NOVA MSC BERHAD
31 July 2024
| Type | Announcement |
| Subject | OTHERS |
| Description | Nova MSC Berhad (NOVAMSC or Company) Signing of Share Subscription Agreements in Dex-lab and Eyris |
Reference is made to the Company’s announcements dated 19 April 2024 in relation to the Term Sheets with Jostar VCC (“Jostar”), and the Company’s announcements dated 10 May 2024 in relation to the Term Sheets with Mark Investment Group VCC (“MIG”) (“Announcements”). Unless otherwise defined, all defined terms and abbreviations used in this announcement shall carry the same meaning as those defined in the Announcements.
1. Introduction
The Board of Directors of NovaMSC wishes to announce the following: –
(I) A share subscription agreement (“SSA1”) between Dex-Lab Pte. Ltd. (“Dex-Lab”), a 60% owned subsidiary of the Company, Jostar and MIG had been signed today.
Salient Terms of the SSA1
The SSA1, inter alia, provides for the following: –
(a) Jostar and MIG (collectively known as “Investors”) agreed to subscribe for, and Dex-lab agrees to allot and issue to the Investors, the number of Subscription Shares set opposite its name below, in consideration for the total Subscription Consideration of S$10 million (equivalent to RM34.6 million) set opposite their names below:
| Name of Investor | Number ofSubscription Shares | Subscription Consideration(S$) |
|---|---|---|
| Jostar | 16.666 | 5,000,000 |
| MIG | 16,666 | 5,000,000 |
(b) Jostar and MIG have independently evaluated the merits of its decision to subscribe to the share of Dex-lab.
(c) Upon completion, the new shareholding structure will be as follows:
| Shareholders | No. of Shares | Percentage (%) |
| NOVAMSC | 60,000 | 45.00 |
| Loh Guan Huat Sunny | 40,000 | 30.00 |
| Jostar | 16,666 | 12.50 |
| MIG | 16,666 | 12.50 |
| Total | 133,332 | 100.00 |
(d) Dex-lab will continue to be a 45% directly-owned subsidiary of NOVAMSC as NOVAMSC control the composition of the board of directors of Dex-lab.
(e) The obligations of the Parties under the SSA1 are subject to and conditional upon: –
- Dex-lab’s shareholders and its board of directors approving by resolution the issue of the Subscription Shares to the Investors (or its nominee) in accordance to agreed Subscription Consideration;
- The approval of the board of directors of the Investors for the subscription by the Investors of the Subscription Shares;
- Satisfactory completion of a legal and financial due diligence on Dex-lab by the Investors.
- Agreement to a new shareholders agreement between the Dex-lab’s existing shareholders and the Investors
(f) The Subscription Shares shall rank pari passu in all respects with the existing Dex-lab shares in issue.
(g) The Completion of the SSA1 shall take place within 60 days of execution of the SSA1 or such other date as may be mutually agreed between the Parties.
(II) A share subscription agreement (“SSA2”) between EyRIS Pte. Ltd. (“Eyris”), a 42% indirectly owned subsidiary of the Company, and the Investors had been signed today.
Salient Terms of the SSA2
The SSA2, inter alia, provides for the following: –
(a) The Investors agreed to subscribe for, and Eyris agrees to allot and issue to the Investors, the number of Subscription Shares set opposite their names below, in consideration for the total Subscription Consideration of USD 10 million (equivalent to RM46.5 million) set opposite their names below: –
| Name of Investor | Number of Subscription Shares | Subscription Consideration(US$) |
|---|---|---|
| Jostar | 22,625 | 5,000,000 |
| MIG | 22,625 | 5,000,000 |
(b) Jostar and MIG have independently evaluated the merits of its decision to subscribe to the share of Eyris.
(c) Upon completion, the new shareholding structure will be as follows: –
| Shareholders | No. of Shares | Percentage (%) |
| Novahealth Pte Ltd | 76,000 | 33.59 |
| Swift Lucent Investments Pte Ltd * | 63,000 | 27.84 |
| Jostar Investment VCC | 22,625 | 10.00 |
| Mark Investment Group VCC | 22,625 | 10.00 |
| Wong Tien Yin | 8,000 | 3.54 |
| Ting Shu Wei | 8,000 | 3.54 |
| Ethan Teo Yi De | 8,000 | 3.54 |
| Janice Lee Mong Li | 8,000 | 3.54 |
| Gavin Tan Siew Wei | 5,000 | 2.21 |
| Lim Yong San Gilbert | 2,000 | 0.88 |
| Haslina Beinte Hamzah | 1,000 | 0.44 |
| Xu Dejiang | 1,000 | 0.44 |
| Cheung Yim Lui | 1,000 | 0.44 |
| Total | 226,250 | 100.00 |
* Jointly owned by Mr Loh Guan Huat Sunny and Mr Lai Teik Kin
(d) Following the completion, Eyris will become an associate company of NOVAMSC.
(e) The obligations of the Parties under the SSA2 are subject to and conditional upon: –
- Eyris’ shareholders and its board of directors approving by resolution the issue of the Subscription Shares to the Investor (or its nominee) in accordance to agreed Subscription Consideration;
- The approval of the board of directors of the Investors for the subscription by the Investors of the Subscription Shares;
- Satisfactory completion of a legal and financial due diligence on Eyris by the Investors.
- Agreement to a new shareholders agreement between the Eyris’ existing shareholders and the Investors
(f) The Subscription Shares shall rank pari passu in all respects with the existing Eyris’ shares in issue.
(g) The Completion of the SSA2 shall take place within 60 days of execution of the SSA2 or such other date as may be mutually agreed between the Parties.
2. Rationale
NOVAMSC view the signing of SSA1 and SSA2 to raise funds at the subsidiaries level as beneficial as it helps distribute the financial responsibility of the subsidiaries’ operations, thereby reducing the overall risk for our shareholders. Additionally, it serves as external validation of the subsidiaries’ value and potential.
3. Approval Required
SSA1 and SSA2 are not subject to the approval of other relevant authorities or the shareholders of NOVAMSC.
4. Effect of SSA1 and SSA2
(a) Share Capital
The signing of the SSA1 and SSA2 will not have any effect on the issued and paid-up share capital of NOVAMSC as it does not involve issuance of new NOVAMSC Shares.
(b) Substantial Shareholders’ Shareholding
The signing of the SSA1 and SSA2 will not have any effect on the substantial shareholdings in NOVAMSC as it does not involve issuance of new NOVAMSC Shares.
(c) Net Asset and Gearing
The signing of SSA1 and SSA2 will not have any material effect on the net assets and gearing of NOVAMSC.
(d) Earnings and earnings per Share (“EPS”)
Barring any unforeseen circumstances, the signing of SSA1 and SSA2 are not expected to have a material effect on the earnings of NOVAMSC for the financial year ending 31 March 2025.
5. Directors’ and Substantial Shareholders’ Interest
Save as disclosed above, none of the Directors and/or Substantial Shareholders of NOVAMSC and/or persons connected with such Directors or Substantial Shareholders have any interest, either directly or indirectly, in the signing of SSA1 and SSA2.
6. Statement by Directors
The Board of Directors of NOVAMSC is of the opinion that the signing of SSA1 and SSA2 are in the best interest of NOVAMSC.
This announcement is dated 31 July 2024.
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