KUALA LUMPUR: Farm Fresh Bhd
(FFB) has entered into a share purchase agreement with the vendors of The Inside Scoop Sdn Bhd (TISSB) for the proposed acquisition of 462,739 existing ordinary shares in TISSB.
In a filing with Bursa Malaysia today, FFB said the acquisition represented 53.0 per cent of the enlarged issued shares in TISSB after the completion of the proposals, for a total purchase consideration of about RM68.4 million, subject to adjustments.
FFB has also entered into share subscription agreement (SSA) with TISSB for the proposed subscription of 104,771 new TISSB shares, representing 12 per cent of the enlarged issued shares in TISSB for a total subscription consideration of about RM15.5 million based on the terms and conditions of the agreement.
Upon completion of the proposals, FFB said TISSB will become its 65 per cent-owned subsidiary while the remaining 35 equity interest in TISSB will be held by Edmund Tan, one of the vendors.
"FFB and Tan will, upon the completion of the proposals, enter into a shareholders’ agreement to regulate the relationship of both parties as shareholders of TISSB.
"Pursuant to the shareholders agreement, FFB will grant Tan the right to require FFB to purchase from him, upon the occurrence of any of the triggering events at any time during put option period, the remaining TISSB shares held by Tan," it said.
FFB said the proposals will pave the way for the group’s entry and ownership in one of the fastest growing artisanal ice creameries and the largest home-grown ice-cream chain in Malaysia.
Meanwhile, in a separate filing, FFB said it has raised total gross proceeds of some RM300.1 million from its initial public offering (IPO), launched on Feb 28, 2022.
The gross proceeds will be used for capital expenditure, working capital and estimated listing expenses.
"FFB intends to leverage on the competency and experience of the founders of TISSB who will spearhead FFB’s ice cream division and lead our foray into the lucrative consumer package goods ice cream market," it said. - Bernama
