Earnings in focus; TSH Corp completes RTO

Published Sun, Feb 17, 2019 · 09:50 PM

WITH the earnings season in full swing and a fair share of companies reporting full year earnings, director transactions, in addition to filed substantial shareholder transactions have declined over the past two weeks.

Share buybacks have also dwindled during this earnings season with just six stocks conducting share buybacks in the month of February through to Feb 14.

The consideration totalled S$3.4 million and was led by Keppel Reit Management, Singapore Post and Stamford Land Corporation.

TSH Corp completes RTO

TSH Corporation (TSH Corp) operates a multi-concept chain of pubs and bars, as well as imports and distributes spirits, wines and liquors. The company currently operates five outlets covering four different F&B concepts.

In addition, it imports and distributes a wide range of whisky directly to retail outlets and corporate and individual customers.

TSH Corp completed its reverse takeover (RTO) by the owners of pub and liquor distributor group Sloshed! Pte Ltd.

Key developments in this RTO process were as follows:

Feb 28, 2018 - TSH Corp announced that it entered into a memorandum of understanding (MOU) in relation to the proposed acquisition of companies which are in the business of operating pubs and bars and import, export and distribution of spirits, wines and liquors (target group) with Teo Kok Woon, Chua Khoon Hui and Charles Lim Kian Boon (the vendors).

The acquisition constituted an RTO as defined in Chapter 10 of the Catalist Rules.

Aug 31, 2018 - TSH Corp entered into a conditional sale and purchase agreement (SPA) with the vendors to acquire the target group.

Nov 23, 2018 - TSH Corp announced that a supplemental SPA was entered into with the vendors. In addition, it announced that final consideration for the acquisition of the target group is to be S$19.4 million, based on an independent valuation carried out by the independent business valuer.

Dec 31, 2018 - A shareholder circular in relation to, among others, the RTO was lodged with SGX-ST.

Jan 25, 2019 - Resolutions pertaining to the acquisition, share consolidation, allotment and issue of shares, a whitewash resolution, a director appointment and adoption of a new constituent were put to vote by a shareholder poll and duly passed at an extraordinary general meeting (EGM).

Feb 12, 2018 - TSH Corp's first day of trading following the RTO.

Following the completion of the RTO which involved the aforementioned resolutions, Teo Kok Woon, non-executive non-independent director and controlling shareholder of TSH Corp, maintained a total interest of 64.05 per cent in the stock.

Mr Teo has 25 years of experience as a hotelier and is the current chairman of Cockpit International Pte Ltd.

He is also the group executive director of his family business in hotel and property investment, Goodearth Realty Private Ltd.

Mr Teo is responsible for charting the strategic direction of these companies, in addition to overseeing their investment decisions, including looking for organic and inorganic growth opportunities.

He is also responsible for providing operational guidance to the managers of the real estate investments, hotels and developments owned by these companies.

Mr Chua is the CEO and executive director of TSH Corp and is responsible for formulating corporate strategies for the company and the group.

He is also in charge of the day-to-day management of TSH Corp, ensuring that its operations run smoothly and oversees the business development activities, sales and marketing and procurement and supply functions of the group.

Upon its trading debut, Mr Chua was issued 14.7 per cent of the voting ordinary shares of TSH Corp.

He started his career in 1999 as an audit assistant at KPMG LLP.

CapitaLand Retail China Trust

On Jan 31, Prudential Corporation Asia Ltd acquired 1,511,400 units of CapitaLand Retail China Trust (CRCT) for a consideration of S$2,250,323.

This took its deemed interest in CRCT above the substantial unitholder threshold, from 4.91355 per cent to 5.06769 per cent.

Prudential Corporation Asia Ltd is a substantial shareholder by virtue of its deemed interest in the units managed by its subsidiaries as fund managers.

On Feb 1, CapitaLand Retail China Trust Management Ltd, the manager of CRCT, announced that it achieved distributable income of S$99.7 million for its FY18 ended Dec 31, 2018.

This represented an increase of 9.4 per cent from the S$91.1 million in FY17.

The growth was attributable to newly acquired Rock Square and the improved performance in CRCT's core multi-tenanted malls.

CRCT currently maintains a portfolio of 11 income-producing shopping malls in China.

As at Feb 22, 2018, Temasek Holdings (Pte) Ltd was the largest substantial unitholder of CRCT, with a 37.16 per cent interest.

Kori Holdings

On Feb 13, Foo Tiang Ann acquired 600,000 shares of Kori Holdings for a consideration of S$198,000.

This increased the interest of the substantial shareholder above the 8 per cent threshold from 7.49 per cent to 8.09 per cent.

Foo Tiang Ann's interest in Kori Holdings crossed above the 7 per cent threshold on Aug 3, 2018 and above the 5 and 6 per cent threshold on April 16, 2018.

Kori Holdings is a multi-national Singapore-based BCA-registered licensed specialist builder in structural steelworks, piling works, ground support and stabilisation works.

Shinvest Holding

On Feb 7, Shinvest Holding managing director Teo Teck Leong acquired 201,700 shares of the specialist manufacturer for a consideration of S$141,190.

This took his deemed stake in the listed company to 9.747 per cent.

Mr Teo is the CEO of the company's wholly-owned subsidiary, Sin Hong and has been a director of GD Tech since March 28, 2011.

He also sits on the board of all of Sin Hong's subsidiaries and one of the subsidiaries of GD Tech, and oversees the businesses of Sin Hong and its subsidiaries and GD Tech and its subsidiaries.

Mr Teo has gradually increased his total interest in Shinvest Holding from 8.283 per cent on Jan 26, 2017.

Note: Shinvest Holding has scheduled an EGM in relation to the proposed disposal of 16,900,000 ordinary shares held by the company in its subsidiary, GD Tech (HK) Private Co Ltd on March 1, 2019.

Hwa Hong Corporation

Between Feb 1 and 13, Hwa Hong Corporation (Hwa Hong) substantial shareholder David Ong Eng Hui increased his direct stake in Hwa Hong from 5.435 per cent to 5.467 per cent.

Dr Ong acquired 210,600 shares for a consideration of S$60,822.

This also increased the deemed and hence total interest of Dr Ong's father, Steven Ong Kay Eng, in Hwa Hong to 14.967 per cent.

Mr Steven Ong has gradually grown his stake in the stock from 10.80 per cent on Nov 28, 2016 and 7.38 per cent at the end of 2014.

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