Caring - Independent Advice Circular

THIS INDEPENDENT ADVICE CIRCULAR (“IAC”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
THIS INDEPENDENT
ATTENTION. YOU SHOULD ADVICE READ CIRCULAR (“IAC”)
THIS IAC(“IAC”) IS IMPORTANT
IN CONJUNCTION AND
WITHAND REQUIRES
THE REQUIRES
OFFER DOCUMENT YOUR IMMEDIATE
DATED 6
THIS INDEPENDENT
ATTENTION. YOU ADVICE
SHOULD READ CIRCULAR
THIS IAC IN IS IMPORTANT
CONJUNCTION WITH THE OFFER YOUR IMMEDIATE
DOCUMENT DATED 6
MARCH
ATTENTION.2020 ISSUED
THIS INDEPENDENT YOU BY
SHOULD RHBREAD
ADVICE INVESTMENT
CIRCULAR
THIS IAC BANK
(“IAC”)
IN BERHAD ON BEHALF
IS IMPORTANT
CONJUNCTION WITH AND OF
THE THE OFFEROR
REQUIRES
OFFER YOUR(AS
DOCUMENT DEFINED
IMMEDIATE
DATED 6
THIS INDEPENDENT
MARCH 2020 ISSUED ADVICE
BY RHB CIRCULAR (“IAC”)
INVESTMENT BANK IS IMPORTANT
BERHAD ON BEHALF AND OF REQUIRES
THE OFFEROR YOUR(AS IMMEDIATE
DEFINED
HEREIN)
ATTENTION.
MARCH WHICH
2020 YOU HAS
ISSUED BEEN
SHOULD
BY RHB SENT
READ TO
THIS
INVESTMENT YOU. IAC IN
BANK CONJUNCTION
BERHAD ON WITH
BEHALF THEOFOFFER
THE DOCUMENT
OFFEROR (AS DATED
DEFINED 6
ATTENTION.
HEREIN)2020 WHICH YOU SHOULD
HAS BY BEEN READ
SENT TO YOU. BANK BERHAD ON BEHALF OF THE OFFEROR (AS DEFINED6
THIS IAC IN CONJUNCTION WITH THE OFFER DOCUMENT DATED
MARCH
HEREIN) WHICH ISSUED
HAS BY BEEN RHB INVESTMENT
SENT TO YOU. BANK BERHAD ON BEHALF OF THE OFFEROR (AS DEFINED
MARCH 2020 ISSUED RHB INVESTMENT
IfHEREIN)
you are in any doubt
WHICH HAS as BEENto theSENTaction TOtoYOU.be taken in relation to the Offer (as defined herein), please consult
HEREIN)
If you are WHICH
in any HAS BEEN
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the TO to
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the Offer (as defined herein), please consult
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please consult If
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please If
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taken (asin relation
defined or
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the Offer
you (as defined
should at herein),
once hand please consult
this IAC tothe
the
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your
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stockbrokers, bank or agent
managers, through whom
solicitors, you effected
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advisers immediately.to If
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stockbrokers, or transferred
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agent Caring Shares
solicitors,
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accountants
you effected herein),
or oryou
other
sale should
foratonward
professional
transfer once hand
advisers this IAC to
immediately.
transmission to the
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purchaser ortransferee
sold stockbroker of or
or transferredsuch allCaring
agent your Shares.
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through Shares
whom you(as definedthe
effected sale oryou
herein), should
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you have sold
purchaser or or transferred
transferee of all Caring
such your Caring
Shares.Shares (as defined herein), you should atonward
once handtransmission
this IAC to the
the
purchaser or
purchaser or transferee
stockbrokerofor agent
such through
Caring whom you effected the sale or transfer for onward transmission to the
Shares.
or stockbroker or agent through whom you effected the sale or transfer for onward transmission to the
Pursuant
purchaser toorRule 11 of theofRules
transferee such on Take-overs,
Caring Shares.Mergers and Compulsory Acquisitions, the Securities Commission
purchasertoorRule
Pursuant transferee
11 of ofRules
the such Caring
on Shares. Mergers and Compulsory Acquisitions, the Securities Commission
Take-overs,
Malaysia
Pursuant (“SC”)
to has
Rulehas notified
11 ofnotified that
the Rules it has no further comments and on this IAC. However, such thenotification
Securities shall not be
Malaysia
taken to
Pursuant (“SC”)
suggest
to Rule that
11 the
of SC
the thaton
agrees
Rules on it Take-overs,
has
with no
our
Take-overs,
Mergers
further comments
recommendation
Mergers and
Compulsory
or this IAC.Acquisitions,
onassumes
Compulsory However, such
responsibility
Acquisitions, for
the notification
the
Commission
shall of
correctness
Securities not
Commission be
any
Malaysia
Pursuant
taken to (“SC”)
to Rulehas
suggest 11 of
that notified
theSC
the thaton
Rules
agrees it has
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Take-overs, comments
Mergers
recommendation on this
and Compulsory
or IAC. Acquisitions,
assumes However, such
responsibility the notification
forSecurities
the shall not
Commission
correctness of be
any
statements
Malaysia
taken madehas
(“SC”)
to suggest or opinions
that notified or
that
the SC agrees reports withexpressed
it has noourfurther in this IAC. on
comments
recommendation or this IAC. However,
assumes suchfornotification
responsibility shall not
the correctness be
of any
Malaysia
statements (“SC”)
madehas notified
or opinions that it has
or reports no further
expressed comments
in this IAC.on this IAC. However, such notification shall not be
taken to suggest
statements made that
or the SC agrees
opinions or reportswithexpressed
our recommendation
in this IAC. or assumes responsibility for the correctness of any
taken to suggest that the SC agrees with our recommendation or assumes responsibility for the correctness of any
statements made or opinions or reports expressed in this IAC.
statements made or opinions or reports expressed in this IAC.
CARING PHARMACY GROUP BERHAD

CARING PHARMACY
(Registration GROUP
No. 201201027369 BERHAD
(1011859-D))
CARING PHARMACY
(Registration No. GROUP
201201027369 BERHAD
(1011859-D))
CARING PHARMACY
(Incorporated
(Registration
CARING (Incorporated
PHARMACY
in GROUP
Malaysia)
No. 201201027369 BERHAD
(1011859-D))
(Registration inGROUP
Malaysia)
No. 201201027369
BERHAD
(1011859-D))
(Incorporated in Malaysia)
(Registration No. 201201027369 (1011859-D))
INDEPENDENT ADVICE CIRCULAR (Incorporated
TO THE in Malaysia)
HOLDERS OF THE CARING SHARES
INDEPENDENT ADVICE CIRCULAR(Incorporated
TO THEin Malaysia)
HOLDERS OF THE CARING SHARES
IN RELATIONADVICE
INDEPENDENT TO THE CIRCULAR
UNCONDITIONAL TO THEMANDATORY
HOLDERS OFTAKE-OVER
THE CARINGOFFER
SHARES
IN RELATIONADVICE
INDEPENDENT TO THECIRCULAR
UNCONDITIONAL TO THE MANDATORY
HOLDERS OF TAKE-OVER
THE CARINGOFFER
SHARES
IN RELATIONADVICE
INDEPENDENT TO THECIRCULAR
UNCONDITIONAL TO THEMANDATORY
HOLDERS OFTAKE-OVER
THE CARINGOFFER
SHARES
IN RELATION TO THE UNCONDITIONAL
IN RELATION TO THE UNCONDITIONAL BY MANDATORY
MANDATORY TAKE-OVER
TAKE-OVER OFFER
OFFER
BY
BY
CONVENIENCE SHOPPING (SABAH) BY
BY SDN BHD (“OFFEROR”)
CONVENIENCE SHOPPING
(Registration (SABAH)
No. 199601009089 SDN BHD (“OFFEROR”)
(381437-U))
(Registration No. (SABAH)
199601009089 SDN BHD (“OFFEROR”)
(381437-U))
(Registration
CONVENIENCE SHOPPING (SABAH)
(Incorporated
No. 199601009089
(SABAH) SDN
in Malaysia) BHD
BHD (“OFFEROR”)
(381437-U))
SDN (“OFFEROR”)
(Registration No. 199601009089 (381437-U))
(Incorporated
(Registration in Malaysia)
No. 199601009089 (381437-U))
(Incorporated inSUBSIDIARY
A WHOLLY-OWNED Malaysia) OF
(Incorporated inSUBSIDIARY
A WHOLLY-OWNED Malaysia) OF
A WHOLLY-OWNED SUBSIDIARY OF
AA WHOLLY-OWNED
7-ELEVEN MALAYSIA HOLDINGS BERHAD
WHOLLY-OWNED SUBSIDIARY OF
(“ULTIMATE
SUBSIDIARY OF OFFEROR”)
7-ELEVEN MALAYSIA HOLDINGS
(Registration No. BERHAD
201301028701 (“ULTIMATE
(1058531-W)) OFFEROR”)
(Registration No. BERHAD(1058531-W))
201301028701 (“ULTIMATE OFFEROR”)
7-ELEVEN
(Incorporated
(Registration
MALAYSIA HOLDINGS BERHAD
in Malaysia)
No. 201301028701
BERHAD (“ULTIMATE
(“ULTIMATE OFFEROR”)
(1058531-W)) OFFEROR”)
(Incorporated
No. 201301028701 (1058531-W))
(Incorporated
No. 201301028701 (1058531-W))
(Incorporated
THROUGH in Malaysia)
(Incorporated
THROUGHin Malaysia)
THROUGH
RHB INVESTMENT THROUGH
THROUGH BANK BERHAD
RHB INVESTMENT
(Registration BANK BERHAD
No. 197401002639 (19663-P))
RHB INVESTMENT
(Registration No. of BANK BERHAD
197401002639 (19663-P))
RHB
(A Participating INVESTMENT
Organisation
(Registration
RHB No.
INVESTMENT BANK
Bursa
197401002639
BANK BERHAD
Malaysia Securities Berhad)
(19663-P))
BERHAD
(A Participating Organisation
(Registration of Bursa Malaysia
No. 197401002639 Securities Berhad)
(19663-P))
(19663-P))
TO of Bursa Malaysia Securities Berhad)
ACQUIRE
(A Participating Organisation of Bursa
TO ACQUIRE Malaysia Securities Berhad)
TO ACQUIRE
ALL THE REMAINING ORDINARY SHARESTO INACQUIRE
TO CARING PHARMACY GROUP BERHAD (“CARING
ALL THE
SHARES”) REMAINING ORDINARY
NOT ALREADY HELD BY SHARES INACQUIRE
THE OFFERORCARING PHARMACY
FORPHARMACY GROUP
A CASH OFFER BERHAD
PRICE (“CARING
OF RM2.60 PER
ALL THE
SHARES”)REMAINING ORDINARY
NOT ALREADY HELD BYSHARES IN CARING
THE OFFEROR FOR GROUP
A CASH OFFER BERHAD
PRICE (“CARING
OF RM2.60 PER
ALL
ALL THE
CARING
SHARES”)
THE REMAINING
SHARE
NOT
REMAINING ORDINARY
(“OFFER”)
ALREADY HELD
ORDINARY SHARES
BY THE
SHARES IN CARING
OFFEROR
IN PHARMACY
FOR
CARING A CASH
PHARMACY GROUP
OFFER BERHAD
PRICE
GROUP OF
BERHAD (“CARING
RM2.60 PER
(“CARING
CARING
SHARES”) SHARE
NOT (“OFFER”)
CARING
SHARES”) NOT ALREADY
SHARE (“OFFER”)HELD
ALREADY HELD BY
BY THE
THE OFFEROR
OFFEROR FOR
FOR AA CASH
CASH OFFER
OFFER PRICE
PRICE OF
OF RM2.60
RM2.60 PER
PER
CARING SHARE (“OFFER”)
CARING SHARE (“OFFER”) Independent Adviser
Independent Adviser
Independent Adviser
Independent
Independent Adviser
Adviser
MERCURY SECURITIES SDN BHD

MERCURY
(Registration SECURITIES
No.SECURITIES
198401000672SDN SDN BHD
(113193-W))
MERCURY
(Registration No.SECURITIES
198401000672 BHD
(113193-W))
MERCURY
(Registration
MERCURY of Bursa
No.SECURITIES
198401000672 SDN
Malaysia BHD
Securities
(113193-W))
SDN BHD Berhad)
(Registration No. of Bursa Malaysia
198401000672 Securities
(113193-W)) Berhad)
(113193-W))
(A Participating
This IndependentOrganisation of Bursa
Advice Circular Malaysia Securities Berhad)
(A Participating
This Organisation
Independent Advice of Bursa is
Circular
dated 16 March Berhad)
Malaysia
is dated Securities
2020
16 March 2020
This Independent Advice Circular is dated 16 March 2020
This
This Independent
Independent Advice
Advice Circular
Circular is
is dated
dated 16
16 March
March 2020
2020
DEFINITIONS
Except where the context otherwise requires or where otherwise defined herein, the following definitions
shall apply throughout this Independent Advice Circular:-
Accepting Holder : A Holder who accepts the Offer in accordance with the terms and
conditions set out in the Offer Document
Acquisition : Acquisition by CSSSB of 55,198,000 Caring Shares (representing

approximately 25.35% equity interest in Caring) from MOSB for a total
cash consideration of RM143,514,800 or RM2.60 per Caring Share
via the SSA, which was completed on 27 February 2020
Act : Companies Act, 2016
Board : Board of Directors of Caring
Bursa Depository : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854
(165570-W))
Bursa Securities : Bursa Malaysia Securities Berhad (Registration No. 200301033577

(635998-W))
Caring or the Company or : Caring Pharmacy Group Berhad (Registration No. 201201027369
the Offeree (1011859-D))
Caring Group or the Group : Collectively, Caring and its subsidiaries
Caring Shares : Ordinary shares in Caring
Closing Date : First Closing Date unless extended or revised in accordance with the
Rules and the terms and conditions set out in the Offer Document or
as the Offeror may decide and RHB Investment Bank may announce,
on behalf of the Offeror, at least 2 days before the Closing Date
CMSA : Capital Markets and Services Act, 2007
CSSSB or the Offeror : Convenience Shopping (Sabah) Sdn Bhd (Registration No.
199601009089 (381437-U)), a wholly-owned subsidiary of SEM
DCF : Discounted cash flow
Directors : Directors of Caring
Dissenting Holder : Any Holder who has not accepted the Offer and/or failed or refused to
transfer the Offer Shares to the Offeror in accordance with the terms
and conditions set out in the Offer Document
FCFE : Free cash flows to equity
First Closing Date : 5:00 p.m. (Malaysian time) on 27 March 2020, being at least 21 days
from the Posting Date
Form of Acceptance and : Form of acceptance and transfer for the Offer Shares as enclosed with
Transfer the Offer Document
FPE : Financial period ended
FYE : Financial year ended / ending
Holder : Each holder of the Offer Shares
ii
DEFINITIONS (cont’d)
IAC : Independent advice circular dated 16 March 2020 in relation to the

Offer
IAL : Independent advice letter from the Independent Adviser to the Holders
dated 16 March 2020
Interested Directors : Collectively, (i) Chong Yeow Siang, (ii) Soo Chan Chiew, (iii) Tan Lean
Boon and (iv) Ang Khoon Lim (by virtue of them being the PACs) who
are deemed interested in the Offer and have abstained from
deliberations and making any recommendation in relation to the Offer
KLCSU : Bursa Malaysia Consumer Product Index
Listing : Listing of Caring on the Main Market of Bursa Securities on 13

November 2013
Listing Requirements : Main Market Listing Requirements of Bursa Securities
LPD : 10 March 2020, being the latest practicable date prior to the issuance
of this IAC
LTD1 : 22 November 2019, being the last trading day of Caring Shares prior
to the signing of the SSA
LTD2 : 13 February 2020, being the last trading day of Caring Shares prior to
the serving of the Notice
Market Day : A day on which Bursa Securities is open for trading in securities
Mercury Securities or the : Mercury Securities Sdn Bhd (Registration No. 198401000672
Independent Adviser (113193-W)), being the independent adviser appointed by the Board
in accordance with Paragraph 3.06 of the Rules to provide comments,
opinions, information and recommendation on the Offer to the Non-
Interested Directors and the Holders
MOSB : Motivasi Optima Sdn Bhd (Registration No. 201201043183 (1027659-

M))
MOSB’s Undertaking : An irrevocable undertaking, provided by MOSB to the Offeror on 16

