Nyalas Rubber offers S$2.36 per share for BMT as Spinola family exits

CONTROL of British and Malayan Trustees (BMT) has passed from one group of old-money investors to another.

Nyalas Rubber Estates is offering to buy all the remaining shares of BMT for S$2.36 per share after becoming the majority stakeholder in the trustee services company.

Nyalas, a palm oil producer and investment vehicle controlled by the Lee family that also holds stakes in Malaysia-listed Kuchai Development and Kluang Rubber, is making the offer through special purpose vehicle Emerald-Hill Investments.

Nyalas on Friday completed its purchase of the entire 43.05 per cent stake previously held by the Spinola family to raise its holdings to 62.94 per cent. BMT chairman and Nyalas director Colin Lee and his family's stake in BMT now stands just short of 73 per cent, including the interests held by Nyalas, Kuchai and other Lee family members. According to takeover rules, Nyalas' general offer must be at the same price per share as what it paid the Spinolas.

The offer price is a 60 per cent discount to BMT's last traded price of S$5.95 on Oct 26, 2015. The stock has not traded since then. The offer documents will be sent out in the next two to three weeks.

BMT has appointed CIMB Bank as the independent financial adviser to the independent directors.

The estate of Sat Alsagoff, from the famed Arab-Singaporean merchant family, has given an undertaking not to accept the offer for its 18.27 per cent stake. This will ensure that there will be no compulsory acquisition since Nyalas will not acquire more than 90 per cent of the shares that it does not already own. Nyalas plans to keep BMT listed.

The Spinolas, a prominent European family that can trace its roots back to the Middle Ages, had acquired their interest in 2009 from OCBC Bank.