HC Surgical Specialists : Announcement Pursuant to Rule 706A of the Catalist Rules Download PDF

HC SURGICAL SPECIALISTS LIMITED

Incorporated in the Republic of Singapore

Registration No. 201533429G

ANNOUNCEMENT PURSUANT TO RULE 706A OF THE CATALIST RULES

The Board of Directors (the "Board") of HC Surgical Specialists Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce the following transactions that occurred during the half year ended 30 November 2020, pursuant to Rule 706A of the SGX-ST Listing Manual Section B: Rules of Catalist:-

1. INCORPORATION OF SOLE PROPRIETORSHIP
   Incorporation of a sole proprietorship, HC Endoscopy & Piles Centre (TPY)
   The Company had on 8 September 2020 incorporated a sole proprietorship in Singapore known as HC Endoscopy & Piles Centre (TPY) ("HCTPY") for the provision of medical services.
   HCTPY is owned by Hougang Clinic Pte. Ltd. ("HGG"), a wholly-owned subsidiary of the Company.
   HCTPY has set up an endoscopy centre in Toa Payoh Central.
2. ACQUISITION
   Acquisition of 51% equity interest in GMH Endoscopy & Surgery Pte. Ltd.
   The Company had on 20 April 2020 entered into an agreement (the "Agreement") to acquire 51% of the total issued and paid-up share capital of GMH Endoscopy & Surgery Pte. Ltd. ("GMHES") for a total purchase consideration of S$765,000 (the "Purchase Consideration") (the "Proposed Acquisition"). Following the completion of the Proposed Acquisition on 16 June 2020, GMHES became a subsidiary of the Company.
   The Purchase Consideration was arrived at on a willing buyer willing seller basis, taking into account the future potential of GMHES and the synergistic benefits for the Group. The total Purchase Consideration had been satisfied in full in the following manner: (i) S$575,880 cash payment; and (ii) the transfer of 480,000 treasury shares of the Company (the "Consideration Shares"), issued at an issue price of S$0.394 for each Consideration Share, being a price equal to the volume weighted average price of the issued and paid-up ordinary shares of the Company ("Shares") of S$0.394 per Share based on the trades done on the Shares on 20 April 2020, being the full market day preceding the date of the Agreement. As at the date of the announcement on 20 April 2020, GMHES had yet to commence operations and had a paid-up share capital consisting of 100 ordinary shares of S$1.00 each and a net asset value of S$100.
   Please refer to the Company's announcements dated 20 April 2020, 16 June 2020 and 7 July 2020 in relation to this acquisition for more information.

By Order of the Board

Dr. Heah Sieu Min

Executive Director and Chief Executive Officer

13 January 2021

About HC Surgical Specialists Limited

HC Surgical Specialists Limited (the "Company") was incorporated on 1 September 2015 in Singapore and listed on Catalist of the Singapore Exchange Securities Trading Limited on 3 November 2016. The Company, its subsidiaries and associated company are a medical services group primarily engaged in the provision of endoscopic procedures, including gastroscopies and colonoscopies, and general surgery services with a focus on colorectal procedures across a network of 18 clinics located throughout Singapore.

This announcement has been prepared by the Company and reviewed by the Company's sponsor, Novus Corporate Finance Pte. Ltd. (the "Sponsor"), in compliance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made, or reports contained in this announcement.

The contact person for the Sponsor is Mr. Pong Chen Yih, Chief Operating Officer, at 9 Raffles Place, #17-05 Republic Plaza Tower 1, Singapore 048619, telephone [phone].