36. SIGNIFICANT EVENTS (CONTINUED)
(c) Kumpulan Perubatan (Johor) Sdn Bhd (“KPJSB”) has on 16 October 2014 signed a Memorandum of Understanding
(“MOU”) with Pelaburan Hartanah Berhad (“PHB”) and Nadayu Properties Berhad (“NPB”) for the proposed development
and leasing of a purpose-built hospital building to be known as the “KPJ Damansara Specialist Hospital II” by PHB to
KPJSB. The Parties shall execute three (3) agreements, namely Agreement (“SPA”), the Agreement to Lease (“ATL”) and
Lease Agreement (“LA”) (collectively known as “Definitive Agreements”).
The Definitive Agreements shall be executed within six (6) months from the date of MOU execution.
(d) Disposal by Puteri Specialist Hospital (Johor) Sdn Bhd (“PSH”) of two (2) pieces of land
On 8 August 2012, PSH, a subsidiary of the Company, proposed to dispose two (2) pieces of lands, both situated in the
town of Johor Bahru, District of Johor Bahru, State of Johor to Al-‘Aqar Healthcare REIT (“Al-‘Aqar”) for a total
consideration of RM3,590,000 to be fully satisfied in cash.
The proposed disposal was completed on 18 November 2014.
(e) Acquisition by Kumpulan Perubatan (Johor) Sdn Bhd of 100% equity in BDC Specialist Hospital Sdn Bhd (“BDCSHSB”)
On 6 November 2013, KPJSB entered into a conditional Share Sale Agreement with Usaha Cendera Sdn Bhd (formerly
known as Usaha Cendera Cerah Sdn Bhd) for the acquisition of 2 ordinary shares of RM1.00 each in BDCSHSB which is
equivalent to 100% of the equity of BDCSHSB for a total cash consideration of RM16,516,144. BDCSHSB is the registered
owner of all that parcel of leasehold land described as Lot 18807 Block 11, Muara Tebas Land District located at Stampin,
Kuching, Sarawak measuring approximately 1.918 hectares. Henry Butcher in their valuation report dated 11 December
2012 has valued the Land based on the market value of RM16,590,000.
Upon the completion of the Proposed Acquisition, BDCSHSB will be a wholly-owned subsidiary of KPJSB.
The proposed acquisition was completed on 10 February 2014.
(f) On 21 October 2014, the Board of Directors announced that KPJ Healthcare Berhad (“KPJ”) propose to undertake the
following:-
i.
Establishment of an employees’ share option scheme of up to 10.0% of the enlarged issued and paid-up share
capital of KPJ, to be granted to eligible directors and employees of KPJ and its subsidiaries (“KPJ Group”), which
are not dormant (“Proposed ESOS”);
ii.
Restricted Issue via Section 132D of the Companies Act, 1965 of up to 28,000,000 new ordinary shares of RM0.50
each in KPJ, representing approximately 2.5% of the issued and paid-up share capital, to selected resident
consultants of KPJ Group (“Proposed Restricted Issue”); and
iii. Amendment to the Articles of Association of KPJ pursuant to the Proposed ESOS (“Proposed Amendment”).
The Proposed Amendment involves the amendment to Article 3(2)(d)(ii) of the Article of Association of KPJ to allow
for the granting of options to the non-executive Directors pursuant to the Proposed ESOS.
The listing proposals was submitted to Bursa Malaysia Securities Berhad (“Bursa Securities”) on 23 October 2014.
Subsequently, on 31 October 2014, RHB Investment Bank, on behalf of the Board, announced that Bursa Securities had
resolved to approve the listing and quotation for up to ten percent (10%) of the issued and paid up share capital of KPJ
to be issued pursuant to the exercise of ESOS Options under Proposed ESOS and up to 28,000,000 Placement Shares
pursuant to the Proposed Restricted Issue on the Main Market of Bursa Securities, subject to the conditions as set out
in Circular to shareholder dated 4 November 2014.
285
Notes to the
Financial Statements
For the financial year ended 31 December 2014 (continued)
KPJ Healthcare Berhad annual report
2014
