Circulars

25 April 2023
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED ACQUISITION BY FARM FRESH BERHAD ("FFB") OF 462,739 EXISTING ORDINARY SHARES IN THE INSIDE SCOOP SDN BHD ("TISSB SHARES"), REPRESENTING 53.0% OF THE ENLARGED ISSUED TISSB SHARES AFTER THE COMPLETION OF THE PROPOSALS (AS DEFINED BELOW), FOR A TOTAL PURCHASE CONSIDERATION OF APPROXIMATELY RM68.4 MILLION, SUBJECT TO ADJUSTMENTS, TO BE SATISFIED VIA A COMBINATION OF 13,158,000 NEW ORDINARY SHARES IN FFB ("CONSIDERATION SHARES") AT AN ISSUE PRICE OF RM1.52 PER CONSIDERATION SHARE AND APPROXIMATELY RM48.4 MILLION IN CASH, TOGETHER WITH THE GRANT OF A PUT OPTION BY FFB IN FAVOUR OF EDMUND TAN JUN HUA OVER THE REMAINING TISSB SHARES HELD BY HIM AT ANY POINT IN TIME AFTER THE COMPLETION OF THE PROPOSALS; AND (II) PROPOSED SUBSCRIPTION BY FFB OF 104,771 NEW TISSB SHARES ("SUBSCRIPTION SHARES"), REPRESENTING 12.0% OF THE ENLARGED ISSUED TISSB SHARES AFTER THE COMPLETION OF THE PROPOSALS (AS DEFINED BELOW), FOR A TOTAL SUBSCRIPTION CONSIDERATION OF APPROXIMATELY RM15.5 MILLION AT A SUBSCRIPTION PRICE OF RM147.86 PER SUBSCRIPTION SHARE TO BE SATISFIED ENTIRELY IN CASH (COLLECTIVELY REFERRED TO AS "PROPOSALS")