Qualitas Medical Group Limited

Transcription

1 CIRCULAR DATED 19 APRIL 2011 THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS OF QUALITAS MEDICAL GROUP LIMITED AND THE ADVICE OF COLLINS STEWART PTE. LIMITED, THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT DIRECTORS OF THE COMPANY. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by Qualitas Medical Group Limited ( QMGL or the Company ). If you are in any doubt in relation to this or as to the action you should take, you should consult your stockbroker, bank manager, accountant, solicitor, tax adviser or other professional adviser immediately. If you have sold or transferred all your shares in the capital of the Company, you should immediately forward this Circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This Circular has been prepared by the Company and its contents have been reviewed by the Company s sponsor, United Overseas Bank Limited (the Sponsor ), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Sponsor has not independently verified its contents. The Circular has not been examined or approved by the SGX-ST. The SGX-ST and the Sponsor assume no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this Circular. The contact person for the Sponsor is Mr Khong Choun Mun, Managing Director, Corporate Finance, at 80 Raffles Place, #03-03, UOB Plaza 1, Singapore or telephone number: (65) Qualitas Medical Group Limited (Company Registration No.: H) (Incorporated in the Republic of Singapore on 28 September 2007) CIRCULAR TO SHAREHOLDERS in relation to the VOLUNTARY CONDITIONAL OFFER by CIMB BANK BERHAD, SINGAPORE BRANCH for and on behalf of QUALITAS HEALTHCARE HOLDINGS LIMITED (Company Registration No W) (Incorporated in the Republic of Singapore) to acquire all the issued and paid-up ordinary shares in the capital of the Company other than those Shares (as defined herein) held, directly or indirectly, by the Offeror (as defined herein) Independent Financial Adviser to the Independent Directors of the Company COLLINS STEWART PTE. LIMITED (Company Registration No D) (Incorporated in the Republic of Singapore) SHAREHOLDERS SHOULD NOTE THAT THE OFFEROR, THROUGH AN ANNOUNCEMENT MADE ON 11 APRIL 2011, HAS EXTENDED THE CLOSING DATE UNTIL 5.30 P.M. (SINGAPORE TIME) ON 18 MAY 2011 (THE CLOSING DATE ). ACCORDINGLY, SHAREHOLDERS WHO WISH TO ACCEPT THE OFFER MUST DO SO BY 5.30 P.M. ON THE CLOSING DATE.

2 TABLE OF CONTENTS PAGE DEFINITIONS... 2 CAUTIONARY NOTE... 6 INDICATIVE TIMETABLE... 7 LETTER TO SHAREHOLDERS INTRODUCTION THE OFFER IRREVOCABLE UNDERTAKINGS INFORMATION ON THE OFFEROR AND ARRANGEMENTS WITH CONSORTIUM SHAREHOLDERS RATIONALE FOR THE OFFER AND OFFEROR S INTENTIONS FOR THE COMPANY EXEMPTION RELATING TO DIRECTORS RECOMMENDATION ADVICE AND RECOMMENDATION ACTION TO BE TAKEN BY SHAREHOLDERS OVERSEAS SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT APPENDIX 1: LETTER FROM COLLINS STEWART PTE. LIMITED TO THE INDEPENDENT DIRECTORS OF QUALITAS MEDICAL GROUP LIMITED APPENDIX 2: ADDITIONAL GENERAL INFORMATION ON THE COMPANY APPENDIX 3: EXTRACTS FROM THE ARTICLES OF ASSOCIATION OF THE COMPANY APPENDIX 4: AUDITED FINANCIAL STATEMENTS OF THE GROUP FOR FY

3 DEFINITIONS For the purpose of this Circular, the following definitions apply throughout unless the context otherwise requires or unless otherwise stated: Acceptance Threshold : Shall have the meaning ascribed to it in section 2.4 of this Circular Act : The Companies Act, Chapter 50 of Singapore, as amended or modified from time to time Articles : The Articles of Association of the Company Catalist : The sponsor-supervised listing platform of the SGX-ST Catalist Rules : Section B of the Listing Manual dealing with the rules of Catalist CAV : Commerce Asset Ventures Sdn Bhd, a Shareholder which holds directly an aggregate of 21,737,670 Shares constituting 15.36% of the Shares CDP : The Central Depository (Pte) Limited CIMB : CIMB Bank Berhad Circular : This Circular issued to Shareholders dated 19 April 2011 in relation to the Offer CKPF : Commerce-KPF Ventures Sdn Bhd, a Shareholder which holds directly an aggregate of 14,024,303 Shares constituting 9.91% of the Shares Closing Date : 5.30 p.m. (Singapore time) on 18 May 2011 or such other later date(s) as may be announced from time to time by or on behalf of the Offeror Code : The Singapore Code on Take-overs and Mergers Company or QMGL : Qualitas Medical Group Limited Concert Parties : Parties acting in concert with the Offeror for the purposes of the Offer Directors : The directors of the Company as at the Latest Practicable Date DMC : Dr Marcus Cooney DMCA : Dr Marcus Cooney & Associates Pte Ltd DMCA Acquisition : The acquisition by QHI of a 75 per cent. equity interest in DMCA from the DMCA Vendor DMCA Consideration Shares : The new Shares allotted and issued by QMGL on 29 March 2011 to DMC as the authorised nominee of the DMCA Vendor pursuant to the terms of the DMCA SPA DMCA SPA : The sale and purchase agreement dated 24 December 2009 entered into between QHI, DMC, the DMCA Vendor and DMCA in relation to the DMCA Acquisition 2

