TTJ Holdings privatisation offer by executive chairman turns unconditional 

THE voluntary conditional cash offer to privatise TTJ Holdings from THC Venture – an investment holding company held solely by TTJ’s executive chairman Teo Hock Chwee – has turned unconditional, the company announced in a bourse filing on Saturday (Jul 9)

The total shares owned, controlled or agreed to be acquired by the offeror and its concert parties amounted to some 90.26 per cent of total number of TTJ shares as at 6pm on Friday, or an aggregate of some 315.4 million shares. 

This includes valid acceptances of the offer received from the concert parties, amounting in aggregate to some 295.3 million shares, which represent about 84.49 per cent or the total number of issued shares. 

TTJ’s shares held by the public as at the date of the unconditional announcement stands at about 9.74 per cent, which is less than the requisite 10 per cent free float requirement of the listing manual. 

Back in May, THC Venture sounded its intention to privatise the company at an offer price of S$0.23 in cash per share. 

In a surprising move, 4 directors of TTJ — executive director and chief financial officer Chiong Su Been, lead independent director Lim Yian Poh, as well as independent directors Ling Chien Yien and Leong Yee Yew — recommended that shareholders reject the offer. 

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The directors said they concur with the independent financial adviser (IFA) Zico Capital which advised shareholders to reject the offer on the grounds that it is “not fair and not reasonable”. 

The IFA had cited a number of reasons for its judgment. Some of the reasons include the hefty discounts that the offer price had from the company’s unaudited net asset value (NAV), adjusted NAV and revalued adjusted NAV as at Jan 31. These discounts range from 37.5 per cent to 50.1 per cent. The offer price is also lower than Zico Capital’s estimated value range of between S$0.37 and S$0.46 per share. 

Zico Capital had also noted that Teo has been holding about 84.4 per cent of the company’s total share capital since September 2015. This means TTJ is just 6 percentage points shy of crossing the 10 per cent free float threshold required by the Singapore Exchange’s listing manual.