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Tiong Seng makes JV its unit by buying remaining 56% stake for S$1

MAINBOARD-LISTED Tiong Seng Holdings will acquire the remaining 56 per cent interest in a joint-venture (JV) company Geostr-RV for S$1, making the JV a wholly owned subsidiary of the construction, civil engineering and property development group.

Tiong Seng said on Tuesday morning that its wholly owned subsidiary, Robin Village International, had entered into a restructuring agreement with Geostr Corporation for the acquisition.

The JV, incorporated in Singapore, has a wholly owned subsidiary incorporated in Malaysia, Geostr-RV (M). Both firms manufacture and distribute precast tunnel segments.

Tiong Seng said the acquisition will allow the group to capitalise on the existing business in Geostr-RV, and further capture opportunities in the market for the manufacture and distribution of precast tunnel segments.

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The acquisition will “strengthen our group’s technical competencies and reinforce our reputation as a one-stop engineering solution provider”, Tiong Seng added.

Relative figures for the acquisition are all less than 5 per cent, except that the net loss attributable to the assets acquired, compared with the group’s net profit in the latest consolidated accounts, is 19.7 per cent. Accordingly, the acquisition is a “discloseable transaction” under Chapter 10 of the listing manual.

The consideration of S$1 takes into account, among other things, the adjusted book value of the JV as at Dec 31, 2018. Additional share in the book value and net loss attributable to the acquisition was about S$5.7 million and S$300,000 respectively.

For illustrative purposes, had the acquisition taken place in fiscal 2018, net tangible asset per share would have increased from 68.87 Singapore cents to 70.15 cents after the transaction, and earnings per share would have declined to 1.73 cents, down from 1.98 cents.

Separately, the company said last month that it had entered into an agreement to sell its 55 per cent stake in a China unit for 67 million yuan (S$13.4 million).

Shares of Tiong Seng closed at 23.5 Singapore cents on Monday, down one cent from 24.5 cents at Friday’s close.