4 DEFINITIONS DMCA Vendor : Ms Angela Alice Cooney Dr Ameen : Dr Noorul Ameen Bin Mohamed Ishack, the Chairman and Managing Director of QMGL and a Shareholder who holds directly an aggregate of 18,686,762 Shares constituting 13.20% of the Shares FAA : Form of Acceptance and Authorisation for the Offer Shares which forms part of the Offer Document and which is issued to Shareholders whose Shares are deposited with CDP FAT : Form of Acceptance and Transfer for the Offer Shares which forms part of the Offer Document and which is issued to Shareholders whose Shares are not deposited with CDP FY : Financial year ended or, as the case may be, ending 31 December Group or QMGL Group : The Company, its subsidiaries and associated companies HQ : Healing Quest IFA or CSPL : Collins Stewart Pte. Limited IFA Letter : The letter from CSPL to the Independent Directors dated 19 April 2011, as set out in Appendix 1 to this Circular Independent Directors : The Directors who are independent for the purpose of making recommendation to the Shareholders in respect of the Offer, namely, Messrs Chaw Chong Foo and Dato Dr Samsudin Bin Hussain Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 12 April 2011 Level of Acceptances Announcement : Shall have the meaning ascribed to it in section 3.2 of this Circular Listing Manual : The listing manual of the SGX-ST in force as at the Latest Practicable Date Market Day : A day on which the SGX-ST is open for trading of securities Mr Karim : Karim Tajdin Mohamed Ali Dhala, the Executive Director of QMGL and a Shareholder who holds directly an aggregate of 813,767 Shares in the Company constituting 0.57% of the Shares New Offeror Shares : New ordinary Shares in the capital of the Offeror to be issued pursuant to the Offer Offer : The voluntary conditional offer by CIMB, for and on behalf of the Offeror, to acquire all the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT Offer Announcement : Announcement dated 15 March 2011 issued by CIMB, for and on behalf of the Offeror, in relation to the Offer 3

5 DEFINITIONS Offer Announcement Date : 15 March 2011, being the date of the Offer Announcement Offer Document : The offer document dated 5 April 2011 issued by CIMB, for and on behalf of the Offeror, in respect of the Offer, including the FAA and the FAT, and any other document which may be issued by or on behalf of the Offeror to amend, revise, supplement, or update such offer document from time to time Offer Consideration : S$0.35 in cash for each Offer Share or New Offeror Shares or a combination of both cash and New Offeror Shares as set out in paragraph 2.1 of the Offer Document Offer Shares : All the Shares in issue other than those Shares held, directly or indirectly, by the Offeror as at the date of the Offer Offer Unconditional Announcement : Shall have the meaning ascribed to it in section 2.4 of this Circular Offeror : Qualitas Healthcare Holdings Limited Offeror Shares : Shall have the meaning ascribed to it in section 4 of this Circular Overseas Shareholders : Shareholders whose addresses are outside Singapore, as shown in the register of members of the Company or, as the case may be, in the records of the CDP, and Overseas Shareholder means any one of them per cent or % : Per centum or percentage QHI : Qualitas Healthcare International Sdn Bhd S$ and cents : Singapore dollars and cents, respectively SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : Holders of Shares, including persons whose Shares are deposited with CDP or who have purchased Shares on the SGX-ST Shares : Issued and paid-up ordinary shares in the capital of the Company SIC : Securities Industry Council of Singapore Subscription : Shall have the meaning ascribed to it in section 4 of this Circular Subscription Agreement : The subscription agreement dated 14 March 2011 entered into between Dr Ameen, Mr Karim, HQ and the Offeror in connection with the Offer Undertaking Shareholders : Comprises CAV, CKPF, Dr Ameen, Mr Karim, DMC and Key Undertaking Shareholders The expression acting in concert shall have the meaning ascribed to it in the Code. The term Depositor shall have the meaning ascribed to it in Section 130A of the Act. 4

6 DEFINITIONS Words importing the singular shall, where applicable, include the plural and vice versa and words importing one gender shall include the other gender. References to persons shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be disregarded in construing thiscircular. Any discrepancies in figures included in this Circular between the amounts shown and the total thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be arithmetic aggregation of the figures that precede them. References to you, your and yours in this Circular are, as the context so determines, to the Shareholders (including persons whose Offer Shares are deposited with CDP or who have purchased Offer Shares on the SGX-ST). Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined in the Act, the Listing Manual or the Code or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Act, the Listing Manual or the Code or any statutory modification thereof, as the case may be, unless the context otherwise requires. The terms subsidiary and related corporation shall have the meanings ascribed to them respectively in Section 5 and Section 6 of the Act. Any reference to a time of day and date in this Circular is made by reference to Singapore time and date, unless otherwise stated. In this Circular, reference to total issued Shares of the Company is, unless otherwise stated, to 141,559,396 Shares as at the Latest Practicable Date. In this Circular, where parts of the Offer Document are reproduced, references to the Latest Practicable Date shall mean 31 March 2011, being the latest practicable date prior to the printing of the Offer Document. Extracts reproduced in their entirety from the Offer Document are set out in italics and quotation marks. Terms not defined in this Circular are as stated in the Offer Document. 5

7 CAUTIONARY NOTES All statements other than statements of historical facts included in this Circular are or may be forwardlooking statements. Forward-looking statements include but are not limited to those using words such as seek, expect, anticipate, estimate, believe, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as will, would, should, could, may and might. These statements reflect the Company s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forwardlooking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders should not place undue reliance on such forward-looking statements, and the Company assumes no obligation to update publicly or revise any forward-looking statements. 6

