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1. INTRODUCTION

The board of directors (the " Board" or the " Directors" ) of Clearbridge Health Limited (the " Company" and together with its subsidiaries, the " CBH Group" ) wishes to announce that the Company and its wholly-owned subsidiary, Clearbridge BSA Pte. Ltd. (" CBSA" ) have today entered into a conditional share purchase agreement (the " SPA" ) with , inter alia, CellaVision AB (publ) (the " Buyer" ) in relation to the disposal by the Company and CBSA of their aggregate shareholding interests in Clearbridge Biophotonics Pte. Ltd. (" CBBP" ), a subsidiary of the Company (the " Proposed Disposal" ).

 

On completion of the Proposed Disposal (" Completion" ), all of the issued shares of CBBP will be acquired by the Buyer and accordingly, CBBP will cease to be a subsidiary of the Company.

 

 

3. INFORMATION ON CBBP

3.1 CBBP was incorporated in Singapore on 19 May 2010. CBBP is in the business of manufacturing optical instruments and photographic equipment and is the holder, and sub-licensor, of licensed

rights to a patent estate in the field of Fourier Ptychographic Microscopy (" FPM" ). The subsidiaries of CBBP, being Clearbridge Biophotonics, Inc. and Clearbridge Biophotonics FPM, Inc., are or have

been mainly engaged in the practical adaptation of FPM within medical and biological imaging.

 

3.2 Other than the Company and CBSA, the other shareholders of CBBP as at the date of this announcement are Seeds Capital Pte. Ltd. (" SSC" ), Inderjit Singh Dhaliwal, Yang Chang Huei, California Institute of Technology (" Caltech" ), Thomas Michael Adams, Robert E. Klem and Thomas Henry Adams (all of the foregoing referred to in this announcement as the " Sellers" ).

 

4. PRE-COMPLETION RESTRUCTURING

4.1 As at the date of this announcement:

(a) the Company holds 41,191 ordinary shares in the capital of CBBP (" Ordinary Shares&rdquo ) and

(b) CBSA holds (i) 10,615 Ordinary Shares, and (ii) 42,105 Convertible Preference Shares (as defined below) in the capital of CBBP.

 

4.2 CBSA and SSC had previously jointly provided a convertible loan to CBBP in the aggregate principal amount of S$2,000,000 (the " Convertible Loan" ), and jointly subscribed for a 12% fixed rate convertible bond due 2022 in the aggregate principal amount of S$2,000,000 issued by CBBP (the " Convertible Bond" ).

 

4.3 Pursuant to the terms of the SPA, CBBP will undertake an internal restructuring prior to Completion (the " Restructuring" ), where CBBP will, among other things:

(a) convert all of the 109,147 Convertible Preference Shares in the capital of CBBP collectively held by CBSA, SSC, Thomas Michael Adams, Robert E. Klem, and Thomas Henry Adams, into Ordinary Shares

(b) convert the Convertible Loan into new Ordinary Shares to be issued to CBSA and SSC and

(c) acquire the Convertible Bond, in exchange for the issuance of new Ordinary Shares to CBSA and SSC.

 

4.4 As a result of the Restructuring, the Company and CBSA will hold an aggregate of 41,191 and 130,419 Ordinary Shares representing approximately 11.2% and 35.3% of the total enlarged share

capital post-Restructuring1, respectively. The Proposed Disposal will therefore involve the disposal by the Company and CBSA of an aggregate of 171,610 Ordinary Shares, representing approximately 46.5% of the total enlarged share capital post-Restructuring (the " Sale Shares" ) to the Buyer.

 

and

(b) US$630,021.41 (or equivalent to approximately S$844,000) to be paid to CBSA, after taking into account the estimated Completion Net Debt/Cash Balance (as defined in the SPA), plus the Completion Net Working Capital (as defined in the SPA) less the Interim Net Working Capital (as defined in the SPA).