Notes to the
for the year ended 31 December 2016
45. SIGNIFICANT EVENTS
(a) On 27 January 2016, EMSS, a wholly-owned subsidiary of Edgenta Mediserve Sdn. Bhd., has subscribed for 40%
equity interest in Biomedix to provide biomedical engineering maintenance services to hospitals operated by the
Government in the state of Sarawak. Following the transaction, Biomedix is now an associate of EMSS.
(b) On 12 February 2016, UEMSET, a 70% owned subsidiary of Edgenta Township Management Services Sdn. Bhd.,
has subscribed for 70% equity interest in Edgenta TMS. Following the transaction, Edgenta TMS is now a subsidiary
(c) On 6 April 2016, the Company acquired a total of 12,000,000 ordinary shares of RM1.00 each in KFM Holdings
Sdn. Bhd. (“KFM”), representing 80% of the total issued and paid-up share capital of KFM for a total consideration
of up to RM128.0 million satisfied as follows:
(i) Upfront payment of RM92.0 million upon completion of the Shares Sale Agreement as follows:
– cash payment of RM36.0 million, and
– RM56.0 million from the issuance and allotment of 18,122,977 new ordinary share of RM0.25 each in the
Company at an issuance price of RM3.09 per share. The fair value of the shares on the date of issuance is
RM3.57 per share.
(ii) The balance of the RM36.0 million will be disbursed over the next three financial years subject to achievement
of key financial targets as follows:
– deferred cash payment of RM20.0 million upon achievement of targets for financial years ending (“FYE”)
2016, 2017 and 2018, and
– incremental value payment of RM16.0 million upon achievement of specific financial milestones.
After considering the fair value of the shares issued and deferred consideration, the purchase consideration
ammounted to RM125.7 million.
(d) On 23 August 2016, Edgenta PROPEL, a wholly-owned subsidiary of the Company had received the approval from
Ministry of Law and Human Rights of Indonesia confirming the establishment of PT EPI on 22 August 2016, as a
99.6% subsidiary of Edgenta PROPEL. The authorised share capital of PT EPI is USD1.0 million divided into
1,000,000 shares of USD1.00 each and the initial paid-up capital of PT EPI is 250,000 shares having nominal value
in the aggregate amount of IDR3,324.0 million or equivalent to USD0.3 million where each share having a nominal
value of IDR13,296 or equivalent to USD1.00. The intended principal business activities of PT EPI are providing
management consultancy and advisory related to management of roads including toll roads.
(e) On 5 September 2016, the Company acquired one (1) ordinary share of SGD1.00 at par representing the entire
issued and paid-up share capital of Edgenta Singapore for a total cash consideration of SGD1.00 thereby resulting
in Edgenta Singapore becoming a whollyowned subsidiary of the Company. Edgenta Singapore was incorporated
on 30 August 2016 and its intended principal activity is as an investment holding company.