8 INDICATIVE TIME TABLE Date of despatch of Offer Document : 5 April 2011 Date of despatch of Offeree Circular : 19 April 2011 Closing Date : 5.30 p.m. on 18 May 2011 Date of settlement of consideration on : the Offer (i) (ii) in respect of acceptances of the Offer which are complete and valid in all respects and are received on or before the date on which the Offer becomes or is declared to be unconditional in all respects, within 10 days of that date; or in respect of acceptances which are complete and valid in all respects and are received after the Offer becomes or is declared to be unconditional in all respects, but before the Offer closes, within 10 days of the date of such receipt. 7

9 LETTER TO SHAREHOLDERS QUALITAS MEDICAL GROUP LIMITED (Company Reg. No H) (Incorporated in the Republic of Singapore) Directors Registered Office Dato Dr Noorul Ameen Bin Mohamed Ishack 19 Keppel Road (Chairman and Managing Director) #03-10 Jit Poh Building Karim Tajdin Mohamed Ali Dhala (Executive Director) Singapore Chaw Chong Foo (Lead Independent Director) Raja Noorma Binti Raja Othman (Non-Independent Non-Executive Director) Muhammad Azraini Bin Abdul Hamid (Non Independent Non-Executive Director) Dato Dr Samsudin Bin Hussain (Independent Director) 19 April 2011 To: The Shareholders of Qualitas Medical Group Limited Dear Sir/Madam VOLUNTARY CONDITIONAL OFFER BY CIMB, FOR AND ON BEHALF OF THE OFFEROR, FOR ALL THE OFFER SHARES 1. INTRODUCTION 1.1 Offer Announcement The Company refers to its earlier announcement of 15 March On the Offer Announcement Date, CIMB announced, for and on behalf of the Offeror, that the Offeror intends to make a voluntary conditional offer for all the Shares in the capital of the Company, other than those Shares held, directly and indirectly, by the Offeror as at the date of the Offer. A copy of the Offer Announcement is available on the website of the SGX-ST at Offer Document Shareholders should have by now received a copy of the Offer Document, despatched on 5 April 2011, setting out, inter alia, the terms and conditions of the Offer. The principal terms and conditions of the Offer are set out in paragraph 7 and Appendix 2 of the Offer Document. Shareholders are advised to read the terms and conditions of the Offer set out in the Offer Document carefully. 1.3 Purpose of this Circular The purpose of this Circular is to provide relevant information to the Shareholders pertaining to the Offer and to set out the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in relation to the Offer. Shareholders should read the Offer Document, this Circular and the Letter from Collins Stewart Pte. Limited, the IFA to the Independent Directors, set out in Appendix 1 to this Circular and consider carefully the recommendation of the Independent Directors and the advice of the IFA before deciding whether or not to accept the Offer. If you are in any doubt about the Offer, you should consult your stockbroker, bank manager, accountant, solicitor, tax adviser or other professional adviser immediately. 8

10 LETTER TO SHAREHOLDERS 2. THE OFFER Based on the information set out in the Offer Document, CIMB has, for and on behalf of the Offeror, made the Offer to acquire the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and FAT on the following basis: 2.1 Offer Consideration The consideration for the Offer (the Offer Consideration ) will be either in cash or New Offeror Shares or a combination of both cash and New Offeror Shares in the following proportions: (i) (ii) (iii) (iv) S$0.35 in cash for each Offer Share (the Cash Consideration ); OR 50 per cent. in the form of cash at the Cash Consideration and 50 per cent. in the form of the Securities Consideration, with fractions of each New Offeror Share to be disregarded and the cash to be rounded down to the nearest cent (the Combination 50/50 Cash and Securities Consideration ); OR 25 per cent. in the form of cash at the Cash Consideration and 75 per cent. in the form of the Securities Consideration, with fractions of each New Offeror Share to be disregarded and the cash to be rounded down to the nearest cent (the Combination 25/75 Cash and Securities Consideration ); OR one New Offeror Share for each Offer Share (the Securities Consideration ). Fractions of a New Offeror Share will be disregarded and will not be issued to any holder of Offer Shares who accepts the Offer. The New Offeror Shares are not listed on any securities exchange. Accordingly, Shareholders who accept the Offer may elect to receive all cash or all New Offeror Shares or a combination thereof as specified in paragraphs 2.1(i) to 2.1(iv) above as the Offer Consideration for their Offer Shares. The issue price for each New Offeror Share issued pursuant to (i) the Combination 50/50 Cash and Securities Consideration; (ii) the Combination 25/75 Cash and Securities Consideration; and (iii) all Securities Consideration, as specified in paragraphs 2.1(ii), 2.1(iii) and 2.1(iv) above is S$0.35. The New Offeror Shares will rank pari passu with the existing ordinary shares in the capital of the Offeror. For the avoidance of doubt, Shareholders may (in respect of each acceptance of the Offer) elect ONLY ONE of the four forms of the Offer Consideration set out in this Section 2.1 and not a combination thereof in respect of their Offer Shares. Shareholders should refer to the Offer Document, especially Appendix 5 of the Offer Document in relation to risks involved in investing in the Offeror Shares. The Offeror does not intend to revise the Offer Consideration, save that the Offeror reserves its right to revise the Offer Consideration in accordance with the Code if an offer which is, or is deemed under the Code to be, competitive to the Offer arises. 2.2 No Encumbrances The Offer Shares are to be acquired (a) fully-paid ; (b) free from any mortgage, debenture, lien, charge, pledge, title retention, right to acquire security interest, option, pre-emptive or similar right, right of first refusal and any other encumbrance or condition whatsoever; and (c) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by QMGL on or after the Offer Announcement Date, save for the FY2010 Final Dividend. For the avoidance of doubt, irrespective of the form of Offer Consideration that Shareholders elect to receive, Shareholders will be entitled to retain the FY2010 Final Dividend. 9

