Boustead Singapore has proposed an unconditional cash exit offer of $1.18 per share for shares in Boustead Projects . The move comes after the former said it will seek an extension of time from the Singapore Exchange S68 Regulation (SGX RegCo) to provide updates on its exit offer in September.
This time, the exit offer price is 23.6% higher than Boustead Projects’ last-traded price of 95.5 cents per share before its trading suspension. The exit offer price is also 24.2% higher than the previous offer of 95 cents per share, which closed on March 27.
It also represents around 20x and 0.9x of Boustead Projects’ consolidated earnings per share (EPS) and net asset value (NAV) per share respectively for the last financial year.
Wong Fong Fui, the chairman and group CEO of Boustead Singapore F9D , as well as his children, have provided irrevocable undertakings to adhere to the decision of the group’s independent shareholders at an extraordinary general meeting (EGM) to be held before the end of 2023. Boustead Singapore’s independent shareholders will then decide on whether to extend the exit offer to Wong and his children.
Wong and his children have also agreed to defer the receipt of the cash consideration due to them till six months after the close of the exit offer should they be permitted to tender their shares in Boustead Projects in connection with the exit offer.
At the close of Boustead Singapore’s previous offer on March 27, the group acquired 20.63% of Boustead Projects’ shares, bringing its stake to 75.5%. Of the remaining 24.5%, 19.99% of Boustead Projects’ shares are held by Wong and the concert parties who did not get the chance to take part in the previous offer. Another 4.51% of Boustead Projects’ shares are held by public minority shareholders who did not accept the previous offer.
See also: Boustead Projects' IFA PrimePartners calls privatisation offer 'not fair' but 'reasonable'
Of the 25.13% of Boustead Projects’ shares available for purchase during the previous offer, Boustead Singapore had acquired about 82% of the available shares, leading the former’s shares to be suspended as it was unable to meet the 10% public free-float requirement.
“The company independent directors, in consultation with their advisers, have spent considerable time and effort during the moratorium period weighing all possible delisting and privatisation options to achieve a positive outcome for all stakeholders,” reads the statement put out by Boustead Singapore on Nov 14.
“They have a fiduciary duty to protect the interests of Boustead Singapore’s minority shareholders and had to ensure that any subsequent offer would be attractive to Boustead Projects’ public minority shareholders and yet not be prejudicial to the interests of Boustead Singapore and its minority shareholders. Due to material conflicts of interest, Wong and all other interested persons have abstained from decision making on both the previous offer and the exit offer,” it adds.
As at 12.44pm, shares in Boustead Singapore are trading 1 cent higher or 1.18% at 86 cents.
