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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
42.
EVENTS OCCURRING AFTER THE REPORTING PERIOD
(CONTINUED)
In addition, if the sum of (a) the consideration per CCBC Share paid to shareholders of CCBC upon completion
of the Proposal and (b) the amount per CCBC Share of all distributions declared after the Completion Date
and prior to the completion of the Proposal (the sum of (a) and (b), the “Final Proposal Price”) is higher
than the US$6.40 Base Acquisition Price per CCBC Share, then the Purchaser shall pay to the Company an
additional payment (the “Additional Consideration”, and together with the Share Consideration and the Note
Consideration, the “Aggregate Consideration”) computed as follows: the difference between the Final Proposal
Price and the US$6.40 Base Acquisition Price multiplied by 16,123,035 (being the aggregate number of Sale
Shares and Conversion Shares).
The final Share Consideration and the final Note Consideration payable under the Agreement are dependent
on whether CCBC declares any distribution between the date of the Agreement and the Completion
Date, which is unknown as at the Latest Practicable Date. In addition to the foregoing, the final Aggregate
Consideration is also dependent on whether Additional Consideration is payable which is dependent on the
Final Proposal Price which is also unknown as at the Latest Practicable Date.
Meditech and the Group have each agreed to use all reasonable efforts within their respective capacity to
ensure that the conditions precedent are fulfilled by 31 October 2015.
Under the terms of the purchase agreement, the completion of the disposal is conditional on Meditech having
obtained the approval of its shareholders. As at the date of the authorisation of the financial statements,
Meditech has not held its Extraordinary General Meeting to obtain shareholders’ approval.
1 On 25 August 2014, the Company entered into a conditional convertible note sale agreement (the “Acquisition Agreement”) pursuant
to which the Company acquired the Convertible Note from the Purchaser. The Company completed the acquisition of the Convertible
Note on 10 November 2014. Under the terms of the Acquisition Agreement, the Purchaser is entitled to the interest payable on
the Convertible Note up to and including 10 November 2014. Therefore, notwithstanding that the Note Consideration payable
by the Purchaser to the Company under the terms of the Agreement includes the total amount of interest accrued but unpaid
on the Convertible Note during the period from 3 October 2014 to the Completion Date, the Company is required to pay over to
the Purchaser, the interest accrued but unpaid on the Convertible Note for the period from 3 October 2014 to 10 November 2014
pursuant to the terms of Acquisition Agreement (the “Purchaser’s Entitlement”). The Purchaser’s Entitlement amounts to US$179,861.
43.
AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE
The financial statements for the financial year ended 30 June 2015 were authorised for issue in accordance
with a resolution of the directors on 23 September 2015.
