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Jaya enters into term sheet in S$237.6m proposed acquisition

JAYA Holdings on Friday entered into a non-binding term sheet in relation to the proposed acquisition of the entire equity interest in Heduru Moni for about S$237.6 million from Bernard Chan, Tan Siew Ann Jason, Lee Chan Beng, David John Kelso and Gajanan Pandurang Barve.

The purchase consideration for the proposed acquisition shall be satisfied by the allotment and issuance of new shares in the issued and paid-up capital of Jaya to the sellers, it said in a filing to Singapore Exchange.

An initial consideration of about S$178.2 million, which is approximately nine times the net profit after tax of Heduru Moni for the financial year ended Dec 31, 2015, shall be paid on completion of the proposed acquisition

The initial consideration shall be satisfied by the issue of about 297 million new shares in the capital of Jaya at the issue price of S$0.60 per initial consideration share.

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An earn-out consideration, subject to a maximum of about S$59.4 million, shall be paid 30 days from the date on which the audited financial statements of Jaya for the financial year ending Dec 31, 2016, are finalised and issued.

Heduru Moni is a limited liability company incorporated in Papua New Guinea (PNG) in 1998. It is a financial institution licensed and regulated by the Bank of Papua New Guinea.

Operating in Port Moresby, the capital of PNG, Heduru Moni is the largest micro-lender in PNG engaging in the provision of personal loans, asset financing, term deposits and foreign currency payments.

Jaya said a competitive advantage of Heduru Moni "lies in its ability to grant loan approvals within 24 hours of application by its customers".

"The historical net profit of the target company was S$11.7 million, S$14.3 million and S$19.9 million for FY2013, FY2014 and FY2015 respectively, with a revenue of S$47.3 million in FY2015 (based on the exchange rate of PNG Kina (PGK) 1:S$0.44)," it said.