SHAREHOLDERS
The shareholders of our Company and their respective direct shareholdings immediately before and after the Invitation are set out below:–
Before Invitation After Invitation Number of Shares % Number of Shares % Directors
Ong Chu Poh(1), (2)
10,789,850 12.0 10,789,850 9.8
Koh Hin Ling(1), (2)
2,700,017 3.0 2,700,017 2.5
Dr Vasoo Sushilan(3)
— — — —
Tay Joo Soon(3)
— — — —
Wong Kook Fei(3)
— — — —
Substantial Shareholders (5% or more) other than Directors
EMCH(1), (2)
71,756,133 80.0 63,756,133 58.1 Employees (47 persons) 1,370,000 1.5 1,370,000 1.2 Others (three persons) 3,140,000 3.5 3,140,000 2.9 Public (including Reserved Shares) — — 28,000,000 25.5 89,756,000 100.0 109,756,000 100.0
Notes:–
(1) Mr Ong Chu Poh and Mdm Koh Hin Ling are husband and wife. They are therefore deemed interested in each other’s shareholdings in the Company.
(2) EMCH is an investment holding company which is a wholly-owned subsidiary of TMI Holdings. Mr Ong Chu Poh and Mdm Koh Hin Ling hold 95.6% and 4.4% of the shareholdings in TMI Holdings respectively. They are deemed interested in the Shares of our Company held by EMCH by virtue of their shareholdings in TMI Holdings.
(3) Dr Vasoo Sushilan, Mr Tay Joo Soon and Mr Wong Kook Fei, our Independent Directors, will be allocated 200,000, 200,000, and 100,000 Reserved Shares respectively. If they subscribe for the said Reserved Shares, they may dispose of, or transfer all or part of their shareholdings in our Company after our admission to the Official List of the SGX- Sesdaq.
VENDOR
EMCH, our substantial shareholder, will offer 8,000,000 Vendor Shares pursuant to the Invitation. Details of EMCH and its shareholdings prior to and after the Invitation are as follows:–
No. of Shares held No. of Shares held Name before the Invitation No. of Vendor Shares after the Invitation
EMCH 71,756,133 8,000,000(1) 63,756,133
16 Bukit Timah Avenue Singapore 589666
Note:–
MORATORIUM
To demonstrate their commitment to our Group, each of Mr Ong Chu Poh, Mdm Koh Hin Ling and EMCH who will collectively own 77,246,000 Shares representing approximately 70.4% of our Company’s issued share capital immediately after the Invitation, has undertaken not to sell, transfer, assign or otherwise dispose of any part of his/her/its interests in our Company for a period of six months from our Company’s date of admission to the Official List of the SGX-Sesdaq (the “Initial Period”) and for a period of six months after the Initial Period, not to sell, transfer, assign or otherwise dispose of more than 50% of each of their respective shareholdings held in our Company immediately after the Invitation.
The shareholder of EMCH, namely TMI Holdings, which owns 100% of EMCH, has undertaken not to dispose of or transfer any part of its interest in EMCH for a period of 12 months from the date of our Company’s admission to the Official List of the SGX-Sesdaq.
The shareholders of TMI Holdings, namely Mr Ong Chu Poh and Mdm Koh Hin Ling, who collectively own 100% of TMI Holdings, have each undertaken not to dispose of or transfer any part of their respective interests in TMI Holdings for a period of 12 months from the date of our Company’s admission to the Official List of the SGX-Sesdaq.
RESTRUCTURING EXERCISE
To streamline and rationalise our corporate structure and shareholding structure, the Restructuring Exercise was carried out.
1. Pursuant to sale and purchase agreement dated 23 October 2002, our Company acquired from EMCH the entire issued and paid-up share capital of the following companies wef 1 April 2002:–
(a) 2 ordinary shares of S$1.00 each in the capital of Econ Medicare at a consideration of S$24,317. The purchase consideration was satisfied by the issue of 24,317 ordinary shares of S$1.00 each as fully paid at par in the capital of our Company. The said purchase consideration of S$24,317 was based on the audited NTA of Econ Medicare of S$24,317 as at 31 March 2002.
