Notice regarding Change in Specified Subsidiary (Sub-Subsidiary)
SMS Co., Ltd. (the “Company”) hereby announces that, at its Executive Committee meeting held on October 17, 2022, it has resolved to conduct a debt-equity swap (the “DES”) of loan receivables held by MEDICA ASIA (HOLDCO) LIMITED, a consolidated subsidiary of the Company, against MIMS MEDICA SDN.BHD. ("MIMS MEDICA"), a subsidiary of MEDICA ASIA (HOLDCO) LIMITED (a sub-subsidiary of the Company). After the capital increase by the DES, the capital amount of MIMS MEDICA will be equivalent to 10% or more of the Company’s capital, making MIMS MEDICA a specified subsidiary of the Company.
１．Reason for the change
As a result of the capital increase by conducting the DES, the capital amount of MIMS MEDICA will be equivalent to 10% or more of the Company’s capital. Therefore, MIMS MEDICA will become a specified subsidiary of the Company. The purpose of the DES is to strengthen MIMS MEDICA’s financial base by converting interest-bearing debt held by MIMS MEDICA into equity, enabling its flexible business operations.
２．Overview of sub-subsidiary whose capital is to be increased by the DES
| (1) Name | MIMS MEDICA SDN.BHD. | |
| (2) Location | No. 41B. Damai Complex, Jalan Dato Haji Eusoff, 50400 Kuala Lumpur, Malaysia | |
| (3) Representative | Director, Masaki Takahata | |
| (4) Business description | Provision of medical information services for healthcare professionals and medical-related companies | |
| (5) Capital before capital increase | MYR 500,000 | |
| (6) Date of establishment | March 3, 2010 | |
| (7) Major shareholders and shareholding ratio | MEDICA ASIA (HOLDCO) LIMITED 100％ | |
| (8) Relationship between the Company and MIMS MEDICA | Capital relationship | The Company has indirect ownership of MIMS MEDICA. MIMS MEDICA will become a specified subsidiary of the Company by the DES. |
| Personnel relationship | The Company’s employee is seconded as a representative. | |
| Business relationship | There is no business relationship to be noted between the Company and MIMS MEDICA. | |
３．Overview of consolidated subsidiary subscribing the capital increase by the DES
| (1) Name | MEDICA ASIA (HOLDCO) LIMITED |
| (2) Location | 6th Floor 65 Gresham Street, London, United Kingdom, EC2V 7NQ |
| (3) Representative | Director, Masaki Takahata |
| (4) Business description | Holding company |
| (5) Capital | GBP 210.42 |
| (6) Date of establishment | February 18, 2013 |
| (7) Major shareholders and shareholding ratio | SMS Co., Ltd. 100% |
４．Overview of the DES
The loan of MYR 8,900,000 from MEDICA ASIA (HOLDCO) LIMITED to MIMS MEDICA will be converted to equity by the DES.
| (1) Amount of capital increase | MYR 8,900,000 |
| (2) Capital after capital increase | MYR 9,400,000 |
| (3) Shareholding ratio after capital increase | MEDICA ASIA (HOLDCO) LIMITED 100％ |
| (4) Timing of implementation | October 2022 (planned) |
５．Outlook
The change will not have any material impact on the Company’s consolidated financial results for the fiscal year ending March 2023.
Notice regarding Change in Specified Subsidiary (Sub-Subsidiary)