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Pua Seck Guan and other substantial shareholders offer S$0.95 a share to take Perennial private
PERENNIAL's chief executive Pua Seck Guan is partnering with several other substantial shareholders, including Kuok Khoon Hong and Ron Sim, to take Perennial private.
In a statement released late Friday night, Perennial announced that an entity called Primero Investment Holdings is offering S$0.95 a share in cash for all the shares of Perennial Real Estate Holdings.
The offer price represents a 37.7 per cent premium over the integrated real estate and healthcare company's close at S$0.69 on June 9 - the last trading day before the offer announcement.
It also represents a 95.1 per cent, 112.5 per cent, 124.1 per cent and 105.2 per cent premium over the 12-month, six-month, three-month and one-month volume-weighted average prices, respectively, up to May 15.
The offer price is, however, just 60 per cent of Perennial's reported net asset value of S$1.584 as at Dec 31, 2019.
Primero is a consortium comprising Mr Pua, Perennial's chairman Mr Kuok, Perennial's vice-chairman Mr Sim, agri-food group Wilmar International and Beaufort Investment Global Company. The latter is an entity managed or advised by Hopu Fund Management Company, an Asian alternative asset management firm that is financing the offer.
The consortium owns or has secured irrevocable undertakings for 82.43 per cent of Perennial's shares, and Hopu will fund the cost of acquiring the remaining 17.57 per cent of Perennial.
Perennial said shareholders who accept the offer will still be entitled to the final cash dividend of 0.2 Singapore cents per share declared for FY2019 ended December 31. The record date for this entitlement is July 7.
Primero also plans to make an appropriate proposal or offer to holders of the 90.9 million outstanding options, which are exercisable into the same amount of shares.
Mr Pua has undertaken not to exercise his 20.4 million options outstanding to-date and instead accept the options proposal.
The proposed offer is conditional upon Primero receiving enough acceptances to give it a 90 per cent stake in Perennial as it intends to delist the company. Primero believes that a privatisation will allow Perennial to raise money more easily, operate more efficiently, optimise its resources, and focus on its "strategic pursuits of acquiring and developing integrated development projects next to transportation hubs, repositioning its operating assets and growing its healthcare management business".
Primero has appointed United Overseas Bank as its lead financial adviser and DBS Bank as its financial adviser for the proposed transaction.
Both banks have confirmed that sufficient financial resources are available to Primero to satisfy all acceptances based on the S$0.95 offer price.