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PNE Micron shares soar in Bali play
Indonesia developer of resort villas and hotels in $225.54m reverse takeover
By MICHELLE TAN
PNE Micron Holdings Ltd (PNE Micron) yesterday announced plans for a $225.54 million reverse takeover (RTO) deal, which will see an Indonesian developer-cum-manager of resort villas and hotels list on the Singapore Exchange (SGX).
The news triggered a sharp price rally in the Catalist-listed counter which advanced 114 per cent or four cents to hit an intra-day high of 7.5 cents on healthy volumes.
Under the deal, PNE Micron will acquire the entire shareholdings of Khardorm Investments Limited (KIL), Vast Base Holdings Limited (VBHL) and Super Ace Investments Limited (SAIL).
This acquisition will be paid fully via the issue of 2.65 billion new PNE Micron ordinary shares at a price of 8.5 cents each. This is a 21.4 per cent premium to the stock's closing price of 7 cents yesterday.
The $225.54 million sum takes into account the profitability and business prospects of the target group, and was carried out on a willing buyer and willing seller basis.
Management believes the proposed transaction will be in the company's interests due to the 'growing popularity' of branded residences within high-end resorts in Asia.
Post-acquisition, PNE Micron also plans to undergo a 3-to-1 share consolidation to comply with Rule 429 of the Catalist rules which stipulates the issue price to be at least 20 cents a share. The consolidation will correspondingly raise the issue price from 8.5 cents to 25.5 cents apiece.
To paint a clearer picture of the corporate structure relating to the acquisition targets, KIL is owned by Wavefront International Ltd (Wavefront) and Republik Capital Management Ltd (Republik) while both VBHL and SAIL are held by Republik and Mr Yanuar Arsad collectively.
Notably, Wavefront and Republik are beneficially owned by Mr Yanuar Arsad and Mr Suwito respectively, both of which share a breadth of experience in the real estate industry.
Mr Yanuar Arsad is an entrepreneur who is a developer and owner of property projects in Bali, Indonesia while Mr Suwito was previously the chief operating officer of CB Richard Ellis (Greater Asia). Currently, Mr Suwito is the chief executive officer in charge of the target group.
Upon the completion of the acquisition, Wavefront, Republik and Mr Yanuar Arsad, together with their nominees (if any), will own about 82.45 per cent of the enlarged total number of issued shares of PNE Micron. However, this is based on the assumption that none of the 890,000 issued and exercisable options relating to the PNE Employees' Share Option Scheme (ESOS) are exercised.
In addition to the proposed RTO, PNE Micron also announced that it has entered into a conditional sales and purchase agreement with majority shareholders, Tan Kong Sin, Tan Kong Heng, Tan Koon Chwee, Tan Kong Leong, Tan Kwong Soon and Tan Kong Guan for the sale of all the company's existing subsidiaries for a price-tag of $17.29 million.
The purchase consideration is to be settled via the cancellation of 203.41 million ordinary shares held by the above-mentioned shareholders at 8.5 cents a unit. It was also proposed that all inter-company loans between the subsidiaries and PNE Micron be settled no later than seven days after the completion of disposal.
The proposed disposal of subsidiaries is slated to take place within six months following the completion of the RTO.
Over the past couple of years, PNE Micron has faced some financial woes when it racked up losses. For the financial years ended September 30, 2010 and September 30, 2009, the group registered losses of $2.3 million and $3.0 million respectively. That said, the group remained financially sound in terms of balance sheet health with net cash holdings staying in the green for both years due to a low amount of borrowings.
PNE Micron shares last traded at seven cents, gaining a total of 100 per cent or three-and-a-half cents.
The counter, in which trading was halted on Tuesday morning, resumed trading yesterday afternoon.
Indonesia developer of resort villas and hotels in $225.54m reverse takeover
By MICHELLE TAN
PNE Micron Holdings Ltd (PNE Micron) yesterday announced plans for a $225.54 million reverse takeover (RTO) deal, which will see an Indonesian developer-cum-manager of resort villas and hotels list on the Singapore Exchange (SGX).
The news triggered a sharp price rally in the Catalist-listed counter which advanced 114 per cent or four cents to hit an intra-day high of 7.5 cents on healthy volumes.
Under the deal, PNE Micron will acquire the entire shareholdings of Khardorm Investments Limited (KIL), Vast Base Holdings Limited (VBHL) and Super Ace Investments Limited (SAIL).
This acquisition will be paid fully via the issue of 2.65 billion new PNE Micron ordinary shares at a price of 8.5 cents each. This is a 21.4 per cent premium to the stock's closing price of 7 cents yesterday.
The $225.54 million sum takes into account the profitability and business prospects of the target group, and was carried out on a willing buyer and willing seller basis.
Management believes the proposed transaction will be in the company's interests due to the 'growing popularity' of branded residences within high-end resorts in Asia.
Post-acquisition, PNE Micron also plans to undergo a 3-to-1 share consolidation to comply with Rule 429 of the Catalist rules which stipulates the issue price to be at least 20 cents a share. The consolidation will correspondingly raise the issue price from 8.5 cents to 25.5 cents apiece.
To paint a clearer picture of the corporate structure relating to the acquisition targets, KIL is owned by Wavefront International Ltd (Wavefront) and Republik Capital Management Ltd (Republik) while both VBHL and SAIL are held by Republik and Mr Yanuar Arsad collectively.
Notably, Wavefront and Republik are beneficially owned by Mr Yanuar Arsad and Mr Suwito respectively, both of which share a breadth of experience in the real estate industry.
Mr Yanuar Arsad is an entrepreneur who is a developer and owner of property projects in Bali, Indonesia while Mr Suwito was previously the chief operating officer of CB Richard Ellis (Greater Asia). Currently, Mr Suwito is the chief executive officer in charge of the target group.
Upon the completion of the acquisition, Wavefront, Republik and Mr Yanuar Arsad, together with their nominees (if any), will own about 82.45 per cent of the enlarged total number of issued shares of PNE Micron. However, this is based on the assumption that none of the 890,000 issued and exercisable options relating to the PNE Employees' Share Option Scheme (ESOS) are exercised.
In addition to the proposed RTO, PNE Micron also announced that it has entered into a conditional sales and purchase agreement with majority shareholders, Tan Kong Sin, Tan Kong Heng, Tan Koon Chwee, Tan Kong Leong, Tan Kwong Soon and Tan Kong Guan for the sale of all the company's existing subsidiaries for a price-tag of $17.29 million.
The purchase consideration is to be settled via the cancellation of 203.41 million ordinary shares held by the above-mentioned shareholders at 8.5 cents a unit. It was also proposed that all inter-company loans between the subsidiaries and PNE Micron be settled no later than seven days after the completion of disposal.
The proposed disposal of subsidiaries is slated to take place within six months following the completion of the RTO.
Over the past couple of years, PNE Micron has faced some financial woes when it racked up losses. For the financial years ended September 30, 2010 and September 30, 2009, the group registered losses of $2.3 million and $3.0 million respectively. That said, the group remained financially sound in terms of balance sheet health with net cash holdings staying in the green for both years due to a low amount of borrowings.
PNE Micron shares last traded at seven cents, gaining a total of 100 per cent or three-and-a-half cents.
The counter, in which trading was halted on Tuesday morning, resumed trading yesterday afternoon.
