Perennial Real Estate Holdings Limited (formerly: St. James Holdings Limited)

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#1
"Under the plan, Perennial's assets will be injected into St James, which will pay $1.56 billion by issuing new shares at a price of 2.35 cents per share, representing 99.27 per cent of its own enlarged share capital."

If the mkt continues to pay around the last traded price of above $0.05 and goes through the 50-to-1 consolidation post the restructuring exercise, then the stock will trade above the post RTO nta of $1.2716 or $0.0254 pre consolidation

http://infopub.sgx.com/Apps?A=COW_Corpor...ch2014.pdf

St James and Perennial in $1.56b reverse takeover deal

Acquisition will see St James' entertainment business taken private

Published on Mar 15, 2014

If the deal goes through, St James, whose CEO is Mr Dennis Foo (above), will be more than 70 per cent controlled by a team of prominent businessmen, including Perennial president and retail mall veteran Pua Seck Guan. Its existing leisure and entertainment business will be divested and taken private. -- ST FILE PHOTOS

By Mok Fei Fei And Ivan Teo

REAL estate developer Perennial Real Estate Holdings is set to be listed on the Singapore Exchange (SGX) in a $1.56 billion reverse takeover deal.

Listed entertainment operator St James Holdings will be transformed into a real estate developer once the deal goes through.

Under the plan, Perennial's assets will be injected into St James, which will pay $1.56 billion by issuing new shares at a price of 2.35 cents per share, representing 99.27 per cent of its own enlarged share capital.

St James' existing leisure and entertainment business will be divested and taken private. It will return the business to shareholders, it announced yesterday.

Following the acquisition, St James will also consolidate every 50 shares into one share, bringing the issue price to $1.1756.

St James' controlling shareholders, comprising Dennon Entertainment, EK Capital and FJ Benjamin Concepts, which now own a combined stake of about 57 per cent of the firm, have stated they will vote in favour of the deal at an extraordinary meeting.

If the acquisition goes through, St James will be more than 70 per cent controlled by a team of prominent businessmen and their partners. They include Perennial president and retail mall veteran Pua Seck Guan, Wilmar chairman Kuok Khoon Hong and Osim founder Ron Sim.

After the proposed acquisition, an offer will be made by St James to acquire all units of Perennial China Retail Trust (PCRT) at a price of 70 cents per unit via a share swap. Perennial is the sponsor of PCRT.

St James will be renamed Perennial Real Estate Holdings Limited (PREHL). The ultimate aim is for PREHL to become a listed entity that combines Perennial's vast assets in both Singapore and China.

Mr Pua told The Straits Times there are plans for the new company to expand beyond Singapore and China to other countries in the region, such as Myanmar.

"We're very excited about this new platform. We can rationalise all the businesses we have together and take advantage of other opportunities in the market, backed by strong shareholders who know those overseas markets."

St James is ending its gig as a listed entity. Its chief executive, Mr Dennis Foo, noted that it costs almost $800,000 a year to be listed.

"Nightlife and entertainment is a challenging industry, especially in the face of high cost and labour crunch... St James will eventually become a private enterprise again," he said.

St James and PCRT both called for a trading halt yesterday at around 2pm. The deals were announced after 5pm, when markets closed. St James shares added 0.1 cent to 5.4 cents, while PCRT was last transacted at 54.5 cents, down half a cent.

feimok@sph.com.sg

ivantyh@sph.com.sg
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#2
I am an odd lot shareholder of St James...been to AGM once...Singer Dick Lee was (maybe still is) an ID...hahhaaa
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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#3
(15-03-2014, 10:57 AM)opmi Wrote: I am an odd lot shareholder of St James...been to AGM once...Singer Dick Lee was (maybe still is) an ID...hahhaaa

Do you guys get free or subsidized entry when you patronised St James?
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#4
No la. Losing money already. still give free entry.
But never ask also.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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#5
http://infopub.sgx.com/FileOpen/Unitu_Su...eID=288742

Due to the cancellation of proposed placement of 52m shares @ $0.05, the number of shares issued for the RTO has been changed.