December 2019, not to accept the Offer in respect of its remaining
54,425,857 Caring Shares (representing approximately 25.00% equity
interest in Caring), held after the completion of the Acquisition
NA : Net assets
Non-Interested Directors : Directors of Caring (excluding the Interested Directors who have
abstained from deliberations and making any recommendation in
relation to the Offer)
Notice : Notice of the Offer dated 14 February 2020 issued by RHB Investment
Bank, on behalf of the Offeror, and served on the Board
Offer : Unconditional mandatory take-over offer by the Offeror, through RHB

Investment Bank, to acquire all the remaining Caring Shares not
already held by the Offeror for the Offer Price, in accordance with the
terms and conditions set out in the Offer Document, including any
revision thereof
ii
Offer Document : The document dated 6 March 2020 in relation to the Offer together
with the enclosed Form of Acceptance and Transfer
Offer Document LPD : 28 February 2020, being the latest practicable date prior to the Posting
Date
Offer Period : The period commencing from 28 November 2019, being the date of
the signing of the SSA, until the earlier of either:-
(i) the Closing Date; or
(ii) the date on which the Offer lapses or is withdrawn with the
written consent of the SC
Offer Price : Cash offer price of RM2.60 for each Offer Share, subject to any
adjustment in the manner as set out in Section 2.1 of the Offer
Document
Offer Shares : All the remaining 98,454,543 Caring Shares (representing

approximately 45.22% of the total issued shares of Caring) not already
held by the Offeror and MOSB as at the Offer Document LPD
Official List : A list specifying all securities listed on Bursa Securities
PACs : Persons acting in concert with the Offeror in relation to the Offer
pursuant to Sections 216(2) and 216(3) of the CMSA
Posting Date : 6 March 2020, being the date of posting of the Offer Document
Public Spread Requirement : Requirement under Paragraph 8.02(1) of the Listing Requirements
which stipulates that a listed issuer must ensure that at least 25% of
its total listed shares (excluding treasury shares) are in the hands of
public shareholders to ensure its continued listing on the Main Market
of Bursa Securities
RHB Investment Bank : RHB Investment Bank Berhad (Registration No. 197401002639
(19663-P))
Rules : Rules on Take-overs, Mergers and Compulsory Acquisitions issued by

the SC
SC : Securities Commission Malaysia
SEM or the Ultimate Offeror : 7-Eleven Malaysia Holdings Berhad (Registration No. 201301028701
(1058531-W))
SEM Group : Collectively, SEM and its subsidiaries
SOPV : Sum-of-parts valuation
SSA : Conditional share sale agreement dated 28 November 2019 entered

into between CSSSB and MOSB in relation to the Acquisition
TSVT : Tan Sri Dato’ Seri Vincent Tan Chee Yioun
VWAP : Volume-weighted average market price
iii
iii
CURRENCIES
RM and sen : Ringgit Malaysia and sen, respectively, the lawful currency of Malaysia
In this IAC, words referring to the singular shall, where applicable, include the plural and vice versa, and
words referring to the masculine gender shall, where applicable, include the feminine and neuter
genders and vice versa. References to persons shall include companies or corporations, unless
otherwise specified.
All references to “you” or “Holder” in this IAC are to each holder of the Offer Shares, being the person
to whom the Offer is being made. All references to “we”, “us” and “our” in this IAC (save for the Executive
Summary and the letter from the Board) are to Mercury Securities, the Independent Adviser for the Offer.
Any discrepancies in the tables between amounts stated and the totals in this IAC are, unless otherwise
explained, due to rounding.
Any references to time and date in this IAC shall be references to Malaysian time and date, unless
otherwise stated. Where a period specified in the Rules ends on a day which is not a Market Day, the
period is extended until the next Market Day, as appearing in this IAC.
Any references in this IAC to any enactment are references to that enactment as for the time being
amended or re-enacted.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
iv
iv
TABLE OF CONTENTS
PAGE
EXECUTIVE SUMMARY vi
PART A: LETTER FROM THE BOARD
1. INTRODUCTION 1
2. TERMS AND CONDITIONS OF THE OFFER 3
3. DETAILS OF ACCEPTANCES 3
4. DIRECTORS’ INTENTION IN RELATION TO THE OFFER 3
5. NON-INTERESTED DIRECTORS’ COMMENTS 4
6. INDEPENDENT ADVICE LETTER 7
7. NON-INTERESTED DIRECTORS’ RECOMMENDATION 7
8. DIRECTORS’ RESPONSIBILITY STATEMENT 7
PART B: INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES
1. INTRODUCTION 9
2. TERMS AND CONDITIONS OF THE OFFER 9
3. DETAILS OF ACCEPTANCES 10
4. SCOPE AND LIMITATIONS TO THE EVALUATION OF THE OFFER 10
5. EVALUATION OF THE OFFER 11
6. FAIRNESS OF THE OFFER 12
7. REASONABLENESS OF THE OFFER 21
8. LISTING STATUS OF CARING 24
9. COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING HOLDERS 26
10. RATIONALE FOR THE OFFER AND FUTURE PLANS FOR THE CARING 29
GROUP AND ITS EMPLOYEES
11. FURTHER INFORMATION 30
12. CONCLUSION AND RECOMMENDATION 30
APPENDICES
I INFORMATION ON CARING 33
II FURTHER INFORMATION 41
v
v
EXECUTIVE SUMMARY
THIS EXECUTIVE SUMMARY HIGHLIGHTS THE SALIENT INFORMATION OF THE OFFER. WE

ADVISE HOLDERS TO READ BOTH PART A: LETTER FROM THE BOARD AND PART B:
INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES (THE INDEPENDENT ADVISER)
FOR THEIR VIEWS AND RECOMMENDATIONS IN RELATION TO THE OFFER. THIS IAC SHOULD
ALSO BE READ TOGETHER WITH THE OFFER DOCUMENT.
1. INTRODUCTION
On 28 November 2019, CSSSB had entered into the SSA with MOSB for the Acquisition. The
SSA became unconditional on 14 February 2020 and the Acquisition was subsequently
completed on 27 February 2020.
Upon completion of the Acquisition, CSSSB’s shareholding in Caring had increased from
9,628,000 Caring Shares (representing approximately 4.42% of the total issued shares of
Caring) to 64,826,000 Caring Shares (representing approximately 29.78% of the total issued
shares of Caring). Further, TSVT, a major shareholder of SEM, and companies controlled by
him, namely Jitumaju Sdn Bhd and U Telemedia Sdn Bhd, hold 19,572,780 Caring Shares
(representing approximately 8.99% of the total issued shares of Caring). As such, upon
completion of the Acquisition, the collective shareholdings of CSSSB, TSVT, Jitumaju Sdn Bhd
and U Telemedia Sdn Bhd in Caring had increased from approximately 13.41% to
approximately 38.77%. Accordingly, CSSSB is obliged to extend a mandatory take-over offer
to acquire all the remaining Caring Shares not already held by it and PACs for a cash offer price
of RM2.60 per Caring Share pursuant to Section 218(2) of the CMSA and Paragraph 4.01(a)
of the Rules.
Since the collective shareholdings of CSSSB and PACs in Caring (the details of which are set
out in Section 1 in Part A of this IAC) have exceeded 50%, the Offer is unconditional as to
acceptances. Notwithstanding this, the Offer shall be extended to PACs.
As such, upon the SSA becoming unconditional on 14 February 2020, RHB Investment Bank
had, on behalf of the Offeror, served the Notice on the Board in accordance with Paragraph
9.10(1) of the Rules to acquire all the remaining Caring Shares not already held by the Offeror
for the Offer Price. The Board had, on the same day, announced the receipt of the Notice and
a copy of the Notice was subsequently despatched to the shareholders of Caring on 21
February 2020.
In accordance with Paragraph 3.06 of the Rules, Mercury Securities has been appointed as the
Independent Adviser on 12 December 2019 to provide comments, opinions, information and
recommendation on the Offer to the Holders, which shall be contained in this IAC.
In addition to this IAC, you should have by now received a copy of the Offer Document dated 6
March 2020 (together with the enclosed Form of Acceptance and Transfer) in relation to the
Offer.
As set out in the Offer Document:-
(i) SEM (being the holding company of CSSSB) is the Ultimate Offeror of the Offer;
(ii) the PACs as at the Offer Document LPD are:-

(a) TSVT;
(b) Jitumaju Sdn Bhd;
(c) U Telemedia Sdn Bhd;
(d) MOSB;
(e) Chong Yeow Siang;
(f) Soo Chan Chiew;
(g) Tan Lean Boon;
(h) Ang Khoon Lim;
(i) Loo Jooi Leng;
vi
vi
EXECUTIVE SUMMARY (cont’d)
(j) Gooi Chean Keong;

(k) Ch’ng Haw Chong;
(l) Datuk Seri Syed Ali Bin Abbas Alhabshee; and
(m) Indah Pusaka Sdn Bhd.
(iii) as at the Offer Document LPD, save for MOSB’s Undertaking, the Offeror, Ultimate
Offeror and PACs have not received any irrevocable undertaking from any other Holder
to accept or reject the Offer.
Pursuant to Rule 11 of the Rules, the SC has on 12 March 2020 notified that it has no further
comments on this IAC. However, such notification shall not be taken to suggest that the SC
agrees with the recommendations contained herein or assumes responsibility for the
correctness of any statements made or opinions or reports expressed in this IAC.
The purpose of this IAC is to provide you with relevant information on the Offer, the Non-
Interested Directors’ views and recommendation on the Offer as well as the recommendation
of Mercury Securities.
2. TERMS AND CONDITIONS OF THE OFFER
The terms and conditions of the Offer include the following:-
Consideration for the Offer : The cash consideration for the Offer is RM2.60 per Offer
Share, subject to such reduction by an amount equivalent
to the net dividend and/or distribution for each Offer Share
declared, made and/or paid by Caring on or after the date
of the Notice but prior to the Closing Date, of which the
Holders are entitled to retain.
You may accept the Offer in respect of all or part of your

Offer Shares. The Offeror will not pay fractions of a sen to
the Accepting Holders and the cash consideration
payable to the Accepting Holders will be rounded down to
the nearest whole sen, where applicable.
Condition of the Offer : The Offer is not conditional upon any minimum level of
valid acceptances of the Offer Shares since the Offeror,
Ultimate Offeror and PACs already hold, in aggregate,
more than 50% of the voting shares in Caring.
Duration of the Offer : The Offer will remain open for acceptances until 5.00 p.m.
(Malaysian time) on 27 March 2020, being the First
Closing Date or such later date(s) as the Offeror may
decide. Any such extension will be announced by RHB
Investment Bank, on behalf of the Offeror, at least 2 days
before the Closing Date. Notice of any such extension will
be posted to you accordingly. Please refer to Section 2 in
Appendix I of the Offer Document for further information
on the duration of the Offer.
vii
vii
Method of settlement : The settlement of the consideration for the Offer Shares
will be effected through remittance in the form of
cheque(s), banker’s draft(s) or cashier’s order(s) which
will be despatched by ordinary mail to you (or your
designated agent(s), as you may direct) at your registered
Malaysian address last maintained with Bursa Depository
at your own risk within 10 days from the date of the
valid acceptances.
Please refer to Section 2 of the Offer Document and Appendix I of the Offer Document for the
full terms and conditions of the Offer as well as Appendix II of the Offer Document for the
procedures for acceptance and method of settlement of the Offer.
3. DETAILS OF ACCEPTANCES
As at the Offer Document LPD, save for MOSB’s Undertaking, the Offeror, Ultimate Offeror and
PACs have not received any irrevocable commitment from any Holder to accept or reject the
Offer.
Based on announcements on Bursa Securities, the Offeror has received acceptances for a total
of 6,123,900 Offer Shares up to the LPD.
4. EVALUATION OF THE OFFER
In arriving at the conclusion and recommendation, Mercury Securities has assessed and
evaluated the fairness and reasonableness of the Offer in accordance with Paragraphs 1 to 6
under Schedule 2: Part III of the Rules, whereby:-
(i) The term "fair and reasonable” should generally be analysed as 2 distinct criteria, i.e.
whether the Offer is “fair” and whether the Offer is “reasonable”, rather than as a
composite term;
(ii) The Offer is considered as “fair” if the Offer Price is equal to or higher than the market
price and is also equal to or higher than the value of the Offer Shares. However, if the
Offer Price is equal to or higher than the market price but is lower than the value of the
Offer Shares, the Offer is considered as “not fair”. In making the assessment, the value
of the Offer Shares is determined based on the assumption that 100% of the issued
share capital of the Offeree is being acquired;
(iii) In considering whether the Offer is “reasonable”, we have taken into consideration
matters other than the valuation of the Offer Shares; and
(iv) Generally, a take-over offer would be considered “reasonable” if it is “fair”.
viii
viii
4.1 FAIRNESS OF THE OFFER

(please refer to Section 6 in Part B of this IAC for further details)
In assessing the fairness of the Offer, Mercury Securities has considered the following
pertinent factors:-
Considerations
Valuation of the  The Caring Group operates a chain of community pharmacies

Caring Shares primarily under the brand of ‘CARiNG’ in Malaysia. As a retail
operator, the Group undertakes retail sales of pharmaceutical
products which include scheduled drugs, over-the-counter drugs
and health supplements, and also non-pharmaceutical products
like personal care products, medical and healthcare devices, health
food, confectionary, beverages, and household products (“Retail
Business”).
 In arriving at the value of the Caring Shares, Mercury Securities has

adopted the SOPV model as the sole valuation method in view that
the value of the Caring Group comprise (i) the Retail Business and
(ii) cash and cash equivalents of the Group which are considered
in excess of the Group’s working capital requirements in generating
income and/or cash flows for the Retail Business (“Surplus Cash”).
The SOPV represents the aggregate valuation of these
components which shall be valued based on the respective
appropriate valuation methods as follows:-
Business segment / Asset Valuation method

(i) Retail Business DCF
(ii) Surplus Cash NA
 Mercury Securities views the abovementioned valuation method to

be the most appropriate method to estimate the value of the Caring
Shares for the reasons as set out in Section 6.1 in Part B of this
IAC.
 Based on the SOPV model, Mercury Securities has derived a range

of estimated value for the entire equity interest in Caring of between
RM503.00 million (RM2.31 per Caring Share) and RM544.47
million (RM2.50 per Caring Share).
 The Offer Price of RM2.60 is higher than and represents a

premium of between RM0.10 (4.00%) and RM0.29 (12.55%) over
the abovementioned range of estimated value per Caring Share.
Historical market  The Offer Price is higher than the daily VWAPs* of the Caring
price performance Shares since the Listing and up to the LPD. It is also worth noting
of the Caring that the Caring Shares have never traded above the Offer Price
Shares since the Listing and up to the LPD.
 The Offer Price represents a premium of RM0.1000 (4.00%) over

the last traded market price of the Caring Shares on the LTD1 and
a premium of between RM0.1006 (4.02%) and RM0.5945 (29.64%)
over the 5-day, 1-month, 3-month, 6-month and 1-year VWAPs* of
the Caring Shares up to the LTD1.
 The Offer Price represents a premium of RM0.0200 (0.78%) and

RM0.0199 (0.77%) over the last traded market price of the Caring
Shares on the LPD and the 5-day VWAP of the Caring Shares up
to the LPD respectively.
Note:-
* As extracted from Bloomberg which have been adjusted for the effects of
any dividends and corporate exercises throughout the period.
Mercury The Offer is FAIR in view that the Offer Price of RM2.60 is higher than
Securities’ view the estimated value and market price of the Caring Shares.
ix
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4.2 REASONABLENESS OF THE OFFER

(please refer to Section 7 in Part B of this IAC for further details)
In assessing the reasonableness of the Offer, Mercury Securities has considered the
following pertinent factors:-
Considerations
Historical liquidity  The Caring Shares are illiquid, with a simple average monthly
analysis of the trading volume-to-free float for the past 12 months up to February
Caring Shares 2020 (being the last full trading month prior to the LPD) of 0.28%
(with an average monthly trading volume of 213,655 Caring
Shares) (excluding outlier). Further, the monthly trading volume-to-
free float of Caring Shares during the said period had been lower
than that of KLCSU as follows:-
Monthly volume traded over free float (%)

Index / Securities High Low Simple average
KLCSU 18.65 6.06 10.55
Caring Shares 0.66 0.11 0.28

