Thomson Medical shareholders recommended to accept RSP TopCo's general offer

THE independent directors of RSP Holdings - a wholly owned subsidiary of mainboard-listed Thomson Medical Group (TMG) - are recommending that shareholders accept the pre-conditional voluntary general offer for all of the shares of RSP Holdings made by RSP TopCo Pte Ltd.

This is based on the opinion of the independent financial adviser, Provenance Capital, that the financial terms of the offer are "fair and reasonable".

RSP TopCo is offering S$0.006006 in cash for each RSP Holdings share.

The recommendation is another step forward in TMG's plan to spin off its real estate business to existing shareholders via a distribution in specie by way of capital reduction, first announced in November.

TMG had said then that its real estate business, comprising both the design and engineering, and hospitality businesses - held by units  RSP Architects, Rowsley Hospitality Holdings, Rowsley (SM) and GG Collections - will be spun off to RSP Holdings for an aggregate consideration of S$87.3 million.

In exchange, RSP Holdings will then assume the repayment obligations for S$69.42 million owed to TMG.

These transactions call for the issuance of new RSP Holdings shares and capitalisation of RSP Holdings' total debt owed to TMG via issuance of the new shares.

TMG said that it will distribute its entire holdings of RSP Holdings shares to entitled shareholders in the ratio of one RSP Holdings share for every existing Thomson Medical share held. Fractional entitlements will be disregarded for the purpose of this distribution.

The RSP TopCo offer is the cash alternative offered to TMG shareholders to holding RSP Holdings shares. 

The offer is pre-conditional upon the completion of the aforementioned distribution of the shares to the entitled shareholders of TMG being fulfilled by the long-stop date.