Dutech Holdings’ executive chairman and CEO, Dr. Johnny Liu Jia Yan, through TSI Metals HK Limited, an investment holding company incorporated in Hong Kong, has, on May 31, made a voluntary unconditional cash offer to shareholders in Dutech Holdings, where TSI Metals HK will be acquiring all of the issued and paid-up ordinary shares in the latter at an offer price of 40 cents in cash.
The offer will be extended to all the shares owned, controlled or agreed to be acquired by parties acting on behalf of TSI Metals HK.
According to the filing on May 31, TSI Metals may reduce the offer price depending on the event where dividends, rights, other distributions or return of capital is declared and paid by Dutech Holdings to its shareholders.
As at May 31, TSI Metals has an issued share capital of HK$50,000 ($8,516.64) solely held by Dr. Liu Jia Yan Johnny.
Dutech, which manufactures high security products, was incorporated in Singapore on Nov 2, 2006, and listed on the Mainboard on Aug 2, 2007.
As at May 31, Dutech has an issued and paid-up share capital comprising 356.5 million shares.
Dutech’s directors are Johnny Liu, Liu Bin, who is the executive vice-chairman and Johnny’s brother, as well as Tan Yee Peng, Graham MacDonald Bell, Chen Zhaohui George, Dr. Hedda Juliana im Brahm-Droege and Christoph Hartmann.
On the same day, Spectacular Bright Corp, which owns 152.4 million shares representing 42.76% of all the shares in Dutech, as well as Willalpha International, which owns 56.3 million shares representing 15.79% of shares in Dutech, have executed an irrevocable undertaking on May 31, where both companies will accept TSI Metals’ offer.
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Spectacular Bright Corp is owned by Johnny Liu, while Willalpha is owned by Liu Bin.
Under the irrevocable undertaking executed by Spectacular, the company has agreed to be allotted and issued new ordinary shares in the capital of TSI Metals for a total subscription price that will be set off against the cash consideration payable for the offer shares in Dutech.
The rollover arrangement does not constitute a special deal, according to the Securities Industry Council of Singapore.
According to Dutech, the offer was made due to the low trading volume of its shares, with some 23,725 shares traded in the one-month period ended May 28.
During the 12-month period ended May 28, a total of 56,802 shares were traded on the market, representing less than 0.02% of the total number of issued shares in the company for each of the relevant periods.
The offer, which represents a 59.4% premium over the volume weighted average price (VWAP) of the shares traded in the one-month period, and a 60.0% premium over Dutech’s last-closed share price of 25 cents on May 28, represents a “unique cash exit opportunity” for shareholders to realise their entire investment at a premium.
Following the offer, Johnny Liu, via TSI Metals, will be delisting Dutech from the SGX-ST’s Mainboard. He will need at least 75% of the total number of shares held by Dutech’s independent shareholders to do so.
According to Liu, privatising the company will give him and Dutech’s management more flexibility to manage Dutech’s business, as well as optimise the use of its management and capital resources and implement any operational changes if any.
Shares in Dutech closed flat at 25 cents on May 28, before its trading halt before market open on May 31.