(excluding outlier)*
Note:-
* We have excluded the trading volume of the Caring Shares in
February 2020 as an outlier (which is determined based on extreme
deviation from the average).
No alternative ● As at the LPD, the Board has not received any alternative proposal
proposal and level for the Offer Shares (including any offer to acquire the assets and
of control liabilities of the Caring Group).
● Further, in view that the Offeror, Ultimate Offeror and PACs hold
the majority equity stake of approximately 64.46%* in Caring as at
the Offer Document LPD, any alternative proposal will not be
successful unless with their support. In that respect, the Non-
Interested Directors do not intend to seek an alternative person to
make a take-over offer.
● Unless the Offeror, Ultimate Offeror and PACs are required to

abstain from voting on resolutions sought at shareholders’ general
meetings of the Company, they are able to (through casting of their
votes which represent 64.46%* of the total voting shares in
Caring):-
(i) vote through or vote down any ordinary resolutions (as such
resolutions only require approval from more than 50% of the
total votes cast); and
(ii) vote down any special resolutions (as such resolutions

require approval from at least 75% of the total votes cast).
Note:-
* Based on announcements on Bursa Securities, the Offeror has received
acceptances for a total of 6,123,900 Offer Shares (representing
approximately 2.81% equity interest in Caring) up to the LPD.
Mercury The Offer is REASONABLE as it provides an exit opportunity to the

Securities’ view Holders (especially for those holding a significant number of the Caring
Shares) to realise their investment in the Offer Shares for cash at the
Offer Price.
x
x
5. RECOMMENDATION
5.1 BY MERCURY SECURITIES
Premised on the above and the evaluation of the Offer by Mercury Securities, Mercury
Securities is of the view that the Offer is FAIR and REASONABLE. Accordingly,
Mercury Securities recommends that you ACCEPT the Offer.
However, the decision to be made would rest on the individual risk appetite and specific
investment requirements of the Holders. If the Holders so wish and if the trading liquidity
permits, they may consider disposing of their Caring Shares in the open market in the
event the market prices of Caring Shares are higher than the Offer Price, after taking
into consideration the associated transaction costs and assuming that there will not be
any revision to the Offer Price.
The Holders are advised to closely monitor the market prices, trading volume and any
press releases and/or announcements made in relation to the Offer before making a
decision on the course of action to be taken in respect of the Offer Shares.
Please refer to Section 12 in Part B of this IAC for further details.
5.2 BY THE NON-INTERESTED DIRECTORS
The following Directors (by virtue of them being the PACs) are deemed interested in the
Offer and have abstained from deliberations and making any recommendation in
relation to the Offer:-
(i) Chong Yeow Siang;

(ii) Soo Chan Chiew;
(iii) Tan Lean Boon; and
(iv) Ang Khoon Lim.
After careful examination of the terms and conditions of the Offer as contained in the
Offer Document and taking into consideration the evaluation, views and
recommendation by Mercury Securities as set out in Part B of this IAC, the following
Non-Interested Directors, being:-
(i) Datin Sunita Mei-Lin Rajakumar;

(ii) Tan Sri Dato’ Haji Mohd Ariffin Bin Mohd Yusuf;
(iii) Mazlan Bin Ibrahim; and
(iv) Loh Poh Im
have concurred with the evaluation, views and recommendation of Mercury Securities
that the Offer is FAIR and REASONABLE.
Accordingly, the Non-Interested Directors recommend that you ACCEPT the Offer.
xi
xi
6. IMPORTANT DATES AND EVENTS
The important relevant dates in relation to the Offer are as follows:-
Event Date
Serving of the Notice 14 February 2020
Posting of the Offer Document 6 March 2020
Issuance of this IAC 16 March 2020
First Closing Date(1) 27 March 2020
Note:-
(1) The Offer will remain open for acceptances until 5:00 p.m. (Malaysian time) on 27 March 2020, being the
First Closing Date unless extended or revised in accordance with the Rules or as the Offeror may decide and
RHB Investment Bank may announce, on behalf of the Offeror, at least 2 days before the closing date. Notice
of any such extension or revision will be posted to the Holders accordingly.
You should carefully consider the terms and conditions of the Offer based on all the relevant and
pertinent factors including those which are set out above, and other information as set out in this IAC,
the Offer Document and any other publicly available information.
You are advised to read this IAC in its entirety, together with the Offer Document, carefully for
more information and not rely solely on this Executive Summary before forming an opinion on
the Offer.
xii
xii
PART A
LETTER FROM THE BOARD

(Registration No. 201201027369 (1011859-D))
Registered office:
22-09, Menara 1MK
No. 1 Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan
16 March 2020
Board of Directors
Datin Sunita Mei-Lin Rajakumar (Independent Non-Executive Chairperson)

Chong Yeow Siang (Managing Director)
Soo Chan Chiew (Executive Director)
Tan Lean Boon (Executive Director)
Tan Sri Dato’ Haji Mohd Ariffin Bin Mohd Yusuf (Senior Independent Non-Executive Director)
Ang Khoon Lim (Non-Independent Non-Executive Director)
Mazlan Bin Ibrahim (Non-Independent Non-Executive Director)
Loh Poh Im (Independent Non-Executive Director)
To: The Holders
Dear Sir / Madam,
UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY THE OFFEROR TO ACQUIRE ALL THE

REMAINING CARING SHARES NOT ALREADY HELD BY THE OFFEROR FOR A CASH OFFER
PRICE OF RM2.60 PER CARING SHARE
1. INTRODUCTION
On 28 November 2019, CSSSB had entered into the SSA with MOSB for the Acquisition. The
SSA became unconditional on 14 February 2020 and the Acquisition was subsequently
completed on 27 February 2020.
Upon completion of the Acquisition, CSSSB’s shareholding in Caring had increased from
9,628,000 Caring Shares (representing approximately 4.42% of the total issued shares of
Caring) to 64,826,000 Caring Shares (representing approximately 29.78% of the total issued
shares of Caring). Further, TSVT, a major shareholder of SEM, and companies controlled by
him, namely Jitumaju Sdn Bhd and U Telemedia Sdn Bhd, hold 19,572,780 Caring Shares
(representing approximately 8.99% of the total issued shares of Caring). As such, upon
completion of the Acquisition, the collective shareholdings of CSSSB, TSVT, Jitumaju Sdn Bhd
and U Telemedia Sdn Bhd in Caring had increased from approximately 13.41% to
approximately 38.77%. Accordingly, CSSSB is obliged to extend a mandatory take-over offer
to acquire all the remaining Caring Shares not already held by it and PACs for a cash offer price
of RM2.60 per Caring Share pursuant to Section 218(2) of the CMSA and Paragraph 4.01(a)
of the Rules.
Since the collective shareholdings of CSSSB and PACs in Caring (the details of which are set
out below) have exceeded 50%, the Offer is unconditional as to acceptances. Notwithstanding
this, the Offer shall be extended to PACs.
1
As such, upon the SSA becoming unconditional on 14 February 2020, RHB Investment Bank
had, on behalf of the Offeror, served the Notice on the Board in accordance with Paragraph
9.10(1) of the Rules to acquire all the remaining Caring Shares not already held by the Offeror
for the Offer Price. The Board had, on the same day, announced the receipt of the Notice and
a copy of the Notice was subsequently despatched to the shareholders of Caring on 21
February 2020.
In accordance with Paragraph 3.06 of the Rules, Mercury Securities has been appointed as the
Independent Adviser on 12 December 2019 to provide comments, opinions, information and
recommendation on the Offer to the Holders, which shall be contained in this IAC.
In addition to this IAC, you should have by now received a copy of the Offer Document dated 6
March 2020 (together with the enclosed Form of Acceptance and Transfer) in relation to the
Offer.
As set out in the Offer Document, as at the Offer Document LPD, the shareholdings of the
Offeror, Ultimate Offeror and PACs in Caring are as follows:-
Direct Indirect
No. of Caring No. of Caring
Name Shares %(1) Shares %(1)
Offeror
CSSSB 64,826,000(2) 29.78 - -
Ultimate Offeror
SEM (holding company of CSSSB) - - 64,826,000(3) 29.78
PACs
TSVT (a major shareholder of SEM) 1,200,000 0.55 83,198,780(4) 38.22
Companies controlled by TSVT:-

 Jitumaju Sdn Bhd 11,515,780 5.29 - -
 U-Telemedia Sdn Bhd 6,857,000 3.15 - -
Sub-total 84,398,780 38.77
MOSB 54,425,857 25.00 - -

(a promoter (together with Jitumaju Sdn Bhd)
of Caring for the Listing)
Shareholders and/or directors of MOSB:-

 Chong Yeow Siang 127,401 0.06 54,425,857(5) 25.00
 Soo Chan Chiew 127,301 0.06 54,425,857(5) 25.00
 Tan Lean Boon 127,301 0.06 54,425,857(5) 25.00
 Ang Khoon Lim 127,301 0.06 54,425,857(5) 25.00
 Loo Jooi Leng 225,628 0.10 - -
 Gooi Chean Keong 225,628 0.10 - -
 Ch’ng Haw Chong 303,160 0.14 - -
Datuk Seri Syed Ali Bin Abbas Alhabshee - - 250,000(6) 0.11

(a director of several companies controlled by
TSVT)
Indah Pusaka Sdn Bhd 250,000 0.11 - -

(a company in which Datuk Seri Syed Ali Bin
Abbas Alhabshee indirectly owns 45.00%)
Total 140,338,357 64.46
2
Notes:-
(1) Computed based on 217,706,400 Caring Shares as at the Offer Document LPD.
(2) Based on announcements on Bursa Securities, the Offeror has received acceptances for a total of 6,123,900
Offer Shares (representing approximately 2.81% equity interest in Caring) up to the LPD.
(3) Deemed interested through its interest in CSSSB pursuant to Section 8 of the Act.
(4) Deemed interested through his interests in Jitumaju Sdn Bhd, U Telemedia Sdn Bhd and CSSSB pursuant
to Section 8 of the Act.
(5) Deemed interested through his interest in MOSB pursuant to Section 8 of the Act.
(6) Deemed interested through his interest in Tema Juara Sdn Bhd, which in turn holds 45% equity interest in
Indah Pusaka Sdn Bhd pursuant to Section 8 of the Act.
Save for MOSB’s Undertaking, as at the Offer Document LPD, the Offeror, Ultimate Offeror and
PACs have not received any irrevocable undertaking from any other Holder to accept or reject
the Offer.
Pursuant to Rule 11 of the Rules, the SC has on 12 March 2020 notified that it has no further
comments on this IAC. However, such notification shall not be taken to suggest that the SC
agrees with the recommendations contained herein or assumes responsibility for the
correctness of any statements made or opinions or reports expressed in this IAC.
The purpose of this IAC is to provide you with relevant information on the Offer, the Non-
Interested Directors’ views and recommendation on the Offer as well as the recommendation
of Mercury Securities.
You are advised to read this IAC, together with the Offer Document and carefully
consider the recommendations contained herein before taking any action.
2. TERMS AND CONDITIONS OF THE OFFER
The terms and conditions of the Offer are set out in Section 2 in Part B of this IAC. Please refer
to Section 2 of the Offer Document and Appendix I of the Offer Document for the full terms and
conditions of the Offer as well as Appendix II of the Offer Document for the procedures for
acceptance and method of settlement of the Offer.
Offer.
4. DIRECTORS’ INTENTION IN RELATION TO THE OFFER
As at the LPD, save as disclosed below, the Directors of Caring do not have any interest (direct
and indirect) in the Caring Shares:-
Direct Indirect
Datin Sunita Mei-Lin Rajakumar 150,000 0.07 - -

Chong Yeow Siang 127,401 0.06 54,425,857(2) 25.00
Soo Chan Chiew 127,301 0.06 54,425,857(2) 25.00
Tan Lean Boon 127,301 0.06 54,425,857(2) 25.00
Tan Sri Dato' Haji Mohd Ariffin Bin 100,000 0.05 - -
Mohd Yusuf
Ang Khoon Lim 127,301 0.06 54,425,857(2) 25.00
3
Notes:-
(1) Computed based on 217,706,400 Caring Shares as at the LPD.
Interested Directors
The following Interested Directors intend to ACCEPT the Offer in respect of their direct interests
in the Caring Shares:-

(iv) Ang Khoon Lim.
Through their shareholdings in MOSB, the Interested Directors also have indirect interests in
the Caring Shares. MOSB is a promoter (together with Jitumaju Sdn Bhd) of Caring for the
Listing and is one of the PACs of the Offeror in relation to the Offer.
Pursuant to MOSB’s Undertaking, MOSB will REJECT the Offer in respect of its direct interest
in the Caring Shares.
Non-Interested Directors
In line with their recommendation to the Holders to ACCEPT the Offer, the following Non-
Interested Directors intend to ACCEPT the Offer in respect of their direct interest in the Caring
Shares:-
(i) Datin Sunita Mei-Lin Rajakumar; and

(ii) Tan Sri Dato’ Haji Mohd Ariffin Bin Mohd Yusuf.
Notwithstanding the abovementioned Non-Interested Directors’ intention to accept the Offer,

