(s) connected to them have any interest, direct or indirect, in the
Proposed Restructuring.
8.
Directors’ Statement
The Directors of the Company, having considered all aspects of the Proposed
Restructuring of HSC, are of the opinion that the Proposed Restructuring of
HSC is in the best interest of the Company.
9.
ACE Market Listing Requirement
To the best knowledge of the Board, the Proposed Restructuring of HSC has
not departed from any of the ACE Market Listing Requirement.
10.
Estimated Time Frame for Completion
The Proposed Restructuring of HSC is expected to be completed by 30 June
2011.