36. SIGNIFICANT EVENTS (CONTINUED)
(g) On 3 November 2014, Point Zone (M) Sdn Bhd (“Point Zone”) (a wholly-owned subsidiary of the Company) had received
the authorisation from the Securities Commission Malaysia (the “SC”) to establish the issuance of Islamic Commercial
Papers (“ICP”) pursuant to an ICP programme and Islamic Medium Term Notes (“IMTN”) pursuant to an IMTN programme
collectively known as “Sukuk Programme” up to RM1.5 billion.
The proceeds raised from the Sukuk Programme shall be utilised to refinance the outstanding amount under the existing
Islamic Commercial Papers/Islamic Medium Term Notes Programme of up to RM500.0 million issued by Point Zone or
under a Bridging Loan Facility of up to RM450.0 million (as the case may be); and to advance to the Company to finance
the expansion and working capital requirements of the KPJ group’s healthcare and healthcare related businesses
(including to finance/refinance any borrowings incurred in relation thereto).
The ICP Programme shall have a tenure of 7 years from the first issuance date whilst the IMTN Programme shall have
a tenure of 10 years from the first issuance date. The Sukuk Programme will be secured against a charge and assignment
over the designated account and an irrevocable and unconditional corporate guarantee from KPJ. Both the ICP
Programme and the IMTN Programme will not be rated.
(h) Point Zone (M) Sdn Bhd (“Point Zone”) (a wholly-owned subsidiary of the Company) had on 10 December 2014 redeemed
the entire outstanding amount under the ICP/IMTN Programme.
In this respect, Point Zone (M) Sdn Bhd has cancelled the ICP/IMTN Programme on 16 December 2014 as Point Zone (M)
Sdn Bhd has no intention to reissue the ICP or IMTN under the ICP/IMTN Programme.
(i) On 8 April 2014, Kumpulan Perubatan (Johor) Sdn Bhd, a wholly-owned subsidiary of KPJ, subscribed for 9,999 ordinary
shares of BDT100 each representing 99% of the issued and paid up share capital of KPJ Dhaka Pte Limited for a total
cash consideration of BDT999,900 (equivalent to approximately RM41,556).
(j) On 22 September 2014, Kumpulan Perubatan (Johor) Sdn Bhd, a wholly-owned subsidiary of KPJ, acquired 100% equity
interest in UTM KPJ Specialist Hospital Sdn Bhd (previously known as Fabricare Holdings (Johor) Sdn Bhd) for a cash
consideration of RM2.
37. SUBSEQUENT EVENTS
(a) On 27 February 2015, the Board announced that pursuant to Paragraph 6.43(1) of the Listing Requirements, the effective
date for the ESOS and the Restricted Issue has been fixed on 27 February 2015, being the date of submission of the
following documents in relation to the ESOS to Bursa Securities:-
i.
Final By-Laws
ii.
Resolutions passed by the shareholders of KPJ at the extraordinary general meeting of the Company held on
25 November 2014.
The Board has also fixed the issue price at RM3.64 per share representing a discount of approximately ten percent (10%)
or RM0.40 to the five (5)-day volume weighted average market price of KPJ Shares up to and including 26 February 2015
of RM4.04, being the market day immediately preceding the price-fixing date.
On 13 March 2015, the Company completed the placement of 17,509,000 new ordinary shares of RM0.50 each in KPJ at
an issue price of RM3.64 per placement share representing approximately 62.53% of the total number of Placement
Shares available under the Restricted Issue. Accordingly, the Restricted Issue is deemed completed.
286
KPJ Healthcare Berhad annual report
2014
Notes to the
Financial Statements
For the financial year ended 31 December 2014 (continued)
