Farm Fresg entered into agreements with a share purchase agreement with the existing shareholders of The Inside Scoop Sdn Bhd Edmund Tan Jun Hua, Wu Chuang Yang, Derrick, and Harsh Rajpal for the proposed acquisition 53% of the enlarged issued Inside Scoop Shares after for a total purchase consideration of approximately RM68.4 million.
Separately, the group has also proposed a share subscription agreement with TISSB for the proposed subscription of
104,771 new TISSB Shares, representing 12.0% of the enlarged issued TISSB Shares after the completion of the Proposals, for a total subscription consideration of approximately RM15.5 million.
Upon completion of the Proposals, TISSB will become a 65%-owned subsidiary of FFB while the remaining 35.0% equity interest in TISSB will be held by Edmund Tan. FFB and Edmund Tan will, upon the completion of the Proposals, enter into a shareholders’ agreement to regulate the relationship of both parties as shareholders of TISSB.
The Proposed Acquisition involves the acquisition of the Sale Shares, representing 53.0% of the enlarged issued TISSB Shares after the completion of the Proposals, by FFB from the Vendors for the Purchase Consideration to be satisfied in the following manner: RM20 million to be satisfied via the issuance of 13,158,000 new ordinary shares in FFB (“FFB Shares”) at an issue price of RM1.52 per FFB Share and RM48.4 million to be satisfied in cash.
