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1. Corporate information
Overseas Education Limited (the “Company”) is a public limited liability company incorporated and domiciled in Singapore
and is listed on the Singapore Exchange Securities Trading Limited (SGX-ST) on 7 February 2013. The registered office
and principal place of business of the Company is at 25F Paterson Road, Singapore 238515.
The principal activity of the Company is an investment holding company. The principal activities of the subsidiary
companies are set out in Note 11.
1.1 The restructuring exercise
The Group undertook the following restructuring exercise to streamline and rationalize the group structure in connection
with the Company’s listing on the Singapore Exchange Securities Trading Limited:
(a) Incorporation of the Company
The Company was incorporated on 28 October 2011 in Singapore in accordance with the Singapore Companies
Act as a public limited liability company with an issued and fully paid-up share capital of S$100 comprising 100
ordinary shares. Its two shareholders, David Alan Perry and Wong Lok Hiong, hold 51 and 49 ordinary shares,
respectively.
Subsequent to incorporation, the Company increased its share capital and issued additional shares. At 31
December 2011, the share capital of the Company increased to S$31,219,241 comprising 31,219,241 ordinary
shares (Note 1.1(c)).
(b) Transfer of Overseas Family School Limited (“OFSL”) and Overseas Family School Limited Hong Kong (“OFSLHK”)
by Master Projects Pte Ltd (“MPPL”)
Master Projects Pte Ltd is a private limited liability company. Its shareholders are David Alan Perry and Wong Lok
Hiong, holding 74,999 ordinary shares and 1 ordinary share, respectively.
On the founding of OFSL, in consideration of the sum of S$25,000 paid by Wong Lok Hiong to David Alan Perry,
David Alan Perry had granted to Wong Lok Hiong a perpetual option for the latter to acquire up to 49% of total
shares in MPPL (less 1 share already owned). Wong Lok Hiong has elected to exercise the option to acquire
49% (less 1 share) of MPPL shares based on the restructuring agreement dated 11 November 2011. David Alan
Perry and Wong Lok Hiong agreed that in lieu of David Alan Perry transferring to Wong Lok Hiong such number
of MPPL Shares as would comprise 49% (less 1 MPPL share) of the total number of issued MPPL shares, David
Alan Perry assigned, and directed MPPL to pay, 49% (being the sum of S$15,296,392) of the 2011 OFSL interim
dividends to Wong Lok Hiong. David Alan Perry was therefore entitled to 51% (being the sum of $15,920,735) of
the 2011 OFSL interim dividends.
(i) Transfer of OFSL by MPPL
Pursuant to the restructuring agreement dated 11 November 2011, the Company’s shareholders, David
Alan Perry and Wong Lok Hiong, acquired the entire issued and paid-up share capital of OFSL, comprising
5,000,000 ordinary shares, for a consideration of S$31,217,127 (the “OFSL Consideration”) from MPPL.
The proportion of the share capital acquired and the purchase prices are set out below:
Transferee:
No. of
OFSL shares
OFSL Purchase Price
(S$)
David Alan Perry 2,550,000 15,920,735
Wong Lok Hiong 2,450,000 15,296,392
5,000,000 31,217,127
NOTES TO THE FINANCIAL STATEMENTS
– 31 December 2012
Overseas Education Limited AR 2012
Investing In Education 48
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