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NOTES TO THE FINANCIAL STATEMENTS
– 31 December 2012
1. Corporate information (cont’d)
1.1 The restructuring exercise (cont’d)
(b) Transfer of Overseas Family School Limited (“OFSL”) and Overseas Family School Limited Hong Kong (“OFSLHK”)
by Master Projects Pte Ltd (“MPPL”) (cont’d)
(i) Transfer of OFSL by MPPL (cont’d)
The OFSL Consideration was based on the audited net tangible asset value of OFSL as at 31 December
2010, net of dividends declared and paid out prior to the restructuring agreement, as agreed on a
willing-buyer, willing-seller basis. Upon the transfer, MPPL declared an interim dividend amounting to
S$31,217,127 to its shareholders, David Alan Perry and Wong Lok Hiong. The OFSL Consideration was
then satisfied by offsetting the MPPL interim dividend against the OFSL Consideration amount owed.
(ii) Transfer of OFSLHK by MPPL
1 out of 225,000 issued and paid-up shares of OFSLHK was held by David Alan Perry while the remaining
224,999 shares were held by MPPL. Pursuant to the restructuring agreement dated 11 November 2011,
the Company’s shareholders, David Alan Perry and Wong Lok Hiong, acquired the issued and paid-
up share capital of OFSLHK from MPPL, comprising 224,999 ordinary shares, for a consideration of
HK$12,086 (the “OFSLHK Consideration”) from MPPL. The OFSLHK Consideration was based on the
unaudited net asset value of OSFLHK on the date of completion of the share transfer. The OFSLHK
Consideration was then satisfied by cash.
(c) Acquisition of OFSL and OFSLHK by the Company and share swaps
Pursuant to the restructuring agreement dated 11 November 2011, the Company acquired the entire issued
and paid-up share capital of OFSL and OFSLHK, comprising 5,000,000 ordinary shares and 225,000 ordinary
shares, respectively, for a consideration of S$15,921,762 and S$15,297,379 from David Alan Perry and Wong
Lok Hiong, respectively. In return, the Company agreed to issue consideration shares of 15,921,762 shares and
15,297,379 shares to PDAC Private Limited (a company wholly owned by David Alan Perry) and WLH Private
Limited (a company wholly owned by Wong Lok Hiong) respectively, at S$1 per share. The consideration was
satisfied by the issue of 31,219,141 shares, credited as fully paid, by the Company in the following proportion:
Transferor Transferee No. of OFSL shares No. of OFSLHK shares
David Alan Perry Overseas Education
Limited
2,550,000 114,750
Wong Lok Hiong 2,450,000 110,250
Shares issued by Shareholders No. of Company shares
Overseas Education
Limited
PDAC Private Limited 15,921,762
WLH Private Limited 15,297,379
PDAC Private Limited and WLH Private Limited are investment holding companies fully held by David Alan Perry
and Wong Lok Hiong respectively. Upon the completion of the restructuring exercise, OFSL and OFSLHK became
wholly-owned subsidiaries of Overseas Education Limited.
4 Overseas Education Limited AR 2012
Investing In Education
W130220-Overseas Education Limited AR 2012 Financial p25-92.indd 49 26/3/13