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IFA deems offer for Top Global shares as 'not fair but reasonable'

THE independent financial adviser (IFA) to Top Global's independent directors has deemed the offer by SW International for shares in the property and education group at 33 Singapore cents apiece as "not fair but reasonable".

Stirling Coleman Capital, the IFA, has also advised Top Global's board to recommend that shareholders accept the offer to realise their investment or sell the shares on the open market if they can obtain a higher price.

SW International, the private investment vehicle of Top Global's executive chairwoman Oei Siu Hoa, had launched the voluntary conditional cash offer for the group's shares on March 28.

In a circular issued on Thursday, the IFA said that the offer was "not fair" as it stood at a 72.3 per cent discount to the group's RNAV (revalued net asset value) per share as at end December 2016. At a price to RNAV of 0.28 times, the offer price was also below the range of corresponding ratios of comparable companies and precedent privatisation transactions, it said.

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As for determining the bid as "reasonable", the IFA cited seven factors including the "sound commercial grounds" of the offer, the group's declining financial performance and net losses incurred for FY2016 and that it has not paid any dividend for the last 12 financial years.

The offer also provides an exit option for shareholders who wish to realise their investments but have found it difficult to do given the counter's low trading liquidity, Stirling Coleman wrote.