Halcyon Agri plans 1-for-2 rights issue to raise S$174.7m

NATURAL rubber supplier Halcyon Agri Corp on Monday proposed a renounceable non-underwritten rights issue of up to 797.5 million new shares at 22 Singapore cents apiece.

The mainboard-listed firm plans to offer eligible shareholders one rights share for every two existing ordinary shares they hold.

The issue price of 22 cents for each rights share represents a 36.2 per cent discount to the last transacted price of 34.5 cents per share for trades done on June 19. 

It is also a 35.7 per cent discount to the volume-weighted average price of 34.2 cents traded over the last five consecutive market days including June 19, and a discount of about 27.4 per cent to the theoretical ex-rights price of 30.3 cents calculated based on the last transacted price on June 19.

As at 1.14pm on Monday, the counter had fallen 17.4 per cent or six cents to trade at 28.5 cents.

Halcyon Agri said the issue price and the discounts were determined after taking into account precedent transactions, the transaction size, and discussions with DBS Bank, the appointed manager for the rights issue.

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Net proceeds of about S$174.7 million - assuming the rights issue is fully subscribed - will be used to fund operating cash flows and the group's other fixed commitments, such as capital expenditures and the servicing of term debts.

The proposed rights issue is meant to strengthen the group's capital structure, in view of the recent restructuring of a loan and in line with the group's intention to deleverage its balance sheet, while providing shareholders an opportunity to maintain their equity participation in the company.

During the second quarter ending June 30, 2020, the company had completed the renegotiation of the terms of a loan it had granted to investment services firm Fimave SA back in 2017, extending the repayment date by another five years and revising the interest rate to 10 per cent per annum, from 6.5 per cent previously.

Fimave had obtained the loan when it acquired Halcyon Agri's 35 per cent stake in agro-industrial group SIAT.

The carrying value of US$52.3 million for the loan receivable under the Fimave loan was classified as current assets as at Dec 31, 2019. But with the loan now restructured, such receivables will be reclassified as non-current assets in the second quarter's balance sheet, and this may have an impact on the group's net current asset position as at June 30, 2020, Halcyon Agri noted.

"The rights issue will enhance the group's financial position by adding liquidity, augmenting our capital base, thus reducing the group's overall gearing," it added.

"This will enhance the group's ability to formulate, strategise and execute its business plans as the market enters the cyclical recovery cycle, which is expected to drive both volumes and market prices. It will also provide the group with greater financial capacity and flexibility to capitalise on any investment opportunities in a timely manner."

The company has not received any undertaking from its substantial shareholders to take up their respective rights shares, as at June 22.

However, major shareholder Sinochem International (Overseas) (SIO) will subscribe for its pro rata entitlement to the rights shares, if the requisite approvals, conditions, clearances, filings and rulings under China's laws and regulations are obtained.

SIO has a 54.99 per cent stake in Halcyon Agri as at Monday, and it is wholly owned by Chinese state-owned enterprise Sinochem International Corp.

Halcyon Agri intends to rely on its share issue mandate to allot and issue the rights shares. It will seek shareholders' approval for this general mandate at the upcoming annual general meeting on June 26. 

If approved, the general mandate will authorise, among other things, the directors to allot and issue shares - whether by way of rights, bonus or otherwise - of up to 50 per cent of the total number of issued shares as at June 26.

The company will apply to the Singapore Exchange to seek its in-principle approval to list and quote the rights shares on the bourse.