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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS CAREPLUS GROUP BERHAD ("CAREPLUS" OR THE "COMPANY") PROPOSED JOINT VENTURE BETWEEN CAREPLUS AND ANSELL SERVICES (ASIA) SDN BHD ("PROPOSED JOINT VENTURE")

CAREPLUS GROUP BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
CAREPLUS GROUP BERHAD ("CAREPLUS" OR THE "COMPANY")

PROPOSED JOINT VENTURE BETWEEN CAREPLUS AND ANSELL SERVICES (ASIA) SDN BHD ("PROPOSED JOINT VENTURE")

UOB Kay Hian Securities (M) Sdn Bhd (“UOBKH”), on behalf of the Board of Directors of Careplus (“Board”), wishes to announce that Careplus had, on 5 February 2020 entered into a joint venture arrangement with Ansell Services (Asia) Sdn Bhd (“Ansell” or the “JV Partner”) via the following:-

  1. a conditional share purchase agreement entered into between Careplus and Ansell for the disposal of 50% equity interest in Careplus (M) Sdn Bhd (“CMSB”), consisting of 14,550,000 ordinary shares in CMSB (“CMSB Share(s)”), to Ansell for an indicative total consideration of approximately RM26.81 million, subject to adjustments, to be satisfied entirely by cash (“Proposed Disposal”);

  2. a proposed shareholders’ agreement to be entered into between Careplus, Ansell and CMSB to govern the rights, duties, liabilities and obligations to each other as shareholders in relation to the operation of CMSB as a joint venture between Careplus and Ansell upon completion of the Proposed Disposal which also includes, amongst others, a further subscription of new CMSB Shares, at a collective consideration of up to RM21.0 million by Careplus and Ansell in equal proportions; and

  3. in conjunction with the SPA, an options agreement entered into between Careplus and Ansell, whereby Careplus agrees to grant Ansell (a) a call option to buy and to require Careplus to sell all the CMSB Shares held by Careplus after completion of the Proposed Disposal, and (b) a put option for Ansell to sell and to require Careplus to buy all the CMSB Shares held by Ansell after the completion of the Proposed Disposal

(collectively referred to as the “Proposed Joint Venture”)

 

Further details of the Proposed Joint Venture are set out in the attachment.

           

 

This announcement is dated 5 February 2020. 




Please refer attachment below.



Announcement Info

Company Name CAREPLUS GROUP BERHAD
Stock Name CAREPLS
Date Announced 05 Feb 2020
Category General Announcement for PLC
Reference Number GA1-05022020-00078




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