ANNUAL REPORT 2015
41
Notes to the Combined
Financial Statements
As at 30 September 2015
1
GENERAL
The Company (Registration No. 201503401Z) is incorporated in the Republic of Singapore with its principal place of business and
registered office at 7 Kaki Bukit Road 1, #05-01/02, Singapore 415937. The financial statements are expressed in Singapore dollars.
The principal activity of the Company is that of an investment holding company.
The principal activities of the subsidiaries are disclosed below.
The Restructuring Exercise
The Company and Group underwent the following as part of its planned listing on the Catalist Board (“Catalist”) of the Singapore
Exchange Securities Trading Limited (“SGX-ST”):
(a)
Incorporation of the Company
The Company was incorporated on 4 February 2015 in the Republic of Singapore in accordance with the Companies Act as a
private company limited by shares with an issued and paid-up share capital of $2 comprising one share held by each of Mr. Ang
Kiam Meng and Mdm. Jacqueline Tan Yong Chuan.
(b)
Restructuring Deed
The shareholders of Jumbo Seafood Pte. Ltd. (“JSPL”) and the shareholders of Jardine Enterprise Pte Ltd (“JEPL”) executed a
restructuring deed dated 12 August 2015 (“Restructuring Deed”).
Pursuant to the Restructuring Deed, the parties agreed, inter alia, to procure:
(i)
the declaration and payment of the proposed Conditional Interim Dividend (as described below);
(ii)
the completion of the proposed Share Swap (as described below); and
(iii)
the completion of the issue of shares to the Fellow Co-operative Venturers and non-controlling interests (as described
below).
(c)
Conditional Interim Dividend
Conditional interim tax exempt dividends were declared out of the profits available for distribution of (i) JSPL to the JSPL
shareholders; (ii) JEPL to the JEPL shareholders; and (iii) Ng Ah Sio Investments Pte Ltd to its shareholders on a date not later
than five (5) business days after the date of determination of the issue price of the new shares to be issued for the initial public
offer (“IPO”) of the Company (the “Conditional Interim Dividend”).
The Conditional Interim Dividend of $51.7 million will be paid on a date within five (5) business days after the Company is
admitted to Catalist.
(d)
Share Swap
Pursuant to an agreement between the Company, the JSPL shareholders and the JEPL shareholders dated 12 August 2015,
the Company acquired all of the issued and paid-up share capital of JSPL and JEPL for an aggregate purchase consideration
of $5.4 million, based on a willing buyer-willing seller basis, with the consideration satisfied by the allotment and issue of an
aggregate of 725,330 new shares to the JSPL shareholders, and an aggregate of 325,872 new shares to the JEPL shareholders
(the “Share Swap”). Further, the JEPL shareholders and certain JSPL shareholders directed certain new shares to be issued and
allotted to JBO Holdings Pte Ltd (“JBO”) instead.
(e)
Sub-Division of shares
On 19 October 2015, the shareholders of the Company approved the sub-division of 1,051,204 shares in the capital of the
Company into 463,929,800 shares (the “Sub-Division”).
