42
JUMBO GROUP LIMITED
Notes to the Combined
Financial Statements
As at 30 September 2015
1
GENERAL (cont’d)
(e)
Sub-Division of shares (cont’d)
Following the completion of the Sub-Division, the shareholders of the Company are as follows:
Shareholders
Number of shares
Shareholding (%)
JBO
371,582,400
80.1
Mr. Tan Gee Jian
42,254,900
9.1
Mr. See Boon Huat
28,169,800
6.1
Mr. Koh Ah Say @ See Boon Chye
14,084,700
3.0
Other Employees
(1)
7,838,000
1.7
463,929,800
100.0
(1)
Comprises 16 employees of the Group, each holding between 0.04% and 0.24% of the Company’s post-invitation share capital.
(f)
Transfer of fellow co-operative venturers’ interests
The Group entered into various agreements with (i) Palm Beach Seafood Restaurant Pte Ltd; (ii) DWKB LLP; (iii) Mr. Ng Kok
Kiang; and (iv) Mr. Chua Seng Chong and/or Mdm. Chan Hwee Eng (as the administrator of the estate of Mr Chua Seng Chong
(collectively, the “Fellow Co-operative Venturers”) to transfer, inter alia, the remaining interests which the Group did not hold in
each of Jumbo Seafood (Riverside), Jumbo Seafood Gallery, JPOT (Vivocity) and Chui Huay Lim Teochew Cuisine. Subsequent
to year end, the Group paid an aggregate consideration of approximately $3.73 million, with the consideration satisfied by the
allotment and issue of an aggregate of 13,476,200 new shares at $0.25 per share (“Issue Price”) and $0.36 million cash to the
Fellow Co-operative Venturers.
(g)
Acquisition of remaining shares in Ng Ah Sio Investments Pte. Ltd.
The Group entered into an agreement with NSH Holdings Pte. Ltd. to, inter alia, acquire 49.0% of the equity interests in Ng Ah
Sio Investments Pte Ltd from NSH Holdings Pte. Ltd. Subsequent to the year end, the Group paid an aggregate consideration of
$0.81 million via the issuance of 3,594,000 new shares at a discount of 10.0% to the Issue Price.
Basis of preparation of the combined financial statements
The Group resulting from the above Restructuring Exercise is regarded as a continuing entity as the Group is ultimately controlled by
the common shareholders both before and after the Restructuring Exercise. Accordingly, although the Company is only incorporated on
4 February 2015, the combined financial statements of the Group have been prepared using the principles of merger accounting on the
basis that the Restructuring Exercise transfers the equity interest in the combining entities under the common control to the Company
has been effected for the years ended 30 September 2014 and 2015.
Details of the Company’s subsidiaries and co-operative ventures are as follows:
Name of subsidiaries and
co-operative ventures
Principal activities
Country of
incorporation
and operation
Effective equity
interest of the
Company
2015
2014
%
%
Subsidiaries held by the Company
Jumbo Seafood Pte. Ltd.
(1)
Operation and management of restaurants and
investment holding
Singapore
100
100
Jardine Enterprise Pte Ltd
(1)
Investment holding
Singapore
100
100
Subsidiary held by
Jumbo Seafood Pte. Ltd.
Jumbo Group of Restaurants
Pte. Ltd.
(1)
Operation and management of restaurants
and investment holding
Singapore
100
100