The price at which the new shares are being issued has been revised upwards from $0.0235 to $0.0267

The NTA post restructuring has been lifted to:

i) $1.663 assuming only 28.44% initial buyout of related PCRT holdings

ii) $2.202 assuming 50.1% acceptance from PCRT

iii) $1.791 assuming 100% acceptance from PCRT

Even assuming that St James can't get more than 28.44% of PCRT that they have proposed to acquired, the powerful trio of Wilmar Kuok, Ron Sim and Pua have basically indicated that they are willing to accept $0.0267 or $1.335 or close to 20% discount of the NTA (i) above.

To me, if they are happy to accept $1.335/share in return for 99% stake of a listed company that they have to undertake an exercise to maintain its listing status (assuming they cannot increase their stake in PCRT further) is a sign of their confidence in the St James.

With such a cornering stake, these 3 trios can shake off their responsibility as main drivers, ie minorities should share the same confidence as well.

GG
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#6
There is an arbitrage opportunity here. The theoretical value of PRCT shares is now 0.5954 * $0.068 (St James price as at 2.39pm 17 March) * 50 = $2.02

The market is only pricing PRCT at $0.555, assuming the deal goes through, you'll be looking at a profit of more than 350%.

I'm not sure why the price disconnect is so huge, I got a feeling that the market is pricing in the risk that the deal will be called off, but that seems unlikely with the big bosses of Osim and Wilmar behind this deal. These people know what they are doing.

Fyi, I'm vested. Please let me know if I've made any mistakes with my calculations above as I'm finding it strange why there is such a huge arbitrage opportunity.
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#7
Well, I am always interested on arbitrage deal. Let's explore St. James valuation.

http://infopub.sgx.com/FileOpen/Presenta...eID=288503
Base on the presentation slides of the RTO, the valuation of St. James, IMO, is

Valuation = fair value of the company before the RTO + premium of the RTO

I don't know entertainment business. The market price of the company before RTO announcement was 5.4 cents per share (14 Mar 2014 close price). The company has been losing money for the last 2 years, and the market price of 5.4 cents is PB > 4. After adjustment, it ended up with 4 cents per share, which is between 20-30% discount.

The latest issue price of the acquisition is 2.67 cents per share (base on latest announcement below) i.e. the premium of the RTO for the company shareholders.

http://infopub.sgx.com/FileOpen/Unitu_Su...eID=288742

The fair valuation of the company, after the acquisition, is approx 6-7 cents per share. The close price is 6.4 cents today, so it might be fairly priced now, and no arbitrage opportunity, IMO.

So I will explore further on PCRT side. Feel free to comment if any mistake.

(not vested)
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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#8
Heavy selling on this one , down 15% . Maybe some misread the deal ?
“risk comes from not knowing what you’re doing.”
I don’t look to jump over 7-foot bars: I look around for 1-foot bars that I can step over.
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#9
Quite obvious isn't it, RTO price is $0.0267 or $1.335 post 50-in-1 consolidation.

GG

(19-03-2014, 03:57 PM)cfa Wrote: Heavy selling on this one , down 15% . Maybe some misread the deal ?
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#10
(19-03-2014, 04:42 PM)greengiraffe Wrote: Quite obvious isn't it, RTO price is $0.0267 or $1.335 post 50-in-1 consolidation.

GG

(19-03-2014, 03:57 PM)cfa Wrote: Heavy selling on this one , down 15% . Maybe some misread the deal ?

The RTO price of $0.0267 per share, is the RTO premium for existing St. James shareholders. The existing entertainment business and asset will be transferred out, and be distributed to its shareholders. It will not be part of the newco i.e. PREH

From the info read, it should be the case.

(not vested)
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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