11 LETTER TO SHAREHOLDERS 2.3 Offer Shares The Offer is extended, on the same terms and conditions, to all the issued Shares owned, controlled or agreed to be acquired by the Concert Parties, including without limitation, those Shares held by the Undertaking Shareholders. 2.4 Offer Condition The Offer is subject to the Offeror having received, by the close of the Offer, valid acceptances in respect of more than 50% of the Offer Shares (Acceptance Threshold). Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Acceptance Threshold being met. According to the Offer Document, based on 141,559,396 Shares in issue as at 31 March 2011, being the latest practicable date prior to the despatch of the Offer Document, and assuming no new Shares are issued between that date and the close of the Offer, the Offeror must have received, by the close of the Offer, valid acceptances in respect of at least 70,779,699 Offer Shares for the Acceptance Threshold to be met and the Offer to become unconditional in all respects. The Offer is unconditional in all other respects. On 11 April 2011, CIMB announced (Offer Unconditional Announcement), for and on behalf of the Offeror, that the Offeror had, on 8 April 2011, received valid acceptances of the Offer resulting in the Offeror, and parties acting in concert with it, holding such number of Shares carrying more than 50% of the Offer Shares. Accordingly, the Offer became unconditional as to acceptances and was thereby declared unconditional in all respects on 8 April By a further announcement made by the Offeror, as at 5.00 p.m. (Singapore time) on 12 April 2011, the Offeror and parties acting in concert with it owned, controlled, acquired or have agreed to acquire (including by way of valid acceptances of the Offer), an aggregate of 116,589,194 Offer Shares, representing approximately per cent. of the Shares in issue as at the date of this Announcement. 2.5 Warranty Acceptance of the Offer will be deemed to constitute an unconditional and irrevocable warranty by each accepting Shareholder that each Offer Share tendered in acceptance of the Offer is sold by the accepting Shareholder, as or on behalf of the beneficial owner(s) thereof, (i) fully paid; (ii) free from any mortgage, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or similar right, right of first refusal and any other encumbrance or condition whatsoever; and (iii) together with all rights, benefits, entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by QMGL on or after the Offer Announcement Date, save for the FY2010 Final Dividend. 2.6 Duration of the Offer (a) Closing Date Except insofar as the Offer may be withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder, the Offer will remain open for acceptances by Shareholders for a period of at least 28 days from the date of posting of the Offer Document, i.e. until 3 May By an announcement made on 11 April 2011, the Offeror has extended the Closing Date until 5.30 p.m. on 18 May 2011 or such other date(s) as may be announced from time to time by or on behalf of the Offeror. 10

12 LETTER TO SHAREHOLDERS If there is an extension of the Offer, pursuant to Rule 22.4 of the Code, any announcement of an extension of the Offer will state the next closing date or if the Offer is unconditional as to acceptances, a statement may be made that the Offer will remain open until further notice. In the latter case, those Shareholders who have not accepted the Offer will be notified in writing at least 14 days before the Offer is closed. (b) Offer to Remain Open for 14 days after Being Declared Unconditional as to Acceptances Pursuant to Rule 22.6 of the Code, if the Offer becomes or is declared to be unconditional as to acceptances, the Offer will remain open for acceptance for not less than 14 days after the date on which it would otherwise have closed, in order to give those Shareholders who have not accepted the Offer the opportunity to do so. This requirement does not apply if, before the Offer becomes or is declared to be unconditional as to acceptances, the Offeror has given notice in writing ( Shut-Off Notice ) to the Shareholders at least 14 days before 5.30 p.m. on the specified Closing Date that the Offer will not be open for acceptance beyond that date, provided that (i) the Offeror may not give a Shut-Off Notice in a competitive situation; and (ii) the Offeror may not enforce a Shut-Off Notice, if already given, in a competitive situation. As set out in Appendix 2 to the Offer Document, in the event the Offer Consideration is revised in accordance with the Code if an offer which is, or is deemed under the Code to be, competitive to the Offer arises, the Offer will remain open for acceptance for at least 14 days from the date of despatch of the written notification of the revision to Shareholders. (c) (d) (e) Final Day Rule Pursuant to Rule 22.9 of the Code, the Offer (whether revised or not) will not be capable of becoming or being declared to be unconditional as to acceptances after 5.30 p.m. on the 60th day after the date of posting of the Offer Document or of being kept open after the expiry of such period, unless it has previously become or been declared to be unconditional as to acceptances, except with the prior consent of the SIC. The SIC will consider granting such permission in circumstances including but not limited to where a competing offer has been announced. Revision Although the Offeror does not intend to revise the Offer Consideration, save that the Offeror reserves its right to revise the Offer Consideration in accordance with the Code if an offer which is, or is deemed under the Code to be, competitive to the Offer arises, pursuant to Rule 20.1 of the Code, the Offer, if revised, will remain open for acceptance for a period of at least 14 days from the date of despatch of the written notification of the revision to Shareholders. In any case, where the terms are revised, the benefit of the Offer (as so revised) will be made available to each of the Shareholders, including those who have previously accepted the Offer. Time for Fulfilment of Other Conditions Except with the consent of the SIC, all conditions of the Offer must be fulfilled or the Offer must lapse within 21 days of the first Closing Date or the date the Offer becomes or is declared unconditional as to acceptances, whichever is the later. The only condition to this Offer is set out in section 2.4 above. 2.7 Details of the Offer The Offer is made in accordance with the principal terms and conditions as set out in the Offer Document. Further details on (a) the settlement of the consideration for the Offer, (b) the requirements of withdrawal of relating to the announcement of the level of acceptances of the Offer, and (c) the right acceptances of the Offer are set out in Appendix 2 to the Offer Document. 11

