PRG Holdings Berhad Annual Report 2018

34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (i) On 4 May 2018, PRG Healthcare Sdn. Bhd. (formerly known as PRG Ventures Sdn. Bhd.) ("PRGH"), a wholly-owned subsidiary of the Company entered into a shares sale agreement for the proposed acquisition of 55% of the enlarged share capital of PRG Active Sdn. Bhd. (formerly known as S P Chin Healthcare Sdn. Bhd.) for a purchase consideration of approximately RM4.125 million ("SSA"). The Proposed S P Chin Acquisition was completed on 16 July 2018 following the fulfilment of all the conditions precedent of the SSA and the issuance of 4,806,000 Consideration Shares to the Vendors. Accordingly, PRG Active Sdn. Bhd. (formerly known as S P Chin Healthcare Sdn. Bhd.) has became an indirect 55%-owned joint venture of the Company. (ii) On 13 July 2018, PRG Healthcare Sdn. Bhd. (formerly known as PRG Ventures Sdn. Bhd.) ("PRGH"), a wholly-owned subsidiary of the Company entered into a shares sale agreement (“SSA”) with Lin, Shen-Yi (“LSY”) and Loh Pui San (“LPS”) (LSY & LPS shall collectively be referred to as the “Vendors”), Tee Swee Guan (“TSG”), ZA 28 Group Sdn. Bhd. (“ZA”) and Goldbest Venture Sdn. Bhd. (“GV”) (PRGH, TSG, ZA & GV shall collectively be referred to as the “Purchasers”) in respect of the sale and purchase of 1,152,349 ordinary shares equivalent to 41.2% of the issued and paid-up capital of Esther Postpartum Care Sdn. Bhd. (“EPC”), upon the terms and conditions stipulated in the SSA. In conjunction with the SSA, PRGH has on 13 July 2018 entered into a shareholders agreement (“SA”) with the Vendors, TSG, ZA and GV to amongst others, set out the terms governing their relationships as shareholders in EPC and in respect of the management of EPC. Simultaneously with the SSA, the Purchasers have on 13 July 2018 entered into a call option agreement (“COA”) with EPC for the option to subscribe 430,785 new EPC shares equivalent to 13.33% of the enlarged issued and paid up share capital of EPC. The SSA, SA and COA shall collectively be referred to as the “Proposals”. The Proposals are completed on 11 October 2018 following the fulfilment of all the completion obligation of the SSA, SA and COA by respective Parties. The effective shareholding of PRGH in EPC shall be 26.21% following the completion of the SSA and COA. (iii) On 3 October 2018, the Company has disposed 60,480,000 ordinary shares of Hong Kong Dollar (HKD) 0.10 each (“Sale Shares”) to independent third parties, representing 12% equity interest in FHL for a total cash consideration of HKD0.50 (equivalent to RM0.26) per Sale Share. Upon completion of the Proposed Disposal, PRG’s shareholdings in FHL were reduced from 378,000,000 ordinary shares representing 75% to 317,520,000 ordinary shares representing 63%. 35. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD (i) On 21 December 2018, the Company announced that it had entered into a conditional Subscription and Options Agreement with Capital World Limited in relation to the proposed subscription of 265,000,000 new Capital World shares and an option to further subscribe for up to 44,000,000 new Capital World shares by PRG. Following the fulfilment of all the relevant conditions of the Agreement, the Subscription was completed on 14 March 2019. (ii) On 12 March 2019, a sale and purchase agreement (“S&P Agreement”) was entered into among Furniweb Holdings Limited ("FHL"), Triumph Star Global Limited (the “Vendor”) and Ms. Jim Ka Man, the guarantor. Pursuant to the S&P Agreement, FHL has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the entire issued share capital of Meinaide Holdings Group Limited for the consideration of HKD140,000,000, which shall be satisfied by FHL by way of allotment and issue of 56,000,000 shares of FHL at the issue price of HKD2.50 per share to the Vendor or its nominee credited as fully paid upon completion in accordance with the terms and conditions of the S&P Agreement. 163 PRG HOLD I NGS BERHAD notes to the financial statements 31 December 2018 (continued)