they may dispose of their Caring Shares in the open market in the event the market prices of
Caring Shares are higher than the Offer Price, after taking into consideration the associated
transaction costs.
5. NON-INTERESTED DIRECTORS’ COMMENTS
5.1 Rationale for the Offer
The Non-Interested Directors have noted the rationale for the Offer as set out in Section
3 of the Offer Document.
The Non-Interested Directors take cognisance that:-
(i) the Offer is a mandatory obligation by the Offeror pursuant to Section 218(2) of
the CMSA and Paragraph 4.01(a) of the Rules as a result of the increase in
collective shareholdings of CSSSB, TSVT, Jitumaju Sdn Bhd and U Telemedia
Sdn Bhd in Caring from approximately 13.41% to approximately 38.77%
following the Acquisition;
(ii) in view that both SEM Group and Caring Group operate within similar retail
sector, the Acquisition and the Offer are part of the SEM Group’s strategy to
expand its network / reach and diversify its products and customer base, which
in turn are expected to further improve the performance of the SEM Group.
Depending on the eventual level of acceptances received by the Offeror, the
Offer provides an opportunity for the SEM Group to increase its shareholdings
in Caring to above 50%, thus allowing the SEM Group to recognise Caring as
a subsidiary and consolidate the financial results of the Caring Group; and
4
(iii) the Offer will provide the Holders with an opportunity to realise their investment
in Caring Shares for cash at a premium over the market price of Caring Shares.
Whilst the SEM Group also rationalise the Acquisition and the Offer in terms of
opportunity for cross-selling of products, expansion of e-commerce sales channel by
leveraging on each other’s network and infrastructure as well as streamlining the
shared business operations including warehousing, distribution and procurement
functions, the Caring Group is not privy to full details of the SEM Group’s future plans
and accordingly, any expected benefits to be derived by the Caring Group could not be
ascertained at this juncture.
Please refer to Section 7 in Part A of this IAC for the Non-Interested Directors’
recommendation in relation to the Offer.
5.2 Future plans for the Caring Group and its employees
The Non-Interested Directors take note of the current intentions of the Offeror and
Ultimate Offeror in relation to the future plans for the Caring Group and its employees
after the completion of the Offer as stated in Section 5 of the Offer Document.
The current intentions of the Offeror and Ultimate Offeror in relation to the future plans
for the Caring Group and its employees after the completion of the Offer are set out
below:-
(i) Continuation of the Caring Group’s business
The Offeror and Ultimate Offeror intend to continue with the existing businesses
and operations of the Caring Group. Through the ‘CARiNG’ outlets, the SEM
Group will, among others, have immediate access to a new network of retail
stores which are mostly situated in shopping malls and is able to widen its
product range by incorporating appropriate products from Caring Group’s
product range. Both groups of companies will be able to cross-sell their
respective products in ‘7-Eleven’ and ‘CARiNG’ outlets thereby providing a
more comprehensive range of products that would bring additional
convenience to customers and ultimately improve customer experience.
(ii) Major changes to the Caring Group’s business
The Offeror and Ultimate Offeror do not have any plan and/or intention to
liquidate any company within the Caring Group, dispose any major asset or
undertake any major re-deployment of the fixed assets of the Caring Group or
introduce or effect any major change to the existing businesses of the Caring
Group as a direct consequence of the Offer except where such change,
disposal and/or redeployment is necessary as part of the process to rationalise
the business activities and/or direction of Caring Group or to improve the use
of resources of Caring Group.
(iii) Employees of the Caring Group
The Offeror and Ultimate Offeror do not have any plan at this juncture to dismiss
or make redundant the existing employees of Caring Group as a direct
consequence of the Offer. However, it should be noted that some changes with
regards to employment and/or redeployment of the Caring Group’s employees
may take place as a result of rationalisation and/or streamlining of business
activities to improve the productivity and efficiency of the enlarged group.
Notwithstanding the above, the Offeror and Ultimate Offeror shall retain the flexibility to
consider options and/or potential opportunities as they consider fit and in the best
interests of the enlarged group which may include strategic investments,
rationalisations and/or restructuring of the Caring Group.
5
As at the Offer Document LPD, save for MOSB’s Undertaking, the Offeror and Ultimate
Offeror have not entered into any negotiation or arrangement or understanding with any
third party in relation to any significant change in the businesses and assets of the
Caring Group or the shareholding structure of Caring.
In view of the above, the Non-Interested Directors note that the future plans of the
Offeror and Ultimate Offeror are generally in line with the rationale for the Acquisition
and the Offer.
5.3 Listing status of Caring
The Non-Interested Directors take note that the Offeror and Ultimate Offeror do not
intend to maintain the listing status of Caring on the Main Market of Bursa
Securities and as such, they will not be taking steps to address any shortfall in the
public shareholding spread of Caring.
In the event 90% or more of the Caring Shares are held by the Offeror either individually
or jointly with its associates pursuant to the Offer, the Offeror and Ultimate Offeror will
procure Caring to take the requisite steps to withdraw its listing status from the Official
List in accordance with Paragraph 16.07 of the Listing Requirements.
However, if more than 75% but less than 90% of the Caring Shares are held by the
Offeror either individually or jointly with its associates pursuant to the Offer, the Offeror
and Ultimate Offeror may request that Caring makes the necessary application to
withdraw its listing status from the Official List pursuant to Paragraph 16.06 of the
Listing Requirements.
If Caring is delisted from the Official List, Caring Shares will no longer be traded on the
Main Market of Bursa Securities.
Please refer to Section 8 in Part B of this IAC for further details.
5.4 Compulsory acquisition and rights of Dissenting Holders
(i) Compulsory acquisition
The Non-Interested Directors take note that in the event the Offeror receives
valid acceptances from the Holders of not less than nine-tenths (9/10) in the
nominal value of the shares in Caring (excluding the Caring Shares already
held by the Offeror, Ultimate Offeror and PACs as at the date of the Offer) on
or before the Closing Date, the Offeror and Ultimate Offeror intend to invoke
the provisions of Section 222(1) of the CMSA, subject to Section 224 of the
CMSA, to compulsorily acquire any remaining Offer Shares for which
acceptances have not been received on or prior to the Closing Date
(“Compulsory Acquisition”).
(ii) Rights of Dissenting Holders
The Non-Interested Directors take note that subject to Section 224 of the
CMSA, if the Offeror receives valid acceptances from the Holders resulting in
the Offeror, Ultimate Offeror and PACs holding not less than nine-tenths (9/10)
in the value of all the shares in Caring on or before the Closing Date, a
Dissenting Holder may exercise his rights under Section 223(1) of the CMSA
by serving a notice on the Offeror to require the Offeror to acquire his Offer
Shares on the same terms as set out in the Offer Document or such other terms
as may be agreed.
6
(iii) Modified approach in relation to the computation of thresholds relating to the
Compulsory Acquisition and the rights of the Dissenting Holders
The Non-Interested Directors take note that on 6 February 2020, the board of
directors of SEM had announced that in view of the disposals of a total of
29,562,000 Caring Shares by certain persons who are deemed to be PACs of
CSSSB without the prior consent of the SC as required under Paragraph 19.01
of the Rules and for purposes of good governance, the board of directors of
SEM has decided to adopt a modified approach in computing the number of
valid acceptances required to invoke the Compulsory Acquisition.
Please refer to Sections 4.2 and 4.3 of the Offer Document as well as Section 9 in Part
B of this IAC for further details.
6. INDEPENDENT ADVICE LETTER
The Holders are advised to read and consider the views and recommendation of Mercury
Securities, the Independent Adviser appointed to provide comments, opinions, information and
recommendation on the Offer to the Non-Interested Directors and the Holders. The IAL is
included in Part B of this IAC.
7. NON-INTERESTED DIRECTORS’ RECOMMENDATION
The following Directors (by virtue of them being the PACs) are deemed interested in the Offer
and have abstained from deliberations and making any recommendation in relation to the
Offer:-

(iv) Ang Khoon Lim.
After careful examination of the terms and conditions of the Offer as contained in the Offer
Document and taking into consideration the evaluation, views and recommendation by Mercury
Securities as set out in Part B of this IAC, the following Non-Interested Directors, being:-
(i) Datin Sunita Mei-Lin Rajakumar;

(ii) Tan Sri Dato’ Haji Mohd Ariffin Bin Mohd Yusuf;
(iii) Mazlan Bin Ibrahim; and
(iv) Loh Poh Im
have concurred with the evaluation, views and recommendation of Mercury Securities that the
Offer is FAIR and REASONABLE.
Accordingly, the Non-Interested Directors recommend that you ACCEPT the Offer.
8. DIRECTORS’ RESPONSIBILITY STATEMENT
The Board has seen and approved the contents of this IAC. The Board, collectively and
individually, accepts full responsibility for the accuracy of the information contained in this IAC
(save for the views and recommendation of Mercury Securities) and confirms, after having
made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in
this IAC have been arrived at after due and careful consideration and there are no other facts
not contained in this IAC, the omission of which would make any information in this IAC
misleading.
7
The responsibility of the Board in respect of:-
(i) the information relating to the Offeror, Ultimate Offeror, PACs, Acquisition and Offer (as
extracted from the Offer Document and other publicly available information) is limited
to ensuring that such information is accurately reproduced in this IAC; and
(ii) the independent advice and expression of opinion by Mercury Securities in relation to
the Offer as set out in Part B of this IAC is limited to ensuring that accurate information
in relation to the Caring Group was provided to Mercury Securities for its evaluation of
the Offer and to ensure that all information in relation to the Caring Group that are
relevant to Mercury Securities’ evaluation of the Offer have been completely disclosed
to Mercury Securities and that there is no material fact, the omission of which would
make any information provided to Mercury Securities false or misleading.
THE HOLDERS ARE ADVISED TO CAREFULLY CONSIDER THE INFORMATION CONTAINED IN

THE OFFER DOCUMENT AND THIS IAC BEFORE MAKING A DECISION ON THE COURSE OF
ACTION TO BE TAKEN.
THE NON-INTERESTED DIRECTORS HAVE NOT TAKEN INTO CONSIDERATION ANY SPECIFIC
INVESTMENT OBJECTIVES, FINANCIAL SITUATIONS, RISK PROFILES AND PARTICULAR
NEEDS OF ANY INDIVIDUAL HOLDER OR ANY SPECIFIC GROUP OF HOLDERS.
THE NON-INTERESTED DIRECTORS RECOMMEND THAT HOLDERS, WHO REQUIRE ADVICE IN

RELATION TO THE OFFER IN THE CONTEXT OF THEIR INVESTMENT OBJECTIVES, FINANCIAL
SITUATIONS, RISK PROFILES OR PARTICULAR NEEDS, SHOULD CONSULT THEIR
RESPECTIVE STOCKBROKERS, BANK MANAGERS, SOLICITORS, ACCOUNTANTS OR OTHER
PROFESSIONAL ADVISERS IMMEDIATELY.
Yours faithfully,
for and on behalf of the Board of
Chong Yeow Siang

Managing Director
8
PART B
INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES

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Aluminium.indd 6
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6
Method of settlement : The settlement of the consideration for the Offer Shares will
be effected through remittance in the form of cheque(s),
banker’s draft(s) or cashier’s order(s) which will be
despatched by ordinary mail to you (or your designated
agent(s), as you may direct) at your registered Malaysian
address last maintained with Bursa Depository at your own
risk within 10 days from the date of the valid
acceptances.
Please refer to Section 2 of the Offer Document and Appendix I of the Offer Document for the
full terms and conditions of the Offer as well as Appendix II of the Offer Document for the
procedures for acceptance and method of settlement of the Offer.
Offer.
4. SCOPE AND LIMITATIONS TO THE EVALUATION OF THE OFFER
We have evaluated the Offer and in rendering our advice, we have considered various factors
which we believe are of relevance and general importance to an assessment of the Offer and
would be of general concern to the Holders.
Our scope as the Independent Adviser is limited to expressing an independent opinion on the
Offer as to whether the Offer is fair and reasonable insofar as the Holders are concerned based
on information and documents provided to us or which are available to us and making enquiries
as were reasonable in the circumstances. In performing our evaluation, we have relied on the
following sources of information:-
(i) information contained in the Notice, Offer Document and the appendices attached
thereto;
(ii) audited consolidated financial statements of Caring for the FYE 31 May 2017, 31 May
2018 and 31 May 2019 as well as the latest unaudited consolidated financial statements
of Caring for the 6-month FPE 30 November 2019;
(iii) discussions with and representations by the Board and management of Caring;
(iv) other relevant information, documents, confirmations and representations furnished to

us by the Board and management of Caring; and
(v) other publicly available information which we deem to be relevant.
We have relied on the Board and management of Caring to take due care to ensure that all
information, documents, confirmations and representations provided by them to facilitate our
evaluation of the Offer are accurate, valid and complete in all material aspects. Nonetheless,
we have made enquiries as were reasonable in the circumstances and we are satisfied that the
information provided to us or which are available to us is sufficient and we have no reason to
believe that the aforementioned information is unreliable, inaccurate, incomplete and/or
misleading as at the LPD.
10
10
Our evaluation as set out in this IAL is rendered solely for the benefit of the Holders as a whole
and not for any specific group of Holders. Hence, in carrying out our evaluation, we have not
taken into consideration any specific investment objectives, financial situations, risk profiles or
particular needs of any individual Holder or any specific group of Holders. We recommend that
any Holder who is in doubt as to the action to be taken or requires advice in relation to the Offer
in the context of his individual investment objectives, financial situation, risk profile or particular
needs to consult his stockbrokers, bank managers, solicitors, accountants or other professional
advisers immediately.
Our advice should be considered in the context of the entirety of this IAL. Our views expressed
in this IAL are, amongst others, based on economic, market and other conditions prevailing, and
the information and/or documents made available to us as at the LPD or such other period as
specified herein. Such conditions may change significantly over a short period of time.
We shall immediately disclose to the SC in writing and notify the Holders by way of press notice
and announcement on Bursa Securities if, after despatching this IAC, as guided by Paragraph
11.07(1) of the Rules, we become aware that this IAC:-
(i) contains a material statement which is false or misleading;
(ii) contains a statement from which there is a material omission; or
(iii) does not contain a statement relating to a material development.
If circumstances require, we shall send a supplementary IAC to the Holders in accordance with
Paragraph 11.07(2) of the Rules.
5. EVALUATION OF THE OFFER
In arriving at our conclusion and recommendation, we have assessed and evaluated the fairness
and reasonableness of the Offer in accordance with Paragraphs 1 to 6 under Schedule 2: Part
III of the Rules, whereby:-
(i) The term "fair and reasonable” should generally be analysed as 2 distinct criteria, i.e.
whether the Offer is “fair” and whether the Offer is “reasonable”, rather than as a
composite term;
(ii) The Offer is considered as “fair” if the Offer Price is equal to or higher than the market
price and is also equal to or higher than the value of the Offer Shares. However, if the
Offer Price is equal to or higher than the market price but is lower than the value of the
Offer Shares, the Offer is considered as “not fair”. In making the assessment, the value
of the Offer Shares is determined based on the assumption that 100% of the issued
share capital of the Offeree is being acquired;
(iii) In considering whether the Offer is “reasonable”, we have taken into consideration
matters other than the valuation of the Offer Shares; and
(iv) Generally, a take-over offer would be considered “reasonable” if it is “fair”.
We have considered the following pertinent factors in our evaluation of the Offer:-
Fairness of the Offer Section 6

 Valuation of the Caring Shares Section 6.1
 Historical market price performance of the Caring Shares Section 6.2
Reasonableness of the Offer Section 7

 Historical liquidity analysis of the Caring Shares Section 7.1
 No alternative proposal and level of control Section 7.2
11
11
6. FAIRNESS OF THE OFFER
6.1 Valuation of the Caring Shares
The Caring Group operates a chain of community pharmacies primarily under the brand
of ‘CARiNG’ in Malaysia. As a retail operator, the Group undertakes retail sales of
pharmaceutical products which include scheduled drugs, over-the-counter drugs and
health supplements, and also non-pharmaceutical products like personal care products,
medical and healthcare devices, health food, confectionary, beverages, and household
products (“Retail Business”).
As at 30 November 2019, the Group has a total of 132 community pharmacies and 1
clinic. As set out in the annual report of Caring for the FYE 31 May 2019, the Group has
embarked on a strategic 5-year transformation plan (codenamed Project V1B) with an
objective to exceed RM1 billion in revenue and a vision to have 200 outlets across all
cities and major towns in Malaysia by 2024.
In arriving at the value of the Caring Shares, we have adopted the SOPV model as our
sole valuation method in view that the value of the Caring Group comprise (i) the Retail
Business and (ii) cash and cash equivalents of the Group which are considered in
excess of the Group’s working capital requirements in generating income and/or cash
flows for the Retail Business (“Surplus Cash”). The SOPV represents the aggregate
valuation of these components which shall be valued based on the respective
appropriate valuation methods as follows:-
Business segment / Asset Valuation method

(i) Retail Business DCF
(ii) Surplus Cash NA
We view the SOPV model to be the most appropriate method to estimate the value of
the Caring Shares for the following reasons:-
(A) Retail Business
We view the DCF valuation model as the most appropriate method to estimate
the value of the Retail Business as the method is able to effectively factor in the
earnings and cash flows potential of the business as well as the timing of such
cash flows to be generated. The DCF valuation model considers both the time
value of money and the future cash flows to be generated by the Retail Business
over a specified period of time. As the methodology entails the discounting of
the future cash flows to be generated from the Retail Business at a specified
discount rate to arrive at its value, the riskiness of generating such cash flows
will also be taken into consideration.
Under the DCF valuation method, the FCFE projected to be generated from the
Retail Business is discounted at an appropriate cost of equity to derive the
present value of all future cash flows from the Retail Business attributable to the
shareholders of Caring.
We have reviewed the future financial information of the Retail Business for the
FYE 31 May 2020 until the FYE 31 May 2024 (“Future Financials”), which was
prepared by the management of Caring based on estimate on a best-effort
basis.
We have considered and evaluated the key bases and assumptions adopted in
the Future Financials and we are satisfied that the key bases and assumptions
used in the preparation of the Future Financials are reasonable given the
prevailing circumstances and significant factors that are known as at the LPD.
12
12
The Future Financials (together with the bases and assumptions adopted
therein) have been reviewed and approved by the Board. The key bases and
assumptions adopted in the preparation of the Future Financials are as follows:-
(i) the Retail Business will continue to operate on a going concern basis
and is expected to sustain its operations in perpetuity;
(ii) there will not be any significant change in the consumer retail industry
landscape which will affect, amongst others, the supply and demand
conditions as well as pricing of products and the market share of
existing players;
(iii) there will not be any significant or material increase in costs which is
expected to have a material adverse effect on the financial results, cash
flows or business prospects of the Retail Business. The increase in
operating costs will be in tandem with sales and/or inflationary effects;
(iv) there will not be any major disruptions to the business operations which
may have a material adverse impact on the financial results, cash flows
or business prospects of the Retail Business, including towards the
attainment of the Group’s objectives under the Project V1B;
(v) the Group will continue to expand its market presence / reach (with
renewed focus at peripheral towns outside Klang Valley and other major
cities in both Peninsular and East Malaysia) by setting up new wholly-
owned and partially-owned outlets (in similar proportion as current
business operations). Further, it is assumed that the Group will be able
to identify and secure strategic locations at reasonable purchase price
or rental rate for the setting up of new outlets;
(vi) sufficient funds will be available or obtainable to finance the working