13 LETTER TO SHAREHOLDERS 2.8 Procedures for Acceptance The procedures for acceptance of the Offer are set out in Appendix 3 to the Offer Document. A copy of the Offer Document is available on the website of the SGX-ST at 3. IRREVOCABLE UNDERTAKINGS 3.1 The information on the Irrevocable Undertakings has been extracted from paragraph 6 of the Offer Document and is set out in italics below. Unless otherwise defined, all terms and expressions used in the extract below should have the same meaning as those defined in the Offer Document. 6. IRREVOCABLE UNDERTAKINGS 6.1 Major Shareholder Irrevocable Undertakings. As at the Offer Announcement Date, the Offeror has obtained irrevocable undertakings (the Major Shareholder Irrevocable Undertakings ) from each of the Major Undertaking Shareholders to (i) accept the Offer in respect of (a) the Shares held, directly or indirectly, by each of them from the date of execution of their respective Major Shareholder Irrevocable Undertakings as set out below and (b) any Shares which such Major Undertaking Shareholder may acquire on or after the date of their respective Major Shareholder Irrevocable Undertakings; and (ii) elect to receive either the Cash Consideration or the Securities Consideration as set out below. The Major Shareholder Irrevocable Undertakings will terminate, inter alia, on the close, lapse or withdrawal of the Offer. The Major Shareholder Irrevocable Undertakings relate to an aggregate of 55,262,502 Offer Shares, representing approximately per cent. of the Shares in issue as at the Latest Practicable Date. Name of Major Undertaking Shareholder Date of Major Shareholder Irrevocable Undertaking Number of Offer Shares held Percentage of issued Shares (%) Offer Consideration CAV (1) 11 March ,737, Cash Consideration CKPF (1) 11 March ,024, Cash Consideration Dr Ameen 14 March ,686, Securities Consideration Mr Karim 14 March , Securities Consideration Total 55,262, Note: (1) CAV and CKPF are subsidiaries of CIMB Group Holdings, a company listed on Bursa Malaysia. CIMB Group Holdings is also the parent company of CIMB. Pursuant to the terms of each of the Major Shareholder Irrevocable Undertakings, each Major Undertaking Shareholder has also agreed, during the period commencing on the date of execution of its/his Major Shareholder Irrevocable Undertaking and ending on the date on which its/his Major Shareholder Irrevocable Undertaking terminates, not to, and not to permit or authorise any of its/his officers, employees, subsidiaries, affiliates, agents or advisers, where applicable, (collectively, the Major Undertaking Shareholder Representatives ), directly or indirectly, to (1) encourage any proposals or offers or engage in negotiations with any person other than the Offeror, relating to the possible acquisition of the Shares (an Opposing Proposal ); (2) furnish any information regarding QMGL in connection with 12

14 LETTER TO SHAREHOLDERS an Opposing Proposal; (3) engage in discussions with respect to any Opposing Proposal; (4) approve, endorse, recommend, vote or agree to vote for any Opposing Proposal; (5) enter into any agreement, arrangement or understanding relating to any Opposing Proposal; or (6) take any actions which could reasonably be expected to frustrate the Offer. Each Major Undertaking Shareholder has also agreed, and will cause their respective Major Undertaking Shareholder Representatives, to immediately cease any existing discussions with persons other than the Offeror that relate to any Opposing Proposal. 6.2 DMC Irrevocable Undertaking. On 24 December 2009, QMGL announced the DMCA Acquisition. The DMCA Acquisition was completed by QMGL on 1 January On 14 March 2011, QMGL announced in the DMCA SPA Election Announcement that pursuant to the terms of the DMCA SPA, DMC had elected to accept, as the authorised nominee of the DMCA Vendor, the maximum number of DMCA Consideration Shares, i.e. 6,875,175 Shares, as part of the second tranche consideration under the DMCA SPA. On 29 March 2011, QMGL announced the allotment and issue of the 6,875,175 DMCA Consideration Shares to DMC. The DMCA Consideration Shares rank pari passu in all respects with the Shares, save that the DMCA Consideration Shares will not rank for any dividends to be paid in respect of FY2010 (such as the FY2010 Final Dividend). Copies of the announcements made by QMGL in relation to the DMCA Acquisition, the DMCA SPA Election Announcement and the announcement made by QMGL in relation to the allotment and issue of the DMCA Consideration Shares are available on the website of the SGX-ST at As at the Offer Announcement Date, the Offeror has obtained an irrevocable undertaking dated 14 March 2011 from DMC (the DMC Irrevocable Undertaking ), that in the event he elects to accept DMCA Consideration Shares as part of the consideration under the DMCA SPA, he irrevocably undertakes to (i) accept the Offer in respect of (a) all the DMCA Consideration Shares to be issued to and held by him pursuant to the DMCA SPA and (b) any Shares which he may acquire on or after 14 March 2011, and (ii) elect to receive the Offer Consideration in respect of all such Shares in the form of the Combination 50/50 Cash and Securities Consideration. Following the election by DMC to receive, as the authorised nominee of the DMCA Vendor, the maximum number of DMCA Consideration Shares, the DMC Irrevocable Undertaking therefore applies to all 6,875,175 Offer Shares, representing approximately 4.86 per cent. of the Shares in issue as at the Latest Practicable Date, allotted and issued by QMGL to DMC on 29 March 2011 in accordance with the terms of the DMCA SPA. Pursuant to the terms of the DMC Irrevocable Undertaking, DMC has also agreed, during the period commencing on 14 March 2011, being the date of the DMC Irrevocable Undertaking and ending on the date on which the DMC Irrevocable Undertaking terminates, not to, and not to permit or authorise any of his agents or advisers (collectively, the DMC Representatives ), directly or indirectly, to (1) encourage any Opposing Proposal; (2) furnish any information regarding QMGL in connection with an Opposing Proposal; (3) engage in discussions with respect to any Opposing Proposal; (4) approve, endorse, recommend, vote or agree to vote for any Opposing Proposal; (5) enter into any agreement, arrangement or understanding relating to any Opposing Proposal; or (6) take any actions which could reasonably be expected to frustrate the Offer. DMC has also agreed, and will cause the DMC Representatives, to immediately cease any existing discussions with persons other than the Offeror that relate to any Opposing Proposal. The DMC Irrevocable Undertaking will terminate, inter alia, on the close, lapse or withdrawal of the Offer. 6.3 Key Shareholder Irrevocable Undertakings. As at the Offer Announcement Date, and from the Offer Announcement Date to the Latest Practicable Date, the Offeror has obtained irrevocable undertakings (the Key Shareholder Irrevocable Undertakings ) from each of the Key Undertaking Shareholders to (i) accept the Offer in respect of (a) all the Shares held by each of them as at the date of execution of their respective Key Shareholder Irrevocable Undertakings, and (b) any Shares which such Key Undertaking Shareholder may directly 13