(b) 2 ordinary shares of S$1.00 each in the capital of Econ Careskill at a consideration of S$2. The purchase consideration was satisfied by the issue of 2 ordinary shares of S$1.00 each as fully paid at par in the capital of our Company. Econ Careskill had net tangible liabilities of S$5,850 as at 31 March 2002 arising from pre-operating expenses.
(c) 100,000 ordinary shares of S$1.00 each in the capital of ENH at a consideration of S$904,609. The purchase consideration was satisfied by the issue of 904,609 ordinary shares of S$1.00 each as fully paid at par in the capital of our Company. The said purchase consideration of S$904,609 was based on the audited NTA of ENH of S$904,609 as at 31 March 2002.
(d) 50,000 ordinary shares of S$1.00 each in the capital of Econ Ambulance at a consideration of S$330,659. The purchase consideration was satisfied by the issue of 330,659 ordinary shares of S$1.00 each as fully paid at par in the capital of our Company. The said purchase consideration of S$330,659 was based on the audited NTA of Econ Ambulance of S$330,659 as at 31 March 2002.
(e) 10,000 ordinary shares of S$1.00 each in the capital of Sunnyville at a consideration of S$385,781. The purchase consideration was satisfied by the issue of 385,781 ordinary shares of S$1.00 each as fully paid at par in the capital of our Company. The said purchase consideration of S$385,781 was based on the audited NTA of Sunnyville of S$385,781 as at 31 March 2002.
2. Our Company also acquired 58 Braddell Road, Singapore 359905 and 53 Choa Chu Kang Road, Singapore 689385 for a total consideration of S$9,500,000 based on a valuation by DTZ Debenham Tie Leung (SEA) Pte Ltd as at 1 April 2002. The said consideration was satisfied by:–
(a) the issue of 2,660,000 ordinary shares of S$1.00 each as fully paid at par in the capital of our Company;
(b) the repayment of S$1,927,000 owed by EMCH to our Company (the said S$1,927,000 was previously owed by EMCH to ENH, Sunnyville and Econ Ambulance and assigned by ENH, Sunnyville and Econ Ambulance to our Company pursuant to the sale and purchase agreement dated 23 October 2002); and
(c) cash amounting to S$4,913,000 raised through bank loans.
Pursuant to the acquisition, the construction agreement for Braddell Centre has also been assigned to us and we will bear the total cost of construction amounting to approximately S$1.92 million. We have also reimbursed EMCH for prior piling costs of approximately S$0.32 million as at 31 October 2002.
3. Mr Ong Chu Poh transferred an aggregate of 36,600 ordinary Shares of S$1.00 each to 49 persons comprising 47 employees of our Group and two other individuals in appreciation of their past contributions to our Group.
GROUP STRUCTURE
Our Group structure before the Restructuring Exercise is as shown below:–
Our Group structure after the Restructuring Exercise and prior to listing is as shown below:–
Notes:–
(1) EMCH is an investment holding company which is a wholly-owned subsidiary of TMI Holdings. Mr Ong Chu Poh and Mdm Koh Hin Ling hold 95.6% and 4.4% of the shareholdings in TMI Holdings respectively.
(2) Refers to 47 employees and three other individuals as shown in the “Shareholders” section on page 66 of this Prospectus.
EMCH(1)
Econ Medicare Econ Careskill ENH Econ
Ambulance Sunnyville
Koh Hin Ling
Ong Chu Poh Others(2)
80% 12% 3% 5% Econ Healthcare 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% EMCH Econ Medicare Econ Careskill ENH Econ Ambulance Sunnyville (1)
Subsidiaries
The details of our Company’s subsidiaries are as follows:– Effective Issued and interest Date and place paid-up owned by
Name of company of incorporation capital our company Principal business Econ Medicare 30 January 1999 S$2 100% Providing healthcare and
Republic of Singapore rehabilitation services
Econ Careskill 9 September 2000 S$2 100% Currently dormant. Its proposed Republic of Singapore activities are providing human
resource recruitment and training services and conducting
accredited nursing care and skill training programmes
ENH 30 August 1994 S$100,000 100% Providing nursing home
Republic of Singapore services
Econ Ambulance 14 April 1994 S$50,000 100% Providing ambulance services Republic of Singapore
Sunnyville 3 December 1996 S$10,000 100% Providing nursing home services Republic of Singapore