capital requirements and capital expenditure of the Retail Business
without any material adverse effect on its financial results, cash flows
or business prospects;
(vii) there will not be any significant or material changes in the principal
activities of the Caring Group. For the purpose of the Future Financials,
the FCFE from operations of the clinic has not been considered in view
of the management’s intention to discontinue the said operations, taking
into consideration the insignificant revenue contribution (approximately
0.01% of the Caring Group’s average monthly revenue for the 6-month
FPE 30 November 2019) and loss making position of the clinic (which
commenced operations during the financial quarter ended 30
November 2019) as well as uncertainties involved in respect of the new
business venture;
(viii) there will not be any significant or material changes to the agreements,
contracts, licenses and regulations governing the Retail Business;
(ix) the current accounting policies adopted by the Caring Group will remain
relevant and there will not be any significant changes in the accounting
policies of the Caring Group which may have a material adverse effect
on the financial performance and financial position of the Retail
Business; and
(x) there will not be any significant or material changes in political, social
and economic conditions, monetary and fiscal policies, inflation and
regulatory requirements relating to the Retail Business in Malaysia.
13
13
In order to derive the value of the Retail Business, we have discounted the FCFE projected to be generated from the said business at an appropriate cost of equity to
reflect the rate of return required by the shareholders of Caring. Our valuation, together with the key bases and assumptions adopted, are as follows:-
No Key bases and assumptions Descriptions
(i) FCFE Based on the Future FCFE is the free cash flows from operations available to the equity holders of a company after taking into
Financials for the consideration all operating expenses, movements in working capital, net investing cash flows and net
FYE 31 May 2020 until financing cash flows.
the FYE 31 May 2024
We have reviewed the key bases and assumptions adopted in the Future Financials prepared by the
management of Caring in deriving the FCFE and we are satisfied that they are reasonable given the
prevailing circumstances and significant factors that are known as at the LPD.
(ii) Cost of equity (“Ke”) 6.67% to 6.92% Cost of equity represents the rate of return required by an investor on the cash flow streams generated
by the business given the risks associated with the cash flows. In deriving the cost of equity for the Retail
(based on the expected Business, we have adopted the Capital Asset Pricing Model and derived an estimated cost of equity
capital structure for the ranging between 6.67% and 6.92% with the following inputs:-
respective financial year)
Ke = Rf + β (Rm – Rf)
(iii) Risk-free rate of return (“Rf”) 2.89% Risk-free rate of return represents the expected rate of return from a risk-free investment. The closest
available approximation of the risk-free rate of return is the yield of 10-year Malaysian Government
Securities. As extracted from Bloomberg, the said yield is 2.89% per annum as at the LTD2.
(iv) Expected market rate of return (“Rm”) 9.95% Expected market rate of return represents the expected rate of return for investing in a portfolio consisting
of a weighted sum of assets representing the entire equity market.
In our opinion, the expected rate of return for FTSE Bursa Malaysia Top 100 Index is a good indicator of
the equity market return in Malaysia. Given the volatility of the stock market and market cycles, we view
that a 10-year historical expected rate of return of the said index is an appropriate estimate of the expected
market rate of return as it normalises the year-on-year fluctuations of the stock market and mitigates
market bias. Based on the information sourced from Bloomberg, we have derived an average expected
market rate of return in Malaysia of 9.95% per annum for the past 10 years up to the LTD2.
14
14
(v) Beta (“β”) 0.535 to 0.570 Beta is the sensitivity of an asset’s returns to the changes in market returns. It measures the correlation
of systematic risk between the said asset and the market. A beta of more than 1 signifies that the asset
(based on the expected is riskier than the market and vice versa.
capital structure for the
respective financial year) In deriving the estimated beta for the Retail Business, we have relied on the 3-year historical beta up to
the LTD2 of companies listed on Bursa Securities with a market capitalisation of between RM500.00
million and RM1,000.00 million, which are principally involved in the consumer retail industry(1) involving
the distribution of consumer products including but not limited to medical and healthcare products, health
supplements, personal care products, food and beverages and basic household products. As the
historical beta extracted from Bloomberg is based on the capital structure of the respective companies,
we have un-levered the beta and re-levered the beta based on the expected capital structure of the Retail
Business (with a debt to equity ratio ranging from 0.15 times to 0.25 times based on the Future
Financials). Based on our computation, the re-levered beta of the Retail Business ranges from 0.535 to
0.570.
Note:-
(1) There is no company listed on Bursa Securities which is identical to the Retail Business. Whilst we noted that
the companies may have different business models and offer different products, we view that the identified
companies are adequately comparable to the Retail Business and are reasonable to be adopted for the
purposes of deriving the estimated beta of the industry.
(vi) Perpetuity growth rate (“g”) 1.50% to 2.00% For the period beyond the FYE 31 May 2024, we have adopted a range of perpetuity growth rate of 1.50%
to 2.00% on the FCFE, which we view as reasonable after taking into consideration, amongst others, the
long-term growth prospects of the Retail Business and the consumer retail industry in Malaysia. As a
cross-check, we have considered the following factors:-
(a) in 2020, the wholesale and retail trade subsector is projected to increase 7% (source: Economic
Outlook 2020, Ministry of Finance);
(b) the headline inflation (which is a measure of the general annual increase in the consumer price
index that represents the weighted average price of a basket of consumer goods and services) in
2018 was 1.0% while the headline inflation for the months in 2019 ranges from -0.7% to 1.5%
(source: Bank Negara Malaysia);
(c) inflation is projected to expand 2% in 2020, mainly due to the expected introduction of targeted
fuel subsidy (source: Economic Outlook 2020, Ministry of Finance); and
(d) Malaysia’s gross domestic product growth in 2020 is estimated to be in the range of 3.2% to 4.2%
(source: Economic Stimulus Package 2020, Ministry of Finance).
Therefrom, we derived the terminal value (in present terms) for the Retail Business of between RM330.50
million and RM371.97 million based on the formula set out below.
15
15
(vii) Statutory corporate income tax rate 24% The latest Malaysian statutory corporate income tax rate applicable to the Retail Business is 24%.
Value of the Retail Business ranging from The formula used to derive the value of the Retail Business is as follows:-
RM394.53 million to
RM436.00 million Value of the = Present value of projected FCFE + Present value of terminal value(2)
Retail Business based on the Future Financials(1)
Notes:-
(1) Computed based on the following formula:-
Present value of FCFE = FCFE

(1 + Ke)n
whereby, n represents time in number of years into the future.
(2) Computed based on the following formula:-
Present value of terminal value = Expected sustainable level of FCFE x (1+g)

(Ke - g) x (1 + Ke)n
whereby, n represents the year in which the expected sustainable level of FCFE is derived.
16
16
(B) Surplus Cash
As the Surplus Cash is considered in excess of the Group’s working capital

requirements in generating income and/or cash flows for the Retail Business,
the value of the Surplus Cash is assessed separately.
In deriving the value of the Surplus Cash, we use the unaudited carrying
amount of cash and cash equivalents of the Group as at 30 November 2019
and after deducting the funds required for the Group’s lease liabilities, short-
term borrowings and cash float requirements for the outlets, as set out below:-
Amount
Unaudited carrying amount as at 30 November 2019 (RM’million)
Short-term funds 74.41

Fixed deposits with licensed banks 0.22
(excluding fixed deposits pledged to licensed banks)
Cash and bank balances 56.89
Cash and cash equivalents 131.52
Less:-
(i) Lease liabilities (20.57)
(ii) Short-term borrowings (1.38)
(iii) Cash float requirements for the outlets (1.10)
Surplus Cash 108.47
(C) SOPV for the Caring Shares
Based on the SOPV model, we have derived a range of estimated value for the
entire equity interest in Caring of between RM503.00 million (RM2.31 per
Caring Share) and RM544.47 million (RM2.50 per Caring Share):-
Value
Low range High range
Valuation Total Total
Business segment / Asset Workings method (RM’million) (RM’million)
Value of the:-
(i) Retail Business A DCF 394.53 436.00
(ii) Surplus Cash B NA 108.47 108.47
Value of the Caring Shares A+B SOPV 503.00 544.47
Value per Caring Share Note (1) 2.31 2.50
Note:-
Comments:-
The Offer Price of RM2.60 is higher than and represents a premium of between
RM0.10 (4.00%) and RM0.29 (12.55%) over the range of estimated value per Caring
Share derived using the SOPV method of RM2.31 and RM2.50.
Considering the market position of the Caring Group as one of the leading operators of
community pharmacies in Malaysia, we are of the view that greater emphasis should
be placed on the high range of the valuation i.e. RM2.50 per Caring Share, against
which the Offer Price represents a marginal premium of 4.00%.
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6.2 Historical market price performance of the Caring Shares
The graph below sets out the historical daily VWAPs of the Caring Shares (extracted
from Bloomberg which have been adjusted for the effects of any dividends and
corporate exercises throughout the period) since the Listing and up to the LPD:-
(Source: Bloomberg)
Based on the graph above, the Offer Price is higher than the daily VWAPs of the
Caring Shares since the Listing and up to the LPD. It is also worth noting that the Caring
Shares have never traded above the Offer Price since the Listing and up to the LPD.
From 1 August 2019 and up to the LPD, the daily VWAPs of the Caring Shares had
been trending upwards and reached a high of RM2.5900 (on 4 March 2020). The
increase in the historical market prices of the Caring Shares during the said period may
have been contributed by the following:-
(i) acquisitions of Caring Shares by CSSSB and TSVT via open market purchases
and/or direct business transactions from August 2019 to January 2020 (see
further details in Sections 2.1 and 2.3 in Appendix V of the Offer Document).
For information purposes, the total Caring Shares acquired by CSSSB via open
market purchases represents approximately 71.52% of the total trading volume
of Caring Shares in the open market during the said period;
(ii) announcement by SEM of the Acquisition and the Offer on 28 November 2019
(which were subsequently approved by the shareholders of SEM at its
extraordinary general meeting held on 7 February 2020); and
(iii) serving of the Notice on 14 February 2020.
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Save for the abovementioned and the announcements of the Group’s financial
performance (see table below), there is no significant event being announced since the
Listing and up to the LPD which may have materially impacted the historical market
price performance of the Caring Shares during the said period.
Profit attributable Variance from Variance from

to owners of the comparative Earnings per comparative
Company FYE Caring Share FYE
FYE (RM’000) (%) (sen) (%)
31 May 2019 20,730 11.7 9.52 11.7
31 May 2018 18,560 41.4 8.53 41.4
31 May 2017 13,130 80.1 6.03 80.1
31 May 2016 7,289 43.4 3.35 43.4
31 May 2015 12,869 14.7 5.91 20.8
31 May 2014 15,078 26.6 7.47 33.6
In addition, the principal activities of the Caring Group have remained unchanged since
the Listing and up to the LPD save for the establishment of new outlets under its chain
of community pharmacies and a clinic (during the financial quarter ended 30 November
2019).
Further, the Offer Price is yielding the following premium to the historical closing market
prices / VWAPs of the Caring Shares (extracted from Bloomberg which have been
adjusted for the effects of any dividends and corporate exercises throughout the
period):-
Premium of the Offer Price to the

Closing market historical closing market prices /
prices / VWAPs VWAPs of the Caring Shares
(RM) (RM) (%)
Up to the LTD1:-
(22 November 2019)
Last traded market price 2.5000 0.1000 4.00

5-day VWAP 2.4994 0.1006 4.02
1-month VWAP 2.4424 0.1576 6.45
3-month VWAP 2.2521 0.3479 15.45
6-month VWAP 2.1519 0.4481 20.82
1-year VWAP 2.0055 0.5945 29.64
Up to the LTD2:-
(13 February 2020)

5-day VWAP 2.5608 0.0392 1.53
1-month VWAP 2.5496 0.0504 1.98
3-month VWAP 2.5339 0.0661 2.61
6-month VWAP 2.3492 0.2508 10.68
1-year VWAP 2.1886 0.4114 18.80
Up to the LPD:-
(10 March 2020)

5-day VWAP 2.5801 0.0199 0.77
(Source: Bloomberg)
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Based on the table above, we noted that the Offer Price:-
(i) represents a premium of RM0.1000 (4.00%) over the last traded market price
of the Caring Shares on the LTD1 and a premium of between RM0.1006
(4.02%) and RM0.5945 (29.64%) over the 5-day, 1-month, 3-month, 6-month
and 1-year VWAPs of the Caring Shares up to the LTD1;
(ii) represents a premium of RM0.0300 (1.17%) over the last traded market price
of the Caring Shares on the LTD2 and a premium of between RM0.0392
(1.53%) and RM0.4114 (18.80%) over the 5-day, 1-month, 3-month, 6-month
and 1-year VWAPs of the Caring Shares up to the LTD2; and
(iii) represents a premium of RM0.0200 (0.78%) and RM0.0199 (0.77%) over the
last traded market price of the Caring Shares on the LPD and the 5-day VWAP
of the Caring Shares up to the LPD respectively.
Our view on the fairness of the Offer:-
Based on our analysis as set out in Sections 6.1 and 6.2 in Part B of this IAC, we view the Offer
as FAIR in view that the Offer Price of RM2.60:-
(i) is higher than and represents a premium of between RM0.10 (4.00%) and RM0.29
(12.55%) over the range of estimated value per Caring Share derived using the SOPV
method of RM2.31 and RM2.50;
(ii) is higher than the daily VWAPs* of the Caring Shares since the Listing and up to the
LPD and the Caring Shares have never traded above the Offer Price since the Listing
and up to the LPD;
(iii) represents a premium of RM0.1000 (4.00%) over the last traded market price of the
Caring Shares on the LTD1 and a premium of between RM0.1006 (4.02%) and
RM0.5945 (29.64%) over the 5-day, 1-month, 3-month, 6-month and 1-year VWAPs*
of the Caring Shares up to the LTD1; and
(iv) represents a premium of RM0.0200 (0.78%) and RM0.0199 (0.77%) over the last
traded market price of the Caring Shares on the LPD and the 5-day VWAP of the Caring
Shares up to the LPD respectively.
* As extracted from Bloomberg which have been adjusted for the effects of any dividends and corporate
exercises throughout the period.
You are advised to closely monitor the market prices of the Caring Shares and evaluate the
Offer Price before deciding whether to accept or reject the Offer for your Offer Shares prior to
the Closing Date. If you so wish and if the trading liquidity permits, you may consider disposing
of your Caring Shares in the open market in the event the market prices of Caring Shares are
higher than the Offer Price, after taking into consideration the associated transaction costs and
assuming that there will not be any revision to the Offer Price.
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7. REASONABLENESS OF THE OFFER
7.1 Historical liquidity analysis of the Caring Shares
The monthly highest and lowest trading market prices (extracted from Bloomberg which
have been adjusted for the effects of any dividends and corporate exercises throughout
the period) and trading volume of the Caring Shares for the past 12 months up to
February 2020 (being the last full trading month up to the LPD) are shown below:-
Monthly volume Monthly volume

High Low traded(1) traded over free float(2)
Month (RM) (RM) (units) (%)
2020
February 2.590 2.500 3,192,500(3) 4.83(3)
January 2.530 2.490 149,800 0.23
2019
December 2.570 2.480 177,400 0.27
November 2.520 2.320 76,900 0.11
October 2.500 1.958 220,700 0.29
September 2.240 1.928 171,300 0.22
August 2.240 1.850 243,300 0.31
July 1.919 1.841 171,000 0.22
June 1.889 1.811 126,000 0.16
May 1.899 1.860 150,000 0.19
April 1.919 1.850 344,700 0.44
March 1.919 1.763 519,100 0.66
Simple average 213,655 0.28
(Sources: Bloomberg and announcements on Bursa Securities)
Notes:-
(1) Monthly volume traded excludes the Caring Shares traded in the open market by the
Directors, substantial shareholders of Caring as well as those purchased from the open
market and retained as treasury shares by Caring during the respective months, if any.
(2) Free float excludes the Caring Shares held by the Directors and substantial
shareholders of Caring as well as those retained as treasury shares by Caring as at the
end of the respective months, if any.
(3) The trading volume is deemed an outlier (which is determined based on extreme
deviation from the average) and hence, is excluded from the computation of simple
average.
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We have further noted that the trading volume-to-free float of Caring Shares had been
lower than the trading volume for KLCSU during the same period as shown in the graph
below:-
(Sources: Bloomberg and announcements on Bursa Securities)

