Introduction
The Board of Directors of Bioalpha is pleased to announce that the Company, has on 18 August 2015 entered into a MOU with PUCF in relation to a collaboration whereby Bioalpha intends to undertake herbs planting activities on the lands owned by PUCF and/or its subsidiary on which PUCF’s solar photovoltaic (“PV”) plants are to be located and PUCF intends to construct and operate solar PV plants on the lands owned by Bioalpha and/or its subsidiaries on which Bioalpha currently utilised for its herbs planting activities, subject to feasibility studies (“Land Rights Sharing”).
Bioalpha and PUCF are collectively referred to as the “Parties”.
Salient term of MOU
(a) The Parties agree to set reasonable general and specific time frame for the implementation of the Land Rights Sharing and for settling the detail terms of the cooperation agreement to be executed in relation to the Land Rights Sharing.
(b) The Parties agree to jointly carry out feasibility study to ascertain the feasibility and/or commercial viability of the Land Rights Sharing.
(c) Both Parties agree to grant reasonable access of the lands owned by them for each Party, its representatives and/or agents and remain thereto for such period as may be necessary to conduct the necessary study, survey and/or works for the implementation of the Land Rights Sharing and for the purpose contained herein. Both Parties shall use their best endeavours to provide such assistance and/or facilities as may be reasonably required by the other Party, its representatives and/or agents.
(d) Both Parties agree to furnish all necessary documents, data and/or information as may be reasonably requested by the other Party for the purpose of conducting their study, survey and/or evaluation for the implementation of the Land Rights Sharing.
Duration of MOU
The MOU will come into effect on the date of signing and will remain in effect for a period of twelve (12) months from the date of signing the MOU or until the execution of future collaboration agreements, whichever comes first.
Early termination is allowed by mutual agreement in writing. In the event of termination, confidentiality of the MOU shall remain binding and enforceable notwithstanding the termination of the MOU.
Background information on Bioalpha
Bioalpha was incorporated on 21 June 2011 as a public limited company and was listed on the ACE Market of Bursa Securities on 14 April 2015. Bioalpha’s principal activity is investment holding whilst its subsidiaries are principally involved in the manufacturing and sales of semi-finished and finished health supplement products as an original design manufacturing as well as under its house brands.
Background information on PUCF
PUCF was incorporated on 3 November 1997, and was listed on the MESDAQ Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) (now known as the ACE Market of Bursa Securities) on 3 April 2002. PUCF is an investment holding group, whilst its subsidiaries are principally engaged in media & advertising, e-payment services, and renewable energy.
Rationale of the MOU
The MOU will provide an opportunity for the Parties to establish collaboration for the Land Rights Sharing based on the respective party’s expertise and strengths. The land rights sharing will also fully utilize the limited land resources and to create full economic value for PUCF and Bioalpha. Bioalpha are exploring the possibility to apply new farming technique and increase the variety of herb to be farmed and allow the herb to growth an optimum environments hence create better yield with higher active compound. Furthermore, this MOU will also provide opportunity for using the latest technology where the farming and planting activities will be carried out under the solar PV plant. These Collaboration is beneficial to Bioalpha as the latest farming method applied will increase the revenue stream due to higher yield of the plants and cost saving is expected due to no requirement for building additional shelter which required by certain herbs. With the ability to produce more and better quality of herbs, the Company is able to meet the higher quality expected by overseas customer.
Effects of the MOU
The MOU will not have any effect on the share capital and substantial shareholders’ shareholding of Bioalpha.
The MOU is not expected to have any material effect on the earnings per share, net assets per share and gearing of the Bioalpha Group for the financial year ending 31 December 2015.
Directors’ and major shareholders’ interests
None of the Directors and/or major shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the MOU.
Approvals required
The MOU is not subject to the approval of the shareholders of Bioalpha or any regulatory authorities.
Directors’ opinion
The Board of Director of Bioalpha, having taken into consideration all aspects of the MOU, is of the opinion that the MOU is in the best interest of Bioalpha Group.
Document available for inspection
The MOU is available for inspection at the registered office of the Company at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur from Monday to Friday (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement.
This announcement is dated 19 August 2015