15 LETTER TO SHAREHOLDERS or indirectly acquire on or after the date of execution of their respective Key Shareholder Irrevocable Undertakings (collectively the Relevant Shares ), and (ii) elect to receive one form of the Offer Consideration as set out in Appendix 1 to this Offer Document. The Key Shareholder Irrevocable Undertakings will terminate, inter alia, on the close, lapse or withdrawal of the Offer. The Key Shareholder Irrevocable Undertakings relate to an aggregate of 32,019,464 Offer Shares, representing approximately per cent. of the Shares in issue as at the Latest Practicable Date. Pursuant to the terms of each of the Key Shareholder Irrevocable Undertakings, each Key Undertaking Shareholder has also agreed, during the period commencing on the date of execution of his Key Shareholder Irrevocable Undertaking and ending on the date on which his Key Shareholder Irrevocable Undertaking terminates, not to, directly or indirectly, (1) offer, (2) sell, transfer, give or otherwise dispose of, (3) grant any option, right or warrant to purchase in respect of, (4) charge, mortgage, pledge or otherwise encumber, (5) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the legal, beneficial or economic consequences of ownership of, all or any of the Relevant Shares or any interest therein, or (6) enter into any agreement with a view to effecting any of the foregoing, and to not take any action or omit to do any action which would cause the Key Undertaking Shareholder to breach his obligations under his Key Shareholder Irrevocable Undertaking or conflict with or diminish his obligations under his Key Shareholder Irrevocable Undertaking. 6.4 Aggregate Acceptance and Shareholding. In the event that all the Major Undertaking Shareholders, DMC and all the Key Undertaking Shareholders accept the Offer in accordance with the Irrevocable Undertakings, the Offeror would obtain acceptances in relation to an aggregate of 94,157,141 Offer Shares, representing approximately per cent. of the Shares in issue as at the Latest Practicable Date. 6.5 No Other Undertakings. Save as disclosed in this Offer Document, as at the Latest Practicable Date, neither the Offeror nor any other party acting or deemed to be acting in concert with it has received any irrevocable undertaking from any party to accept or reject the Offer. 3.2 As announced by CIMB on 11 April 2011 (Level of Acceptances Announcement), for and on behalf of the Offeror, as at 5.00 p.m. on 8 April 2011, the Offeror had received valid acceptances amounting to 64,494,703 Offer Shares, representing approximately 45.56% of the total issued Shares. This included the acceptances received from Dr Ameen and Mr Karim, being persons acting in concert with the Offeror, in respect of an aggregate of 19,500,529 Offer Shares, representing approximately 13.78% of the Shares in issue as at 11 April Accordingly, as at 5.00 p.m. (Singapore time) on 8 April 2011, the Offeror and parties acting in concert with it owned, controlled, acquired or have agreed to acquire (including by way of valid acceptances of the Offer), an aggregate of 77,817,791 Offer Shares (including 13,323,088 Offer Shares held by QH Sdn Bhd, being a party acting in concert with the Offeror), representing approximately 54.97% of the Shares in issue as at 8 April 2011, being the date of the announcement, upon which the Acceptance Threshold will be met and the Offer will become unconditional in all respects. 3.3 Accordingly, on 8 April 2011, as stated in the Offer Unconditional Announcement, the Offer became unconditional as to acceptances and was declared unconditional in all respects. 4. INFORMATION ON THE OFFEROR AND ARRANGEMENTS WITH CONSORTIUM Information on the Offeror and on certain arrangements entered into between the Offeror and Consortium is set out in paragraph 9 of the Offer Document and reproduced in italics below. Unless otherwise defined, all terms and expressions used in the extract below should have the same meaning as those defined in the Offer Document. 14

