PRG Holdings Berhad Annual Report 2019

PRG HOLDINGS BERHAD 190 NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2019 cont’d 38. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (continued) (viii) On 8 November 2019, the Company announced that FHL had entered into a subscription agreement with Ignatius International Private Limited (formerly known as JFCA Pte. Ltd.) (“Ignatius”) to subscribe for 35% of the equity interests of Premier Management International Limited (“PMIL”), the wholly-owned subsidiary of FHL at the subscription price of RM6,450,000 (equivalent to approximately HK$12,180,000). (ix) On 4 December 2019, the Company announced that PRG Asset Sdn. Bhd. (“PRG Asset”) had on even date entered into a subscription agreement with MSK Plantation Sdn. Bhd. (“MSK”) and Teh Choon Yean. MSK is principally involved in the business of mixed farming mainly on plantation estate and tropical fruit orchard management. Pursuant to the subscription agreement, PRG Asset had agreed to subscribe for 510 ordinary shares in MSK representing 51% of the equity interests in MSK at the subscription price of RM450. On 10 February 2020, the Company announced that PRG Asset, MSK and Teh Choon Yean had mutually agreed in writing to extend the period for fulfilment of the condition precedent stipulated in the subscription agreement for a further period of three months from 5 February 2020 to 5 May 2020. On 30 April 2020, the Company further announced that PRG Asset, MSK and Teh Choon Yean had mutually agreed in writing to extend the period for fulfilment of the condition precedent stipulated in the subscription agreement for a further period of three months from 6 May 2020 to 6 August 2020. (x) On 13 December 2019, PRG Healthcare Sdn. Bhd. (“PRG Healthcare”), a wholly-owned subsidiary of the Company had entered into a shares sale agreement with Bernard Chin Sze Piaw (“Dr Chin”) to acquire 450 ordinary shares representing 45% of the issued and paid-up share capital of PRG Active Sdn. Bhd. (“PRGA”) from Dr Chin for a purchase consideration of RM1.00. Dr Chin had on 16 December 2019 resigned as a Director in PRGA and pursuant to that, PRG Healthcare has obtained control of the PRGA and investment in PRGA had been transferred from investment in joint venture to investments in subsidiaries. Upon completion of the shares sale agreement on 14 January 2020, PRGA has become a wholly-owned subsidiary of PRG Healthcare. (xi) On 18 December 2019, the Company announced that FHL’s wholly-owned subsidiary, Rich Day Global Limited had on 17 December 2019 proposed to acquire the entire issued share capital of RSI Securities Limited (“RSI Securities”) for a total consideration of HKD8.50 million from RSI Capital Limited (“RSI Capital”). Rich Day Global Limited had on 18 December 2019 entered into an agreement with RSI Capital (as the vendor) and Cheung Hoi Tik Eddie (as the guarantor) for the acquisition. 39. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD (i) On 17 January 2020, the Company announced that PRG Asset Sdn. Bhd. had on even date issued an Information Memorandum to sophisticated investors within the meaning of Section 230 of the Capital Markets and Services Act 2007 for the proposed issuance of irredeemable cumulative convertible preference shares (“ICCPS”). The issuance of ICCPS involves the issuance of up to 30,000,000 ICCPS at an issue price of RM1.00 each. The ICCPS bears a maturity period of 3 years (from the date of ICCPS issue respectively, or until 16 January 2023, whichever is earlier) and a dividend rate of 8% per annum. The ICCPS shall not be listed or quoted on the Main Market of Bursa Securities. The ICCPS are convertible into new ordinary shares of PRG Asset (“PRG Asset Shares”) on the basis of 1 PRG Asset Share for every 1 ICCPS held by the subscriber on the maturity date of the ICCPS. Upon conversion, all the ICCPS shall become PRG Asset Shares and rank equally in all respects with PRG Asset Shares.