Winas (formerly: Sinwa Limited)

[karlmarx]

I did not look very closely at the numbers.

ghchua probably can answer your question. He's the corporate action expert around here.

[ghchua]

What will be the amount of cash Sinwa will end up with after the exercise?

Thank you.

The announcement link is below:
http://infopub.sgx.com/Apps?A=COW_CorpAn...ompany.pdf

Since the company will be a cash company after the disposal, the NTA after disposal should be mostly cash. Therefore, most of the NTA disclosed should be cash. So, the cash level should be more than $90m which is around 29cts per share as shown in the announcement above.

If we work back, the numbers looks right as Sinwa currently have more than $20m cash as disclosed in the latest result at company level. If all their subsidiaries are sold for around $75m as mentioned in the announcement above, then logically both adds up to more than $90m.

[tiongkokgor]

ghchua,

The NAV of 29 cents is the result of "Disposal" of 6 subsidiaries defined in para 1 of the announcement.

For the purpose of illustration and assuming that the Disposal had been completed on 31 December 2017, being the end of the most recently audited completed financial year, and based on the Group’s audited consolidated financial statements as at 31 December 2017, the effect on the NTA per share of the Group as at 31 December 2017, would be as follows:

Effect of the Disposal on Net Tangible Asset per share (NTA) Before Disposal After the Disposal
NTA. S$82,389,000 S$97,892,000
Number of Shares 341,079,335 341,079,335
NTA per share S$0.24 S$0.29

I notice another deal involving 2 industrial properties in Australia that will bring in $8.6m

Is $8.6m part of the "Disposal"?

[dydx]

Without going into too much details, the fact that Mr Mike Sim is selling the entire of Sinwa's regional operating business to Swiss PE fund SYZ Capital for $74.865m cash, would suggest that he is planning for retirement, and the price offered and SYZ Capital are acceptable. Under the agreed terms of the proposed deal, SYZ Capital is also obliged to help to dispose of Sinwa's 2 Aussie properties for at least $8.6m. So all-in, upon completion of the deal, Sinwa would receive a total of $86.465m, which is equivalent to $0.2535/share.

I suppose it is reasonable for shareholders to expect Sinwa to return most of the above sale proceeds by way of one or two special dividend/capital reduction payments.

Of course, shareholders should not forget about the existing cash reserves in the group - $31.1m as at 31Sep18, including $21.3m held in the parent company alone. Depending on the amount of the Target Cash Balance (not disclosed in the 13Nov18 announcement) held in the subsidiaries being disposed of on the completion date of deal, I suppose it is reasonable to believe that the bulk of the existing group's cash reserve can be distributed to Sinwa shareholders.

At the end what remains would be Sinwa as a shell, and I suppose Mike Sim would try to extract some additional value for himself by way of an acceptable RTO transaction. I suppose with some luck those shareholders who are willing to see Sinwa to the end should be able to get $0.30/share as a minimum.

[ghchua]

ghchua,

The NAV of 29 cents is the result of "Disposal" of 6 subsidiaries defined in para 1 of the announcement.

Is $8.6m part of the "Disposal"?

No. NAV of 29cts is the result of disposal plus the cash in the company level. The disposal amount is $74.865m for all the 6 subsidiaries which translate into around NAV of 22cts per share.

No. Minimum of $8.6m is additional proceeds from disposal of Australian properties.

[tiongkokgor]

ghchua,

The NAV of 29 cents is the result of "Disposal" of 6 subsidiaries defined in para 1 of the announcement.

Is $8.6m part of the "Disposal"?

No. NAV of 29cts is the result of disposal plus the cash in the company level. The disposal amount is $74.865m for all the 6 subsidiaries which translate into around NAV of 22cts per share.

No. Minimum of $8.6m is additional proceeds from disposal of Australian properties.

Thanks ghchua for the answer. 

I had earlier asked about the re-investment agreement in the announcement. Do you have an explanation? 

Extract from terms of disposal:

4.2.7 the entry by Tan Lay Ling into a service agreement on remuneration terms not less 
favourable than her existing service agreement and a re-investment agreement with 
the Purchaser, each on terms to be agreed between Tan Lay Ling and the Purchaser;

What is a RE-INVESTMENT agreement?

[TerryT]

5.1 The net sale proceeds from the Disposal, after deducting all costs and expenses, before and after the Australian Properties Sale, are estimated to be approximately S$74,615,000 and S$83,215,000 respectively.

5.4 The Board intends to make an initial distribution (consisting of approximately S$57,000,000 from the Disposal and approximately S$10,000,000 cash at bank) subject to compliance with any regulatory requirements

6.3 Based on the 30 September 2018 unaudited balance sheet, the assets after the Disposal but before the sale of the Australia Industrial Properties, will consist mainly cash of approximately S$98,000,000 and the Australia Industrial Properties of approximately S$8,400,000. The assets after the Disposal and the sale of the Australia Industrial Properties will consist mainly cash of approximately S$106,400,000.

[dydx]

Finally, Sinwa has sold its business...
https://links.sgx.com/FileOpen/Sinwa%20L...eID=542559 [1Feb19 announcement]
https://links.sgx.com/FileOpen/SIL%20-%2...eID=542637 [1Feb19 press release]

Shareholders can now look forward to the planned initial distribution of $67.0m by way of a special dividend - equivalent to a cool $0.196/share - in coming Apr/May, and possibly 1 or 2 more distributions to come.

[cyclone]

Change of Company Name to "Winas Limited"

The ACRA has on 30 April 2019 issued the Notice of Change of Name, and the Certificate of Incorporation on Change of Name of Company to confirm that the company is now known as “Winas Limited” with effect from 30 April 2019.

[pianist]

Anyone attended the agm and egm for voluntarily liquidation just now, saw Mike sim against a backdrop of seemingly nice relaxing beach resort, enjoying life after the handsome sale,
Is he really outside of sg?