MEMORIES Group and offeror Memories (2022) are seeking to take the Catalist-listed tourism company private for either S$0.047 per share in cash or shares in Memories (2022) at the same price per new offer share.
In a joint announcement late on Monday (Sep 12), both parties said new offer shares in Memories (2022) have not been contemplated to be listed on any securities exchange.
Memories (2022) is an associate of Yoma Strategic's executive chairman Serge Pun. Its holding company is First Myanmar Investment Public (FMI), which Pun is a controlling shareholder of.
Yoma's wholly-owned subsidiary Yoma Strategic Investments (YSI) - which directly owns shares amounting to some 33.3 per cent in Memories - has given an irrevocable undertaking to accept the exit offer and elect to receive approximately 167.1 million new offeror shares worth about S$7.9 million.
This comes as Yoma "takes a longer-term view of the business and management prospects" of Memories, said the group.
Based on Yoma's latest audited financial statements as at end-September 2021, the book value of YSI's shares in Memories amounts to about US$17.7 million. The latest available open market value of the shares amounts to some S$15.9 million, based on the weighted average price attributable to YSI's Memories shares transacted on the last full market day.
YSI's stake in Memories translated to an attributable net loss of US$1.6 million for the period ended September 2021, and a net profit of US$1 million for the 6 months ended March 2022.
There is no loss on disposal of YSI shares, and its investment in Memories will remain unchanged post the transaction as there is no change to Yoma's effective interest in Memories.
Other parties who have granted irrevocable undertakings include Yoma's Pun, FMI as well as Ace Venture Opportunities, who are considered members of the offeror concert party group.
Samena Mandalay, which owns about 28.1 per cent of Memories' shares in issue, as well as SHC Capital (with a 7.1 per cent stakeholding in Memories), have also irrevocably undertaken to accept the offer.
Memories said it will be making an application to the Singapore Exchange Securities Trading (SGX-ST) for the delisting and plans to convene an extraordinary general meeting to seek shareholders' approval for the transaction.
The counter closed S$0.007 or 7 per cent down at S$0.093 on Friday before a trading halt was called on Monday morning. It resumes trading on Tuesday.