GK Goh unit to divest stake in Definitiv Group
A UNIT of investment firm GK Goh Holdings (GKGH) has entered into a conditional share sale and purchase deed to sell its entire 31.52 per cent interest in Definitiv Group, GKGH said in a filing to the Singapore bourse on Tuesday.
Corporate services provider Boardroom - which is a 92.02 per cent indirect subsidiary of GKGH - will sell 1,714 ordinary shares in Definitiv to Access Workspace, which is a part of business management software provider The Access Group.
The proposed deal includes an amount in cash (subject to adjustments) as well as an earn-out amount post-completion should Definitiv's annual recurring revenue exceed certain targets.
Based on Definitiv's unaudited consolidated balance sheet as at July 31, 2021, Boardroom's stake would amount to about AS$7.8 million (S$7.8 million), although adjustments on completion may result in changes to the final purchase price paid out. Meanwhile, assuming the maximum earn-out amount is achieved, Boardroom's share of the earn-out amount would be about A$6.1 million, although there is no assurance that the targets will be met and the earn-out amount paid out.
GKGH said: "The proposed transaction is an opportunity for the Boardroom group to realise the value of the Definitiv shares at a fair price." As at June 30, 2021, based on the unaudited consolidated financial statements of the GKGH group for H1 2021, the book value and net asset value of the shares was about S$3.9 million.
The proposed deal is in connection with the general offer that would see GKGH selling its 92 per cent stake in Boardroom to a Temasek-related consortium for around S$312 million.
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It was announced earlier this month that Apricus Global - an investment vehicle owned by the consortium comprising Temasek-linked 65 Equity Partners Holdings and private equity firm Tower Capital Asia - had made a cash offer price of S$1.48828 for each Boardroom share.
GKGH and Symphony House have since entered into irrevocable undertakings to accept the offer for their 92 per cent and 7.6 per cent stakes respectively in Boardroom.
Following the disposal, GKGH will continue to own aged care and healthcare businesses in Australia and Singapore - via its investments in Opal Health Care, Allium Healthcare and Habitat Assets - as well as a diversified portfolio of investments across various asset classes.
Boardroom's disposal is subject to garnering GKGH shareholders' approval at an extraordinary general meeting.
Shares in GKGH closed at S$1.08 on Tuesday, down one cent or 0.92 per cent.
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