16 LETTER TO SHAREHOLDERS 9. INFORMATION ON THE OFFEROR AND CONSORTIUM 9.1 Offeror. The Offeror is an investment holding company incorporated in Singapore on 9 November The Offeror has not carried on any business since its incorporation except to enter into certain agreements relating to the formation of the Consortium (as defined in Section 9.3 below) and in connection with the Offer. As at the Latest Practicable Date, the Offeror has an issued and paid-up share capital of S$7,980,037, consisting of 102 Offeror Shares and 22,800,000 Offeror CPS convertible into 22,800,000 new Offeror Shares, of which: (i) (ii) (iii) the HQ Offeror Shares are held by HQ, a wholly-owned subsidiary of MAFII; the Ameen Offeror Shares are held by Dr Ameen; and the Karim Offeror Shares are held by Mr Karim. The directors of the Offeror are Dr Ameen, Mr Karim, Mr Kenneth Tan Jhu Hwa and Mr Wong Chin Toh. Dr Ameen is also the Chairman of the Offeror Board. Mr Kenneth Tan Jhu Hwa is a Partner and Mr Wong Chin Toh is a Director, Investments, of Southern Capital Group, which manages the Mulberry Asia group of funds, including MAFII. Appendix 4 to this Offer Document sets out certain additional information on the Offeror. 9.2 Southern Capital Group, MAFII and HQ. Southern Capital Group is a private equity firm which focuses on control buy-outs of middle market businesses in South-East Asia and China and manages the Mulberry Asia group of funds, including MAFII. HQ is an investment holding company incorporated in Mauritius on 21 February 2011, and has, as at the Latest Practicable Date, an issued and paid-up share capital of US$1.00, consisting of one ordinary share of par value US$1.00, which is held by MAFII. 9.3 Consortium Arrangements. HQ, the Offeror, Dr Ameen and Mr Karim have formed a consortium (the Consortium ) to undertake the Offer. The arrangements comprised in the Consortium are set out in the Subscription Agreement and include the following: (i) First Tranche Subscription. The Consortium Parties entered into the Subscription Agreement pursuant to which on 14 March 2011: (a) (b) (c) Mr Wong Chin Toh transferred the two Offeror Shares held by him to HQ for the consideration amount of S$0.35 for each Offeror Share and HQ subscribed for, and was allotted and issued by the Offeror, the HQ Offeror Shares at the Issue Price for each HQ Offeror Share and all the Offeror CPS at the Offeror CPS Issue Price for each Offeror CPS; Dr Ameen subscribed for, and was allotted and issued by the Offeror, the Ameen Offeror Shares at the Issue Price for each Ameen Offeror Share; and Mr Karim subscribed for, and was allotted and issued by the Offeror, the Karim Offeror Shares at the Issue Price for each Karim Offeror Share, (collectively, the First Tranche Subscription ). (ii) (iii) HQ Offeror CPS Conversion. Pursuant to the terms of the Subscription Agreement, upon Dr Ameen and Mr Karim tendering their acceptances and electing to receive the Securities Consideration in relation to their aggregate shareholding of 19,500,529 Offer Shares pursuant to their respective Major Shareholder Irrevocable Undertakings, HQ will convert 19,500,529 Offeror CPS into an equivalent number of Offeror Shares. HQ Second Subscription and Further Subscription. Under the terms of the Subscription Agreement, within a period of up to 30 days from the Closing Date, HQ will subscribe for such number of additional Offeror Shares and/or Offeror CPS at the Issue Price and the Offeror CPS Issue Price respectively (the Second Subscription ) 15

17 LETTER TO SHAREHOLDERS such that it will hold an aggregate number of Offeror Shares equivalent to 50 per cent. of the enlarged issued ordinary share capital of the Offeror and two Offeror Shares following completion of the Second Subscription. The terms of the Subscription Agreement also provide that HQ has the right, but not the obligation, subject to Dr Ameen s and Mr Karim s approval and contingent upon HQ holding at least 50 per cent. of the enlarged issued ordinary share capital of the Offeror and two Offeror Shares, to subscribe at the Issue Price and on such other terms to be agreed between the Consortium Parties for an additional number of Offeror Shares (the Further Subscription ), such that the aggregate number of Offeror Shares held by HQ following completion of the Further Subscription shall amount to not more than 75 per cent. of the enlarged issued ordinary share capital of the Offeror. (iv) (v) (vi) (vii) Moratorium on Transfers by HQ and Issuance of Offeror Shares and Offeror CPS. The Consortium Parties have agreed that during the period commencing on the date of completion of the First Tranche Subscription and ending on the date of completion of the Second Subscription, (a) the Offeror will not, and HQ, Dr Ameen and Mr Karim will procure that the Offeror will not, issue Offeror Shares or Offeror CPS other than pursuant to the Subscription Agreement and/or in connection with the Offer, and (b) HQ will not transfer any of its Offeror Shares or Offeror CPS to any affiliate or third party without the consent of Dr Ameen and Mr Karim. Ameen and Karim Irrevocable Undertakings. As set out in Section 6.1 above, Dr Ameen and Mr Karim have each given irrevocable undertakings in favour of the Offeror to (a) accept the Offer in respect of an aggregate 19,500,529 Offer Shares, representing approximately per cent. of the Shares in issue as the Latest Practicable Date, and (b) to elect to receive the Securities Consideration in respect of all such Offer Shares. Offeror Board Composition and Management. Pursuant to the terms of the Subscription Agreement, the Consortium Parties have agreed that the Offeror Board shall consist of no more than seven members, initially comprising Dr Ameen (with Dr Ameen appointed as Chairman), Mr Karim and two persons appointed by HQ, being Mr Kenneth Tan Jhu Hwa and Mr Wong Chin Toh. Following completion of the Offer, HQ shall be entitled to appoint up to two more nominees to the Offeror Board, while Dr Ameen shall have the right to appoint to the Offeror Board a representative from amongst the doctors employed by the QMGL Group. The terms of the Subscription Agreement also provide for rights of appointment and removal of directors of the Offeror and provisions relating to, inter alia, proceedings of meetings of directors and shareholders of the Offeror which are also set out in the Offeror M&AA. The Consortium Parties have also acknowledged and agreed, inter alia, that Dr Ameen and Mr Karim shall be primarily responsible for the operations and day-to-day management of the business of the Offeror and its subsidiaries (including, following the close of the Offer, the QMGL Group). Moratorium and Non-Compete. Pursuant to the terms of the Subscription Agreement, each of Dr Ameen and Mr Karim has undertaken that he will not, without the prior written consent of HQ: (a) (b) transfer all or any part of his Offeror Shares (including any New Offeror Shares received pursuant to his acceptance of the Offer) to any other person for as long as he is employed by QMGL or any of the subsidiaries of QMGL; and for as long as he holds any Offeror Shares (including any New Offeror Shares received pursuant to his acceptance of the Offer) and for a period of two years from the date of transfer of all his Offeror Shares: 16

