Summary:

• ISEC Healthcare’s wholly owned subsidiary, ISEC Sdn. Bhd., has signed a joint venture agreement with Bond Infinity, K.C. Yeo Eye Specialist Clinic (KCY) and Wedjat Vision (AWJ) to set up “ISEC (Batu Pahat) Sdn. Bhd.” to establish, operate and administer a new ophthalmology centre in Batu Pahat, Johor​

• The JV company will have an eventual paid-up capital of RM1,064,890 across 1,065,000 shares, with ISEC Malaysia holding 71.83%, Bond Infinity 16.90%, KCY 4.23% and AWJ 7.04%, making the JV an indirect majority-owned subsidiary of ISEC Healthcare​

• Board control rests with ISEC Malaysia, which will nominate two of three directors and the chairman; key reserved matters require approval from both ISEC Malaysia and the minority “Group B” shareholders (Bond Infinity, KCY and AWJ), or from a mix of their board nominees​

• A two-year moratorium restricts share transfers to third parties (except intra-group transfers by ISEC Malaysia), while up to two “Approved New Doctors” will receive options to subscribe for as many as 435,000 new shares over six years, potentially diluting ISEC Malaysia’s stake in the JV to 51% if fully exercised​

• Bond Infinity, KCY and AWJ are investment-holding vehicles owned by ophthalmologists already employed within the ISEC group, who will help source permanent doctors, run the centre and align their equity interests with the Group’s regional expansion strategy​

• The JV is part of ISEC’s plan to widen its network of eye centres in Malaysia into new catchment areas where it currently has no presence, with Batu Pahat identified as a strategic location in Johor​

• The investment, funded from internal resources, is classified as a non-discloseable transaction under Catalist Rule 1006, and is not expected to have any material impact on ISEC’s net tangible assets per share or earnings per share for the current financial year​