KLCSU 18.65 6.06 10.55
Caring Shares (excluding outlier)* 0.66 0.11 0.28
Note:-
* We have excluded the trading volume of the Caring Shares in February 2020 as an outlier (which
is determined based on extreme deviation from the average).
Based on our analysis, there was a significant increase in the trading volume of the
Caring Shares in February 2020, which may have been contributed by the approval of
the Acquisition and the Offer by shareholders of SEM on 7 February 2020 and
thereafter, the serving of the Notice on 14 February 2020. Hence, we have excluded
the trading volume of the Caring Shares in February 2020 for the purpose of our
assessment.
Save for the abovementioned, there is no significant event being announced for the
past 12 months up to February 2020 (being the last full trading month prior to the LPD)
which may have materially impacted the trading volume of the Caring Shares during
the said period.
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Comments:-
The Caring Shares are illiquid, with a simple average monthly trading volume-to-free
float for the past 12 months up to February 2020 (being the last full trading month prior
to the LPD) of 0.28% (with an average monthly trading volume of 213,655 Caring
Shares) (excluding outlier). Further, the monthly trading volume-to-free float of Caring
Shares during the said period had been lower than that of KLCSU (which ranges from
6.06% to 18.65%, with a simple average of 10.55%).
If the Offeror accumulates a higher shareholding level as a result of valid acceptances

received pursuant to the Offer and/or via further acquisitions, the liquidity of the Caring
Shares and the Holders’ ability to dispose of their Caring Shares in the open market
after the Closing Date may be further constrained.
Considering the above, the Offer represents an avenue for the Holders (especially for
those holding a significant number of the Caring Shares) to realise their investment in
the Caring Shares for cash at the Offer Price.
However, the above evaluation is based on the historical trading volume of the Caring
Shares for the respective periods as well as the free float as at the respective dates
and should not be relied upon as an indication of the future trading liquidity of the Caring
Shares, which may be influenced by amongst others, the performance and prospects
of the Caring Group, prevailing economic conditions, economic outlook, stock market
conditions, market sentiments and other general macroeconomic conditions as well as
company-specific factors.
7.2 No alternative proposal and level of control
As at the LPD, the Board has not received any alternative proposal for the Offer Shares
(including any offer to acquire the assets and liabilities of the Caring Group).
In the absence of an alternative proposal, the Offer presents an opportunity for the
Holders to realise their investment in the Offer Shares for cash at the Offer Price.
Further, in view that the Offeror, Ultimate Offeror and PACs hold the majority equity
stake of approximately 64.46%* in Caring as at the Offer Document LPD, any
alternative proposal will not be successful unless with their support. In that respect, the
Non-Interested Directors do not intend to seek an alternative person to make a take-
over offer.
Unless the Offeror, Ultimate Offeror and PACs are required to abstain from voting on
resolutions sought at shareholders’ general meetings of the Company, they are able to
(through casting of their votes which represent 64.46%* of the total voting shares in
Caring):-
(i) vote through or vote down any ordinary resolutions (as such resolutions only
require approval from more than 50% of the total votes cast); and
(ii) vote down any special resolutions (as such resolutions require approval from
at least 75% of the total votes cast).
Note:-
* Based on announcements on Bursa Securities, the Offeror has received acceptances for a total of
6,123,900 Offer Shares (representing approximately 2.81% equity interest in Caring) up to the LPD.
Our view on the reasonableness of the Offer:-
Based on our analysis as set out in Sections 7.1 and 7.2 in Part B of this IAC, we view the Offer
as REASONABLE as it provides an exit opportunity to the Holders (especially for those holding
a significant number of the Caring Shares) to realise their investment in the Offer Shares for
cash at the Offer Price.
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8. LISTING STATUS OF CARING
(i) Provisions of the Listing Requirements
Paragraph 8.02(1) of the Listing Requirements stipulates the Public Spread

Requirement, whereby a listed issuer must ensure that at least 25% of its total listed
shares (excluding treasury shares) are in the hands of public shareholders to ensure
its continued listing on the Main Market of Bursa Securities. Bursa Securities may
accept a percentage lower than 25% of the total number of listed shares (excluding
treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid
market in such shares.
The non-compliance with the Public Spread Requirement will not automatically result
in the delisting of the listed issuer. A listed issuer which fails to maintain the required
public shareholding spread may request for an extension of time to rectify the situation
in the manner as may be prescribed by Bursa Securities. Where no extension of time
is granted by Bursa Securities or the non-compliance with the Public Spread
Requirement is not rectified within the timeframe, Bursa Securities may take or impose
any type of action or penalty pursuant to Paragraph 16.19 of the Listing Requirements
for a breach of Paragraph 8.02(1) of the Listing Requirements, which may include
suspension of trading of the securities of the listed issuer pursuant to Paragraph
16.02(1) of the Listing Requirements and delisting of the listed issuer.
Further, subject to Paragraph 16.02(3) of the Listing Requirements (as detailed below),
where the public shareholding spread of a listed issuer is 10% or less of its total listed
shares (excluding treasury shares), Bursa Securities shall suspend trading of the
securities of the listed issuer upon expiry of 30 Market Days from the date of immediate
announcement by the listed issuer pursuant to Paragraph 8.02(3) of the Listing
Requirements, where the Public Spread Requirement is not met. In this regard, the
suspension will only be uplifted upon the listed issuer’s full compliance with the Public
Spread Requirement or as may be determined by Bursa Securities.
In accordance with Paragraph 16.02(3) of the Listing Requirements, Bursa Securities

shall suspend the trading of the securities of the listed issuer upon expiry of 5 Market
Days from the close of the take-over offer if the listed issuer has made an
announcement that the offeror does not intend to maintain the listed issuer’s listing
status pursuant to Paragraph 9.19(48) of the Listing Requirements. Paragraph 9.19(48)
of the Listing Requirements requires that in relation to a take-over offer, an immediate
announcement must be made by the listed issuer upon 90% or more of the listed shares
(excluding treasury shares) of the listed issuer being held by a shareholder either
individually or jointly with associates of the said shareholder. Thereafter, the listed
issuer may withdraw its listing from the Official List in accordance with Paragraph 16.07
of the Listing Requirements.
Notwithstanding the above, a listed issuer may request to withdraw its listing from the
Official List if:-
(a) the listed issuer convenes a general meeting to obtain its shareholders’
approval and a separate meeting for the approval of the holders of any other
class of listed securities, if applicable;
(b) the passing of the resolution for the withdrawal of listing is subject to the
following conditions:-
(1) the resolution is approved by a majority of shareholders and holders

of any other class of listed securities, if applicable, in number,
representing 75% of the total number of issued securities held by the
shareholders and other securities holders respectively, present and
voting either in person or by proxy at each meeting; and
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(2) the number of votes cast against the resolution, if any, by each class
of listed securities respectively, if applicable, is not more than 10% of
the total number of issued securities held by the shareholders and
other securities holders respectively, present and voting either in
person or by proxy at each meeting.
Where the constituent document of the listed issuer imposes a stricter condition
in respect of the votes required to approve the withdrawal of listing, such stricter
condition will apply in substitution of the foregoing provision;
(c) the shareholders and holders of any other class of listed securities, if
applicable, are offered a reasonable cash alternative or other reasonable
alternative (“Exit Offer”); and
(d) the listed issuer appoints an independent adviser, which meets the approval of
the independent directors, to advise and make recommendations for the
consideration of the shareholders and holders of any other class of listed
securities, if applicable, in connection with the withdrawal of its listing as well
as the fairness and reasonableness of the Exit Offer.
(ii) Intention of the Offeror and Ultimate Offeror
The Offeror and Ultimate Offeror do not intend to maintain the listing status of
Caring on the Main Market of Bursa Securities and as such, they will not be taking
steps to address any shortfall in the public shareholding spread of Caring.
In the event 90% or more of the Caring Shares are held by the Offeror either individually
or jointly with its associates pursuant to the Offer, the Offeror and Ultimate Offeror will
procure Caring to take the requisite steps to withdraw its listing status from the Official
List in accordance with Paragraph 16.07 of the Listing Requirements.
However, if more than 75% but less than 90% of the Caring Shares are held by the
Offeror either individually or jointly with its associates pursuant to the Offer, the Offeror
and Ultimate Offeror may request that Caring makes the necessary application to
withdraw its listing status from the Official List pursuant to Paragraph 16.06 of the
Listing Requirements.
If Caring is delisted from the Official List, Caring Shares will no longer be traded on the
Main Market of Bursa Securities.
(iii) Comments
Should there be any suspension in trading / delisting of the Caring Shares consequent
to the circumstances above, the Holders will not be able to trade these securities on
the Main Market of Bursa Securities.
You are advised to closely monitor any press releases and/or announcements made in
relation to the Offer, particularly on the level of acceptances and non-compliance with
the Public Spread Requirement (if any).
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9. COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING HOLDERS
(i) Compulsory acquisition
As set out in Section 4.2 of the Offer Document, in the event the Offeror receives valid
acceptances from the Holders of not less than nine-tenths (9/10) in the nominal value
of the shares in Caring (excluding the Caring Shares already held by the Offeror,
Ultimate Offeror and PACs as at the date of the Offer) on or before the Closing Date,
the Offeror and Ultimate Offeror intend to invoke the provisions of Section 222(1)
of the CMSA, subject to Section 224 of the CMSA, to compulsorily acquire any
remaining Offer Shares for which acceptances have not been received on or prior to
the Closing Date (“Compulsory Acquisition”).
In accordance with Section 224(1) of the CMSA, where a notice is given under Section
222(1) of the CMSA, the court may, on an application made by any Dissenting Holder
within 1 month from the date on which the notice was given by the Offeror, order that
the Offeror shall not be entitled and shall not be bound to acquire the Offer Shares of
any Dissenting Holder, or specify terms of acquisition that are different from the terms
of the Offer.
(ii) Rights of Dissenting Holders
As set out in Section 4.2 of the Offer Document, subject to Section 224 of the CMSA, if
the Offeror receives valid acceptances from the Holders resulting in the Offeror,
Ultimate Offeror and PACs holding not less than nine-tenths (9/10) in the value of all
the shares in Caring on or before the Closing Date (“Section 223 Threshold”), a
Dissenting Holder may exercise his rights under Section 223(1) of the CMSA by serving
a notice on the Offeror to require the Offeror to acquire his Offer Shares on the same
terms as set out in the Offer Document or such other terms as may be agreed.
In accordance with Section 224(3) of the CMSA, when a Dissenting Holder exercises
his rights under Section 223(1) of the CMSA, the court may, on an application made by
such Dissenting Holder or the Offeror, order that the terms on which the Offeror shall
acquire such Offer Shares shall be as the court thinks fit.
Section 223(2) of the CMSA requires the Offeror to give the Dissenting Holders a notice
in the manner specified by the SC of the rights exercisable by the Dissenting Holders
under Section 223(1) of the CMSA, within 1 month from the fulfilment of the Section
223 Threshold. Such notice may specify the period for the exercise of the rights of the
Dissenting Holders, which shall, in any event, be no less than 3 months after the Closing
Date.
We wish to advise that if you have become entitled to and wish to exercise your rights
under Section 223 of the CMSA, you should consult your legal adviser immediately.
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(iii) Modified approach in relation to the computation of thresholds relating to the
Compulsory Acquisition and the rights of the Dissenting Holders
As set out in Section 4.3 of the Offer Document, on 6 February 2020, the board of
directors of SEM had announced that in view of the disposals of a total of 29,562,000
Caring Shares by certain persons who are deemed to be PACs of CSSSB (“Parties”)
without the prior consent of the SC as required under Paragraph 19.01 of the Rules
(“Affected Caring Shares”) and for purposes of good governance, the board of
directors of SEM has decided to adopt a modified approach (“Modified Approach”) in
computing the number of valid acceptances required to invoke the Compulsory
Acquisition, as follows:-
No. of Caring No. of No. of

No. of Caring Shares
Shares in issue Affected Affected
x − held by CSSSB and
9/10 + Caring + Caring
as at the Posting PACs as at the Posting
Shares Shares
Date Date
disposed disposed
For information purposes, the Modified Approach is intended to restore the

shareholdings of the PACs in Caring as at the Posting Date to a level that would have
prevailed had the Affected Caring Shares not been disposed by the Parties, in
determining the threshold of valid acceptances required for CSSSB to invoke the
Compulsory Acquisition. Based on the Modified Approach, the threshold of valid
acceptances required to invoke the Compulsory Acquisition will be higher.
In addition, with regards to the provisions of Section 223 of the CMSA, a similar
adjustment will be applied in determining the level of valid acceptances that CSSSB
and PACs must achieve whereupon a Dissenting Holder may exercise his rights to
require CSSSB to acquire his Offer Shares. Such adjustment will enable the Dissenting
Holder to exercise his rights under Section 223 of the CMSA at a lower threshold.
Solely for illustrative purposes, a comparison of the computations of the required

thresholds in connection with the Compulsory Acquisition and the rights of the
Dissenting Holders as prescribed under the CMSA and under the Modified Approach,
calculated based on the shareholdings of CSSSB and PACs in Caring as at the Offer
Document LPD is set out below:-
(i) Compulsory Acquisition
Original approach
prescribed under
Section 222 of the
CMSA Modified Approach
(No. of Caring Shares) (No. of Caring Shares)
No. of Caring Shares in issue 217,706,400 217,706,400
Less:-
No. of Caring Shares held by (140,338,357) (140,338,357)
CSSSB and PACs as at the
Posting Date(1)
Open portion 77,368,043 77,368,043
Less:-
Total no. of Affected Caring not applicable (29,562,000)
Shares disposed
Restated open portion not applicable 47,806,043
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Original approach
prescribed under
Section 222 of the
Nine-tenths (9/10) in the 69,631,239 43,025,439

nominal value of Caring Shares
under the open portion /
restated open portion, as the
case may be
Add back:-
Total no. of Affected Caring - 29,562,000
Shares disposed
No. of Caring Shares for 69,631,239 72,587,439

which valid acceptances are
required to invoke the
Compulsory Acquisition
Note:-
(1) Assuming the shareholdings of CSSSB and PACs in Caring as at the Posting Date
remain unchanged from the Offer Document LPD.
Based on the illustration above, the number of Caring Shares (including all valid
acceptances pursuant to the Offer) that CSSSB and PACs are required to hold
in order to invoke the Compulsory Acquisition under the Modified Approach is
212,925,796 Caring Shares.
(ii) Rights of the Dissenting Holders
Original approach
prescribed under
Section 223 of the
90% of all the Caring Shares in 195,935,760 195,935,760

issue
Less:-
(i) No. of Caring Shares (140,338,357) (140,338,357)
already held by CSSSB
and PACs(1)
(ii) Total no. of Affected - (29,562,000)