18 LETTER TO SHAREHOLDERS (1) engage, be employed or be interested directly or indirectly in any business within the Restricted Territories which is similar or competing with the business of the Offeror, QMGL and their respective subsidiaries ( Competing Business ) (other than as a holder of not more than five per cent. of the issued shares or debentures of any company listed on any stock exchange); (2) carry on for his own account either alone or in partnership or be concerned as a director of any company engaged or about to be engaged in any Competing Business within the Restricted Territories; (3) assist with any technical advice to any person, firm or company engaged or about to be engaged in any Competing Business within the Restricted Territories; or (4) solicit in the Restricted Territories in competition with the business of the Offeror, QMGL and their respective subsidiaries the custom of any person, firm or company, who, at any time during the period he held Offeror Shares, was a customer of any of the Offeror, QMGL or their respective subsidiaries. For this purpose, Restricted Territories means Singapore, Malaysia, India, Australia and New Zealand. (viii) Copy for Inspection. A copy of the Subscription Agreement is available for inspection at the office of CIMB at 50 Raffles Place, #35-00 Singapore Land Tower, Singapore during normal business hours for the period which the Offer remains open for acceptance. 9.4 Resultant Shareholding Position. Pursuant to the Consortium arrangements, it is therefore contemplated that following the Closing Date: (i) All Cash Consideration. If all Shareholders (save for the Major Undertaking Shareholders (including Dr Ameen and Mr Karim), DMC and the Key Undertaking Shareholders) accept the Offer and elect to receive the Cash Consideration as the Offer Consideration for all their Offer Shares, and assuming that: (a) (b) the Major Undertaking Shareholders (including Dr Ameen and Mr Karim), DMC and the Key Undertaking Shareholders accept the Offer in accordance with their respective Irrevocable Undertakings; and HQ holds such number of Offeror Shares representing 50 per cent. of the enlarged issued ordinary share capital of Offeror and two Offeror Shares, 17

19 LETTER TO SHAREHOLDERS the resultant ordinary shareholdings of the Offeror will be as follows: Percentage of issued Name of Offeror Shareholder Offeror Shares (%) (1) HQ Dr Ameen Mr Karim 1.01 DMC 4.29 Key Undertaking Shareholders Total Note: (1) Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ and HQ undertakes the Second Subscription. If the Further Subscription proceeds and HQ subscribes for such number of Offeror Shares such that on completion of the Further Subscription, the aggregate number of Offeror Shares held by HQ amounts to 75 per cent. of the enlarged issued ordinary share capital of the Offeror, the resultant ordinary shareholdings of the Offeror will be as follows: Name of Offeror Shareholder Percentage of issued Offeror Shares (%) (1) HQ Dr Ameen Mr Karim 0.51 DMC 2.14 Key Undertaking Shareholders Total Note: (1) Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ and HQ undertakes the Second Subscription and the Further Subscription. (ii) All Securities Consideration. If all Shareholders (save for the Major Undertaking Shareholders (including Dr Ameen and Mr Karim), DMC and the Key Undertaking Shareholders) accept the Offer and elect to receive the Securities Consideration as the Offer Consideration for all their Offer Shares, and assuming that: (a) the Major Undertaking Shareholders (including Dr Ameen and Mr Karim), DMC and the Key Undertaking Shareholders accept the Offer in accordance with their respective Irrevocable Undertakings; and 18

20 LETTER TO SHAREHOLDERS (b) HQ holds such number of Offeror Shares representing 50 per cent. of the enlarged issued ordinary share capital of Offeror and two Offeror Shares, the resultant ordinary shareholdings of the Offeror will be as follows: Name of Offeror Shareholder Percentage of issued Offeror Shares (%) (1) HQ Dr Ameen Mr Karim 0.47 DMC 1.96 Key Undertaking Shareholders 9.80 Other Shareholders Total Note: (1) Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ and HQ undertakes the Second Subscription. If the Further Subscription proceeds and HQ subscribes for such number of Offeror Shares such that on completion of the Further Subscription, the aggregate number of Offeror Shares held by HQ amounts to 75 per cent. of the enlarged issued ordinary share capital of the Offeror, the resultant ordinary shareholdings of the Offeror will be as follows: Name of Offeror Shareholder Percentage of issued Offeror Shares (%) (1) HQ Dr Ameen 5.34 Mr Karim 0.23 DMC 0.98 Key Undertaking Shareholders 4.90 Other Shareholders Total Note: (1) Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ and HQ undertakes the Second Subscription and the Further Subscription. 9.5 Post-Offer Arrangements. It is currently contemplated that following completion of the Offer, HQ, Dr Ameen, Mr Karim and the Offeror will enter into a shareholders agreement to regulate their relationship as the majority shareholders of the Offeror. As at the Latest Practicable Date, the terms of such shareholders agreement have not been finalised and remain subject to further negotiations and discussions between the Consortium Parties. The Consortium Parties envisage that the key parameters of any such shareholders agreement may include the following: (i) (ii) the composition of the Offeror Board; the constitution of an investment committee, which will be delegated the responsibility to consider and decide on the acquisitions and/or disposals of any assets, businesses or properties, and the issuance of any securities, of the Offeror and its subsidiaries (including the QMGL Group); 19