16. Interest in subsidiaries (continued)
(b) Acquisition of companies in 2011:
During the mnancial year, the Group completed its acquisition in new interests and increased its stake in
several subsidiaries as follows:
(i) On 18 January 2011, Kumpulan Perubatan (Johor) Sdn Bhd (“KPJSB”) entered into a Share Sale Agreement
for the acquisition of:
(i) 100% equity interest in Sibu Medical Centre Corporation Sdn Bhd (“SMCC”) comprising 6,624,944
ordinary share of RM1.00 each for an aggregate purchase consideration of RM26,904,000.
(ii) 100% equity interest in Sibu Geriatric Health & Nursing Centre Sdn Bhd (“SGHNC”) comprising 1,080,000
share for an aggregate purchase consideration of RM1,242,000.
The total purchase consideration paid for the above acquisition was RM28,146,000 and the acquisition
was completed on 6 April 2011.
(ii) On 14 March 2011, KPJSB subscribed for a further 6,999,998 in Pasir Gudang Specialist Hospital Sdn Bhd
by capitalising RM6,999,998 advances made to the company.
(iii) On 15 August 2011, KPJSB subscribed for a further 19,000,000 in Bandar Baru Klang Specialist Hospital
Sdn Bhd by capitalising RM19,000,000 advances made to the company.
(iv) On 9 February 2011, KPJSB acquired a 21% equity investment in Jeta Gardens Waterford Trust (“JGWT”)
at a purchase consideration of RM4,750,000 for cash. The balance of the equity investment in JGWT granted
to KPJSB via a put and call option which is exercisable between 1 July 2011 until 30 November 2011 at an
issue price of AUD1.
On 29 November 2011, Kumpulan Perubatan (Johor) Sdn Bhd exercised the Call Option to acquire 275,704
ordinary shares and 2,481,311 New A Class Convertible Notes of JGWT at AUD equivalent to RM14,250,001
at the exchange rate prevalent on the date of payment.
The effect of the acquisitions on the mnancial results of the Group in the current mnancial year is as follows:
Had the acquisitions took effect at the beginning of the financial year, the revenue and profit of these
companies attributable to the Group would have been RM53,225,506 and RM13,540,771 respectively. These
amounts have been calculated using the Group’s accounting policies and by adjusting the results of the
subsidiaries to renect the additional depreciation and amortisation that would have been charged assuming
the fair value adjustments to property, plant and equipment had applied from 1 January 2011, together with the
consequential tax effect.
Subscription of right issue in subsidiaries (Note (b)(ii) and (b)(iii))
26,000
Acquisition of interests in newly acquired subsidiaries (Note (b)(i) and (b)(iv))
47,146
73,146
Less: Cash and cash equivalents of subsidiaries acquired
(11,078)
Cash outnow of the Group on acquisition of subsidiaries
62,068
2011
RM’000
Revenue
20,124
Operating costs
(17,836)
Promt before tax
2,081
Tax expense
(172)
Promt for the mnancial year
1,909
2011
RM’000
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2011 (continued)
159
ANNUAL REPORT
2011