NOVA MSC BERHAD
19 May 2010
|Subject||NOVA signs agreement to establish a Joint Venture Company in Brunei Darussalam with Jerudong Park Medical Centre|
|Contents||The Board of Directors of Nova MSC Berhad (“Company”) is pleased to announce that novaHEALTH Pte Ltd (“NOVA”), a wholly owned subsidiary of the Company, has today signed an agreement (“Agreement”) with Jerudong Park Medical Centre (“JPMC”) to establish a joint venture company in Brunei Darussalam (“JV Company”) in the form of a private company limited by shares to focus on the following activities in Brunei Darussalam:
i. business of marketing e-healthcare solutions with the primary focus to re-sell and implement NOVA’s VESALIUS™ HIS products and services to the Centre and other medical and healthcare institutions;
ii. business of providing IT outsourcing and infrastructure system services to the Centre and other targeted medical and healthcare institutions on a commercial viable basis;
iii. business of identifying new initiatives to do joint Research & Development with JPMC, to develop new modules that is complimentary to VESALIUS™ and eventually to sell internationally via NOVA;
Jerudong Park Medical Centre
JPMC is a premium private-hospital operator in Brunei Darussalam that manages and operates Jerudong Park Medical Centre
Salient Terms of the Agreement
Pursuant to the Agreement, NOVA and JPMC principally agreed to record the understanding that
a) The Parties agree that the initial issued and paid-up share capital of the JV Company shall be B$50,000 divided into 50,000 shares of B$ 1.00 each.
b) The Parties further agree that the capital structure of the JV Company shall be as shown below:-
c) The JVCO shall be managed by a Board of Directors that shall consist of four (4) members, two (2) of whom shall be nominated by JPMC and the other two (2) shall be nominated by NOVA.
d) The Chairman of the JV Company shall be appointed by the parties on annual rotation basis, the first Chairman being a Director appointed by JPMC. The Chairman of the JV Company shall have a casting vote.
e) The quorum for a Board of Directors’ meeting shall be three (3) directors.
f) The General Manager of the JV Company shall for the time being be appointed from amongst the Directors nominated by NOVA, until such time the JV Company finds a candidate that is deemed suitable by both Parties
g) NOVA shall be the main sub-contractor of the JV Company for all IT related businesses and to provide the JV Company with pre-sales, project implementation and Second (2nd) level technical maintenance support, as required by the potential opportunities.
The main focus of JV Company is to market and deliver practical Information Technology solutions to the healthcare industry in Brunei Darussalam.
Effects of the Agreement
a) On Share Capital and Substantial Shareholders’ Shareholding
The Agreement will not have any effect on the share capital and substantial shareholders’ shareholding of Company as the Agreement does not involve any allotment or issuance of new shares by the Company.
b) On Earnings Per Share, Net Assets Per Share and Gearing
Prior to execution of any formal subcontractor agreement, the Agreement is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Company for the current financial year ending 30 March 2011.
The Agreement does not require approval from the shareholders of the Company or any relevant authorities.
Directors’ and Major Shareholders’ Interests
None of the other directors and/or major shareholders of Company or persons connected to the directors and/or major shareholders of Company have any interest, direct or indirect in the above transaction except:-
1. Mr Chan Wing Kong, who will be nominated by the Company to be represented in the Board of the new JV Company and hence will be the common director of the Company and new JV Company, and
2. Mr Lai Teik Kin, a director of NOVA, whom will be nominated to be represented in the Board of the new JV Company and hence will be the common director of the NOVA and new JV Company,
Statement by the Board of Directors
The Board of Directors of the Company is of the opinion that the Agreement is in the best interests of the Company.
This announcement is dated 19th May 2010.
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