Caring Shares disposed
No. of Caring Shares for 55,597,403 26,035,403

which valid acceptances
must be obtained by CSSSB
to enable the Dissenting
Holders to exercise their
rights under Section 223 of
the CMSA
Note:-
(1) Assuming the shareholdings of CSSSB and PACs in Caring remain unchanged from the
Offer Document LPD.
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Based on the illustration above, the number of Caring Shares (including all valid
acceptances pursuant to the Offer) that CSSSB and PACs are required to hold
in order for the Dissenting Holders to exercise their rights under Section 223 of
the CMSA under the Modified Approach is 166,373,760 Caring Shares.
For the avoidance of doubt, the illustrative computations of the required thresholds
included in this section should not be construed as the final thresholds required for the
Offeror to invoke the Compulsory Acquisition or for the Dissenting Holders to exercise
their rights under Section 223 of the CMSA. The final thresholds are dependent on the
actual number of Caring Shares held by the Offeror and PACs as at the relevant date.
10. RATIONALE FOR THE OFFER AND FUTURE PLANS FOR THE CARING GROUP AND ITS
EMPLOYEES
We refer to the rationale for the Offer and future plans for the Caring Group and its employees
as set out in Sections 3 and 5 of the Offer Document respectively. Set out below are our
comments on:-
Rationale for the Offer
The Acquisition and the Offer are part of the SEM Group’s strategy to expand its network /
reach and diversify its products and customer base, which in turn are expected to further
improve the performance of the SEM Group. Depending on the eventual level of acceptances
received by the Offeror, the Offer provides an opportunity for the SEM Group to increase its
shareholdings in Caring to above 50%, thus allowing the SEM Group to recognise Caring as a
subsidiary and consolidate the financial results of the Caring Group.
As a result of the Acquisition, the collective shareholdings of CSSSB, TSVT, Jitumaju Sdn Bhd
and U Telemedia Sdn Bhd in Caring increased from approximately 13.41% to approximately
38.77%. Arising therefrom, the Offer is a mandatory requirement pursuant to Section 218(2) of
the CMSA and Paragraph 4.01(a) of the Rules.
The Offer provides an opportunity for the Holders to realise their investment in the Caring
Shares for cash at the Offer Price. The Offer Price of RM2.60 is equivalent to the price paid by
the Offeror for each Caring Share acquired pursuant to the Acquisition and is not lower than
any price (excluding stamp duty and commission) paid by the Offeror, Ultimate Offeror and
PACs for the purchase of Caring Shares during the 6 months prior to the beginning of the Offer
Period, to be in compliance with Paragraph 6.03(1) of the Rules. The disclosure of dealings in
the Caring Shares by the Offeror, Ultimate Offeror and PACs during the 6 months prior to the
commencement of the Offer Period and up to the LPD is set out in Section 2 in Appendix V of
the Offer Document (up to Offer Document LPD)_and announcements on Bursa Securities.
Further, as set out in Section 6 in Appendix I of the Offer Document, if the Offeror or the Ultimate
Offeror or any of the PACs purchase or agree to purchase any of the Offer Shares during the
Offer Period at a consideration that is higher than the Offer Price, the Offeror shall increase the
Offer Price to an amount not less than the highest price (excluding stamp duty and commission)
paid or agreed to be paid by the Offeror or the Ultimate Offeror or any of the PACs for the Offer
Shares during the Offer Period. If the Offeror increases the Offer Price, Holders who have
accepted the Offer prior to the revision in the Offer Price will be paid the revised price in cash.
Please refer to Sections 6 and 7 in Part B of this IAC for our evaluation on the fairness and
reasonableness of the Offer and Section 12 in Part B of this IAC for our conclusion and
recommendation in respect of the Offer.
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Future plans for the Caring Group and its employees
The current intentions of the Offeror and Ultimate Offeror in relation to the future plans for the
Caring Group and its employees after the completion of the Offer (see full details in Section 5
of the Offer Document) is summarised as follows:-
(i) continuation of the existing businesses and operations of the Caring Group;
(ii) no plan and/or intention to liquidate any company within the Caring Group, dispose any
major asset or undertake any major re-deployment of the fixed assets of the Caring
Group or introduce or effect any major change to the existing businesses of the Caring
Group as a direct consequence of the Offer; and
(iii) no plan at this juncture to dismiss or make redundant the existing employees of the
Caring Group as a direct consequence of the Offer,
unless pursuant to rationalisation and/or streamlining of business activities for the betterment
of the Group.
Notwithstanding the above, the Offeror and Ultimate Offeror shall retain the flexibility to consider
options and/or potential opportunities as they consider fit and in the best interests of the
enlarged group which may include strategic investments, rationalisations and/or restructuring
of the Caring Group.
As at the Offer Document LPD, save for MOSB’s Undertaking, the Offeror and Ultimate Offeror
have not entered into any negotiation or arrangement or understanding with any third party in
relation to any significant change in the businesses and assets of the Caring Group or the
shareholding structure of Caring.
Pursuant to the Acquisition, the SEM Group has emerged as the largest direct shareholder in
Caring. Based on the rationale for the Offer as set out in Section 3 of the Offer Document, the
Caring Group may benefit from opportunity for cross-selling of products, expansion of e-
commerce sales by leveraging on each other’s network and infrastructure as well as
streamlining the shared business operations including warehousing, distribution and
procurement functions. However, as the Caring Group is not privy to full details of the SEM
Group’s future plans, any expected benefits to be derived by the Caring Group could not be
ascertained at this juncture.
11. FURTHER INFORMATION
The Holders are advised to refer to the views and recommendation of the Non-Interested
Directors as set out in Part A of this IAC as well as the attached appendices and other relevant
information in the Offer Document for further details in relation to the Offer.
12. CONCLUSION AND RECOMMENDATION
In arriving at our conclusion and recommendation, we have assessed and evaluated the
fairness and reasonableness of the Offer in accordance with Paragraphs 1 to 6 under Schedule
2: Part III of the Rules, whereby the term "fair and reasonable” should generally be analysed as
2 distinct criteria, i.e. whether the Offer is “fair” and whether the Offer is “reasonable”, rather
than as a composite term.
The Offer is considered as “fair” if the Offer Price is equal to or higher than the market price and
is also equal to or higher than the value of the Offer Shares. However, if the Offer Price is equal
to or higher than the market price but is lower than the value of the Offer Shares, the Offer is
considered as “not fair”.
30
30
In considering whether the Offer is “reasonable”, we have taken into consideration matters other
than the valuation of the Offer Shares. Generally, a take-over offer would be considered
“reasonable” if it is “fair”.
Summarised below are the pertinent factors which you should carefully consider prior to making
a decision whether to accept or reject the Offer:-
Fairness We view the Offer as FAIR in view that:-
(i) the Offer Price of RM2.60 is higher than and represents a premium of
between RM0.10 (4.00%) and RM0.29 (12.55%) over the range of
estimated value per Caring Share derived using the SOPV model of RM2.31
to RM2.50; and
(ii) the Offer Price of RM2.60:-
(a) is higher than the daily VWAPs* of the Caring Shares since the
Listing and up to the LPD and the Caring Shares have never traded
above the Offer Price since the Listing and up to the LPD;
(b) represents a premium of RM0.1000 (4.00%) over the last traded

market price of the Caring Shares on the LTD1 and a premium of
between RM0.1006 (4.02%) and RM0.5945 (29.64%) over the 5-
day, 1-month, 3-month, 6-month and 1-year VWAPs* of the Caring
Shares up to the LTD1; and
(c) represents a premium of RM0.0200 (0.78%) and RM0.0199 (0.77%)

over the last traded market price of the Caring Shares on the LPD
and the 5-day VWAP of the Caring Shares up to the LPD
respectively.
* As extracted from Bloomberg which have been adjusted for the effects of any
dividends and corporate exercises throughout the period.
Reasonableness We view the Offer as REASONABLE as it provides an exit opportunity to the

Holders (especially for those holding a significant number of the Caring Shares)
to realise their investment in the Offer Shares for cash at the Offer Price in view
that:-
(i) the Caring Shares are illiquid, with a simple average monthly trading
volume-to-free float for the past 12 months up to February 2020 (being the
last full trading month prior to the LPD) of 0.28% (with an average monthly
trading volume of 213,655 Caring Shares) (excluding outlier). Further, the
monthly trading volume-to-free float of Caring Shares during the said period
had been lower than that of KLCSU as follows:-

KLCSU 18.65 6.06 10.55
Caring Shares (excluding outlier)* 0.66 0.11 0.28
Note:-
* We have excluded the trading volume of the Caring Shares in February 2020
as an outlier (which is determined based on extreme deviation from the
average).
31
31
Reasonableness (ii) as at the LPD, the Board has not received any alternative proposal for the
Offer Shares (including any offer to acquire the assets and liabilities of the
Caring Group).
Further, in view that the Offeror, Ultimate Offeror and PACs hold the majority
equity stake of approximately 64.46%* in Caring as at the Offer Document
LPD, any alternative proposal will not be successful unless with their
support. In that respect, the Non-Interested Directors do not intend to seek
an alternative person to make a take-over offer.
Unless the Offeror, Ultimate Offeror and PACs are required to abstain from
voting on resolutions sought at shareholders’ general meetings of the
Company, they are able to (through casting of their votes which represent
64.46%* of the total voting shares in Caring):-
(i) vote through or vote down any ordinary resolutions (as such
resolutions only require approval from more than 50% of the total
votes cast); and
(ii) vote down any special resolutions (as such resolutions require
approval from at least 75% of the total votes cast).
Note:-
* Based on announcements on Bursa Securities, the Offeror has received acceptances
for a total of 6,123,900 Offer Shares (representing approximately 2.81% equity
interest in Caring) up to the LPD.
Premised on the above and our evaluation of the Offer, we are of the view that the Offer is FAIR
and REASONABLE. Accordingly, we recommend that the Holders ACCEPT the Offer.
However, the decision to be made would rest on the individual risk appetite and specific
investment requirements of the Holders. If the Holders so wish and if the trading liquidity
permits, they may consider disposing of their Caring Shares in the open market in the event the
market prices of Caring Shares are higher than the Offer Price, after taking into consideration
the associated transaction costs and assuming that there will not be any revision to the Offer
Price.
The Holders are advised to closely monitor the market prices, trading volume and any press
releases and/or announcements made in relation to the Offer before making a decision on the
course of action to be taken in respect of the Offer Shares.
The advice of Mercury Securities as contained in this IAL is addressed to the Holders at large
and not to any particular Holder. Accordingly, in providing this advice, we have not taken into
consideration any specific investment objectives, financial situations, risk profiles and particular
needs of any individual Holder or any specific group of Holders. We recommend that any
individual Holder or any specific group of Holders who may require advice in the context of their
investment objectives, financial situations, risk profiles and particular needs should consult their
respective stockbrokers, bank managers, solicitors, accountants or other professional advisers
immediately.
Yours faithfully,
for and on behalf of
MERCURY SECURITIES SDN BHD
CHEW SING GUAN DENIS LIM

Managing Director Director / Head of Corporate Finance
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APPENDIX I
INFORMATION ON CARING
1. HISTORY AND PRINCIPAL ACTIVITIES
Caring was incorporated in Malaysia on 30 July 2012 under the Companies Act, 1965 as a
private limited company under the name of Caring Pharmacy Group Sdn Bhd and is deemed
registered under the Act. The Company was subsequently converted to a public limited
company on 24 October 2012 and it was listed on the Main Market of Bursa Securities on 13
November 2013.
The principal activity of the Company is investment holding. Further information on Caring’s
subsidiaries is set out in Section 5 of this Appendix I.
2. SHARE CAPITAL
2.1 Issued share capital
The issued share capital of Caring as at the LPD is as follows:-
No. of Caring Shares Amount

(‘000) (RM’000)
Issued share capital 217,706 225,108
The holders of Caring Shares are entitled to receive dividends as and when declared
by the Company. All ordinary shares carry 1 vote per share and rank equally with regard
to the Company’s residual assets.
2.2 Changes in the issued share capital
Since the end of the FYE 31 May 2019 up to the LPD, there are no changes in Caring’s
issued share capital.
2.3 Convertible securities
As at the LPD, Caring does not have any convertible securities.
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33
APPENDIX I
INFORMATION ON CARING (cont’d)
3. SUBSTANTIAL SHAREHOLDERS
The substantial shareholders of Caring and their shareholdings in Caring based on the Register
of Substantial Shareholders as at the LPD are as follows:-
Direct Indirect
Jitumaju Sdn Bhd 11,515,780 5.29 - -
CSSSB 70,949,900 32.59 - -
SEM - - 70,949,900(2) 32.59
TSVT 1,200,000 0.55 89,322,680(3) 41.03
MOSB 54,425,857 25.00 - -
Chong Yeow Siang 127,401 0.06 54,425,857(4) 25.00
Soo Chan Chiew 127,301 0.06 54,425,857(4) 25.00
Tan Lean Boon 127,301 0.06 54,425,857(4) 25.00
Ang Khoon Lim 127,301 0.06 54,425,857(4) 25.00
Tan Sri Dr Lim Wee Chai 12,000,000 5.51 - -
Notes:-
(2) Deemed interested through its interest in CSSSB pursuant to Section 8 of the Act.
(3) Deemed interested through his interests in Jitumaju Sdn Bhd, U Telemedia Sdn Bhd and CSSSB pursuant
to Section 8 of the Act.
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34
APPENDIX I
4. DIRECTORS
As at the LPD, the details of the Directors of Caring (all Malaysians) are as follows:-
Name Designation Address
Datin Sunita Mei-Lin Independent 22, Jalan Kent 1, Jalan Semarak, 54000
Rajakumar Non-Executive Chairperson Kuala Lumpur
Chong Yeow Siang Managing Director 21, Jalan BU 2/6, Bandar Utama
Damansara, 47400 Petaling Jaya,
Selangor
Soo Chan Chiew Executive Director 21, Jalan TMP 2A, Taman Mutiara
Puchong, 47100 Puchong
Tan Lean Boon Executive Director 32, Jalan BRP 7/1B, Bukit Rahman Putra,
47400 Sungai Buloh, Selangor
Tan Sri Dato’ Haji Mohd Senior Independent 5, Jalan Beka, Damansara Heights, 50490
Ariffin Bin Mohd Yusuf Non-Executive Director Kuala Lumpur
Ang Khoon Lim Non-Independent 157, Jalan Kinrara, Taman Kinrara, Batu
Non-Executive Director 7, Jalan Puchong, 58200 Kuala Lumpur
Mazlan Bin Ibrahim Non-Independent No. 13, Jalan Kubah U8/58, Bukit
Non-Executive Director Jelutong, 40150 Shah Alam, Selangor
Loh Poh Im Independent 2, Jalan USJ 3B/7, UEP Subang Jaya,

Non-Executive Director 47610 Subang Jaya, Selangor
The interests of the Directors of Caring in the Caring Shares as at the LPD are set out in Section
2.2(iii) in Appendix II of this IAC.
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35
APPENDIX I
5. SUBSIDIARIES, ASSOCIATED COMPANY AND JOINT VENTURE
The details of the subsidiaries of Caring (all incorporated in Malaysia) as at the LPD are as
follows:-
Effective
equity
interest
Name of company (%) Principal activities
Caring Pharmacy Retail Management 100.00 Investment holding, provision of management

Sdn Bhd services and central warehousing and
distribution of pharmaceutical, healthcare and
personal care products
Caring Pharmacy (Kinrara) Sdn Bhd 100.00 Investment holding
Caring Health Solutions Sdn Bhd 87.75
Caring Pharmacy (Ampang) Sdn Bhd 60.00
Caring Belle Sdn Bhd 90.00
Be Caring Sdn Bhd 51.00
Sterling Pharmacy Sdn Bhd 51.00
Stay Caring Sdn Bhd 90.00
Vertex Pharmacy Sdn Bhd 51.00
MN Pharmacy Sdn Bhd 60.00
Caring Pharmacy (KLP) Sdn Bhd 80.00
Caring “N” You Pharmacy Sdn Bhd 60.00

Operation of community pharmacy including
Caring Pharmacy Sdn Bhd 100.00 retailing of pharmaceutical, healthcare and
personal care products
Tonic Pharma Sdn Bhd 60.00
Ace Caring Pharmacy Sdn Bhd 75.50
My Caring Pharmacy Sdn Bhd 60.00
Caring Pharmacy Paradise Sdn Bhd 60.00
Preciouslife Pharmacy Sdn Bhd 70.00
Caring Pharmacy (SK) Sdn Bhd 70.00
Caring Pharmacy Rising Sdn Bhd 60.00
Caring Clover Sdn Bhd 60.00
Caring Trio Sdn Bhd 59.50
Victorie Caring Sdn Bhd 70.00
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36
APPENDIX I
Effective
equity
interest
Name of company (%) Principal activities
Caring Pharmacy (IDR) Sdn Bhd 51.00
Living Glory Sdn Bhd 100.00
Caring Pharmacy (ABM) Sdn Bhd 75.00
Caring Pharmacy (MPLS) Sdn Bhd 60.00
Caring Pharmacy (RS) Sdn Bhd 100.00
One Caring Pharmacy Sdn Bhd 60.00
Caring Pharmacy Always Sdn Bhd 70.00
Caring Pharmacy (Shah Alam) Sdn Bhd 85.00
Caring Pharmacy (JB Molek) Sdn Bhd 60.00
Fuji Acre Sdn Bhd 86.67
Mega Caring Sdn Bhd 60.00 Operation of community pharmacy including

retailing of pharmaceutical, healthcare and
Viva Caring Sdn Bhd 60.00 personal care products
Caring Trinity Sdn Bhd 59.50
Caring Pharmacy (SW) Sdn Bhd 51.00
WM Caring Pharmacy Sdn Bhd 80.00
Green Surge Sdn Bhd 60.00
Caring Healthmark Sdn Bhd 75.00
Caring Evergreen Sdn Bhd 70.00
Caring Pharmacy Ascend Sdn Bhd 60.00
Caring T & T Sdn Bhd 60.00
Caring Link Sdn Bhd 60.00
Caring Alliance Sdn Bhd 60.00
Caring Estore Sdn Bhd 100.00 Internet and warehouse sales of healthcare
and personal care products
Cosy Vision Sdn Bhd 75.00 Operation of clinic including providing

healthcare services
Caring Empire Sdn Bhd 59.50 Dormant
As at the LPD, Caring does not have any associated company and joint venture.
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APPENDIX I
6. PROFIT AND DIVIDEND RECORD
A summary of the Group’s results based on the audited consolidated financial statements of
Caring for the FYE 31 May 2017, 31 May 2018 and 31 May 2019 as well as the latest unaudited
consolidated financial statements of Caring for the 6-month FPE 30 November 2019 is as
follows:-
6-month FPE FYE 31 May

30 November 2019 2019 2018 2017
(RM’000) (RM’000) (RM’000) (RM’000)
Revenue 330,169 599,234 508,270 459,957
Profit before tax 14,439 33,966 29,566 21,952

Tax expense (3,754) (8,316) (6,242) (5,163)
Profit for the financial period / year 10,685 25,650 23,324 16,789
Profit attributable to:-

- owners of the Company 9,137 20,730 18,560 13,130
- non-controlling interests 1,548 4,920 4,764 3,659
10,685 25,650 23,324 16,789
Weighted average number of ordinary 217,706 217,706 217,706 217,706

shares in issue (‘000)
Basic earnings per ordinary share (sen)(1) 4.20 9.52 8.53 6.03
Net dividend per ordinary share - 6.00 5.00 3.00

declared in respect of the respective
financial period / year (sen)
Note:-
(1) There is no dilutive effect on the basic earnings per ordinary share as the Company does not have any dilutive
potential ordinary shares in issue for the respective financial period / year. Accordingly, the diluted earnings
per ordinary share is not presented.
There is no material exceptional item in the audited consolidated financial statements of Caring
for the past 3 financial years up to the FYE 31 May 2019 and the latest unaudited consolidated
financial statements of Caring for the 6-month FPE 30 November 2019.
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38
APPENDIX I
7. STATEMENT OF ASSETS AND LIABILITIES
The statement of assets and liabilities of Caring based on its audited consolidated financial
statements for the FYE 31 May 2019 as well as the latest unaudited consolidated financial
statements of Caring for the 6-month FPE 30 November 2019 are as follows:-
As at As at 31 May
30 November 2019 2019 2018
(RM’000) (RM’000) (RM’000)
ASSETS
Non-current assets
Property, plant and equipment 41,526 39,646 40,276
Intangible assets 4,594 3,477 3,477
Right of use assets(1) 74,335 - -
Deferred tax assets 1,172 1,250 936
Total non-current assets 121,627 44,373 44,689
Current assets
Inventories 117,669 96,633 90,642
Trade receivables 798 232 403
Other receivables, deposits and prepayments 12,530 11,673 7,533
Amounts owing by related parties 1 9 8
Current tax assets 2,829 2,977 3,993
Short term funds 74,407 74,079 46,451
Fixed deposits with licensed banks 419 418 405
Cash and bank balances 56,896 57,047 65,053
Total current assets 265,549 243,068 214,488
TOTAL ASSETS 387,176 287,441 259,177
EQUITY AND LIABILITIES

EQUITY
Share capital 225,108 225,108 225,108
Retained earnings 102,424 110,343 100,585
Merger deficit (181,984) (181,984) (181,984)
Equity attributable to owners of the Company 145,548 153,467 143,709
Non-controlling interests 3,054 4,934 5,780
TOTAL EQUITY 148,602 158,401 149,489
LIABILITIES
Non-current liabilities
Term loans 6,933 7,632 6,737
Lease liabilities(1) 58,295 - -
Hire purchase payables - - negligible
Deferred tax liabilities 139 139 11
Total non-current liabilities 65,367 7,771 6,748
Current liabilities
Trade payables 135,341 105,836 88,970
Other payables and accruals 9,449 10,118 8,880
Amounts owing to non-controlling shareholders 3,096 2,328 2,509
Amounts owing to related parties 393 117 114
Contract liabilities 1,120 924 -
Term loans 1,381 1,352 1,457
Lease liabilities(1) 20,571 - -
Hire purchase payables - - 58
Current tax liabilities 1,856 594 952
Current liabilities 173,207 121,269 102,940
TOTAL LIABILITIES 238,574 129,040 109,688
TOTAL EQUITY AND LIABILITIES 387,176 287,441 259,177
Number of ordinary shares in issue as at the end 217,706 217,706 217,706

of the respective financial period / year (‘000)
NA per ordinary share (RM) 0.67 0.70 0.66

39
39
APPENDIX I
Note:-
(1) Arising from the adoption of Malaysian Financial Reporting Standard (“MFRS”) 16 Leases, which is effective
for the financial period beginning 1 January 2019. For further details of the impact of the adoption of MFRS
16 by the Group, please refer to the quarterly financial results of the Group for the 6-month FPE 30 November
2020 as announced on Bursa Securities on 22 January 2020.
As at the LPD, save for the impact of the adoption of MFRS 16 and as those disclosed in the
latest unaudited consolidated financial statements of Caring for the 6-month FPE 30 November
2019, there is no known material change in the financial position of Caring subsequent to the
latest audited consolidated financial statements of Caring for the FYE 31 May 2019.
8. ACCOUNTING POLICIES
The audited consolidated financial statements of Caring for the FYE 31 May 2017, 31 May 2018
and 31 May 2019 have been prepared based on approved accounting standards in Malaysia
and there was no audit qualification for Caring’s financial statements for the respective years
under review.
Save for the adoption of MFRS 9 Financial Instruments and MFRS 15 Revenue from Contracts
with Customers, there is no change in the accounting standards adopted by Caring which would
result in a material variation to the comparable figures for the audited consolidated financial
statements of Caring for the FYE 31 May 2017, 31 May 2018 and 31 May 2019. For further
details of the impact of the adoption of MFRS 9 and MFRS 15 by the Group, please refer to
Note 39.1 in the annual report of Caring for the FYE 31 May 2019.
9. BORROWINGS
As at 31 January 2020, which is not more than 3 months preceding the LPD, the Caring Group
has total outstanding interest-bearing borrowings (all secured) of approximately RM8.09 million
as follows:-
Non-current Current Total

Borrowings (RM’000) (RM’000) (RM’000)
Term loan 6,697 1,391 8,088
10. CONTINGENT LIABILITIES
As at the LPD, there are no contingent liabilities which upon becoming due or enforceable may
have a material effect on the financial position or business of the Group.
11. MATERIAL LITIGATION
As at the LPD, the Group is not engaged in any material litigation, claim and/or arbitration either
as plaintiff or defendant, which may have a material effect on the financial position or business
of the Group and the Board is not aware of any proceedings, pending or threatened, or of any
fact likely to give rise to any proceedings which may have a material effect on the financial
position or business of the Group.
12. MATERIAL CONTRACTS
The Group has not entered into any material contracts (not being contracts entered into in the
ordinary course of business) within 2 years immediately preceding the commencement of the
Offer Period and up to the LPD.
40
40
APPENDIX II
FURTHER INFORMATION
1. CONSENTS
Mercury Securities and RHB Investment Bank have given and have not subsequently
withdrawn their written consent to the inclusion of their names and all references thereto in the
form and context in which they appear in this IAC prior to the despatch of this IAC.
2. DISCLOSURE OF INTERESTS AND DEALINGS IN SHARES
2.1 By Caring
(i) Disclosure of interests in the Offeror and Ultimate Offeror
Caring does not have any interest, whether direct or indirect, in any voting
shares or convertible securities of the Offeror and Ultimate Offeror as at the
LPD.
(ii) Dealings in the securities of the Offeror and Ultimate Offeror
Caring has not dealt, directly or indirectly, in any voting shares or convertible
securities of the Offeror and Ultimate Offeror during the period beginning 6
months prior to the Offer Period and up to the LPD.
(iii) Dealings in the securities of Caring
Caring has not dealt, directly or indirectly, in any of its own voting shares or
convertible securities during the period commencing 6 months prior to the
beginning of the Offer Period and up to the LPD.
2.2 By the Directors of Caring
(i) Disclosure of interests in the Offeror and Ultimate Offeror
The Directors of Caring do not have any interest, whether direct or indirect, in
any voting shares or convertible securities of the Offeror and Ultimate Offeror
as at the LPD.
(ii) Dealings in the securities of the Offeror and Ultimate Offeror
The Directors of Caring have not dealt, directly or indirectly, in any voting
shares or convertible securities of the Offeror and Ultimate Offeror during the
period beginning 6 months prior to the Offer Period and up to the LPD.
(iii) Disclosure of interests in Caring
Save as disclosed below, the Directors of Caring do not have any interest,
whether direct or indirect, in any voting shares or convertible securities of
Caring as at the LPD:-
Direct Indirect
Datin Sunita Mei-Lin Rajakumar 150,000 0.07 - -

Chong Yeow Siang 127,401 0.06 54,425,857(2) 25.00
Soo Chan Chiew 127,301 0.06 54,425,857(2) 25.00
Tan Lean Boon 127,301 0.06 54,425,857(2) 25.00
Tan Sri Dato' Haji Mohd Ariffin Bin 100,000 0.05 - -
Mohd Yusuf
Ang Khoon Lim 127,301 0.06 54,425,857(2) 25.00
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APPENDIX II
FURTHER INFORMATION (cont’d)
Notes:-
(iv) Dealings in the securities of Caring
Save as disclosed below, the Directors of Caring have not dealt, directly or
indirectly, in any voting shares or convertible securities of Caring during the
period beginning 6 months prior to the Offer Period and up to the LPD:-
Name of transacting party No. of Transacted

and relationship with the Date of Caring price(1)
Directors of Caring transaction Nature of transaction Shares (RM)
MOSB 27.02.2020 Disposal of Caring Shares to 55,198,000 2.60

(a company in which the CSSSB pursuant to the SSA
Interested Directors are
shareholders and directors)
Note:-
(1) Excludes brokerage and other incidental costs.
2.3 By the persons with whom Caring or any persons acting in concert with it has
any arrangement over the Offer Shares
As at the LPD, there are no persons with whom Caring or any persons acting in concert
with it has entered into any arrangement, including any arrangement involving rights
over shares, any indemnity arrangement, and any agreement or understanding, formal
or informal, of whatever nature, relating to relevant securities which may be an
inducement to deal or to refrain from dealing with the Offer Shares.
2.4 By the persons with whom Caring or any persons acting in concert with it has
borrowed or lent
As at the LPD, there are no persons with whom Caring or any persons acting in concert
with it has borrowed or lent any voting shares or convertible securities of Caring.
2.5 By Mercury Securities and funds whose investments are managed by Mercury
Securities on a discretionary basis (“Discretionary Funds”)
(i) Disclosure of interests in Caring
Mercury Securities and its Discretionary Funds do not have any interest,
whether direct or indirect, in any voting shares or convertible securities of
Caring as at the LPD.
(ii) Dealings in the securities of Caring
Mercury Securities and its Discretionary Funds have not dealt, directly or
indirectly, in any voting shares or convertible securities of Caring during the
period beginning 6 months prior to the Offer Period and up to the LPD.
42
42
APPENDIX II
FURTHER INFORMATION (cont’d)
3. ARRANGEMENT AFFECTING DIRECTORS OF CARING
(i) As at the LPD, no payment or other benefit will be made or given to any Director of
Caring as compensation for loss of office or otherwise in connection with the Offer.
(ii) As at the LPD, save for MOSB’s Undertaking, there is no agreement or arrangement
between any Director of Caring and any other person which is conditional on or
dependent upon the outcome of the Offer or otherwise connected with the outcome of
the Offer.
(iii) As at the LPD, save for the SSA, the Offeror, Ultimate Offeror and PACs have not
entered into any material contract in which any Director of Caring has a material
personal interest.
4. SERVICE CONTRACTS
As at the LPD, the Caring Group does not have any service contracts with any directors or
proposed directors, which have been entered into or amended within 6 months before the
commencement of the Offer Period or which are fixed term contracts with more than 12 months
to run.
For the purpose of this section, the term “service contracts” excludes those expiring or
determinable by the employing company without payment of compensation within 12 months
from the date of this IAC.
5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection during normal office hours from
9:00 a.m. to 6:00 p.m. (Malaysian time) on Mondays to Fridays (except for public holidays) from
the date of this IAC up to and including the Closing Date at the registered office of the Company
at 22-09, Menara 1MK, No. 1 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur, Wilayah
Persekutuan:-
(i) the Constitution of Caring;
(ii) the audited consolidated financial statements of Caring for the FYE 31 May 2017, 31
May 2018 and 31 May 2019 as well as the latest unaudited consolidated financial
statements of Caring for the 6-month FPE 30 November 2019;
(iii) a copy of the Notice dated 14 February 2020; and
(iv) the letters of consent referred to in Section 1 of this Appendix II.
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THIS INDEPENDENT ADVICE CIRCULAR (“IAC”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

CARING PHARMACY GROUP BERHAD

MERCURY SECURITIES SDN BHD

Acquisition : Acquisition by CSSSB of 55,198,000 Caring Shares (representing

Act : Companies Act, 2016

Board : Board of Directors of Caring

Bursa Securities : Bursa Malaysia Securities Berhad (Registration No. 200301033577

Caring Group or the Group : Collectively, Caring and its subsidiaries

Caring Shares : Ordinary shares in Caring

CMSA : Capital Markets and Services Act, 2007

DCF : Discounted cash flow

Directors : Directors of Caring

FCFE : Free cash flows to equity

FPE : Financial period ended

FYE : Financial year ended / ending

Holder : Each holder of the Offer Shares

IAC : Independent advice circular dated 16 March 2020 in relation to the

KLCSU : Bursa Malaysia Consumer Product Index

Listing : Listing of Caring on the Main Market of Bursa Securities on 13

Listing Requirements : Main Market Listing Requirements of Bursa Securities

MOSB : Motivasi Optima Sdn Bhd (Registration No. 201201043183 (1027659-

MOSB’s Undertaking : An irrevocable undertaking, provided by MOSB to the Offeror on 16

Offer : Unconditional mandatory take-over offer by the Offeror, through RHB

(i) the Closing Date; or

Offer Shares : All the remaining 98,454,543 Caring Shares (representing

Official List : A list specifying all securities listed on Bursa Securities

Rules : Rules on Take-overs, Mergers and Compulsory Acquisitions issued by

SC : Securities Commission Malaysia

SEM Group : Collectively, SEM and its subsidiaries

SOPV : Sum-of-parts valuation

SSA : Conditional share sale agreement dated 28 November 2019 entered

TSVT : Tan Sri Dato’ Seri Vincent Tan Chee Yioun

VWAP : Volume-weighted average market price

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PART A: LETTER FROM THE BOARD

2. TERMS AND CONDITIONS OF THE OFFER 3

4. DIRECTORS’ INTENTION IN RELATION TO THE OFFER 3

5. NON-INTERESTED DIRECTORS’ COMMENTS 4

6. INDEPENDENT ADVICE LETTER 7

7. NON-INTERESTED DIRECTORS’ RECOMMENDATION 7

8. DIRECTORS’ RESPONSIBILITY STATEMENT 7

PART B: INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES

2. TERMS AND CONDITIONS OF THE OFFER 9

4. SCOPE AND LIMITATIONS TO THE EVALUATION OF THE OFFER 10

5. EVALUATION OF THE OFFER 11

6. FAIRNESS OF THE OFFER 12

7. REASONABLENESS OF THE OFFER 21

8. LISTING STATUS OF CARING 24

9. COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING HOLDERS 26

11. FURTHER INFORMATION 30

12. CONCLUSION AND RECOMMENDATION 30

THIS EXECUTIVE SUMMARY HIGHLIGHTS THE SALIENT INFORMATION OF THE OFFER. WE

As set out in the Offer Document:-

(ii) the PACs as at the Offer Document LPD are:-

(j) Gooi Chean Keong;

2. TERMS AND CONDITIONS OF THE OFFER

The terms and conditions of the Offer include the following:-

You may accept the Offer in respect of all or part of your

4. EVALUATION OF THE OFFER

(iv) Generally, a take-over offer would be considered “reasonable” if it is “fair”.

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4.1 FAIRNESS OF THE OFFER

Valuation of the  The Caring Group operates a chain of community pharmacies