VALUEMAX : T6I 0%has proposed transferring its shareholding in four Malaysian associated companies from its wholly owned subsidiary, VMM Holdings, to Well Chip Group for a potential listing on Bursa Malaysia.

Well Chip is an investment holding company incorporated specifically for the restructuring and proposed listing on the main market of Bursa Malaysia Securities, said ValueMax in a bourse filing on Friday (Nov 10).

On Thursday, VMM Holdings and the shareholders of the four associated companies entered into a conditional share sale agreement with Well Chip, for the transfer of the entire issued and paid-up share capital of each of the associated companies to Well Chip.

The share swap consideration is RM171.6 million (S$49.7 million), based on the 2022 year-end total net asset value of the four companies, namely SYT Pavilion, Thye Shing Pawnshop, Kedai Emas Well Chip and Kedai Pajak Well Chip.

The consideration will be paid via about 450 million new ordinary shares by Well Chip on the deal completion date, which will be seven business days after all relevant precedent conditions have been met, or on another date that all parties agree in writing.

After the proposed restructuring, VMM Holdings will hold about 19.8 per cent of the total enlarged number of shares of Well Chip.

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VYN Holdings, the entity nominated by the four companies’ shareholders to be allotted and issued part of the consideration shares, will hold about 67.6 per cent interest in Well Chip.

Well Chip will then be an associated company of ValueMax. Together with its proposed group of companies, it will carry out pawnbroking, retail and trading of jewellery and gold in Malaysia.

ValueMax’s executive chairman Yeah Hiang Nam and chief executive officer Yeah Chia Kai will serve as non-independent, non-executive directors of Well Chip.

Yeah Hiang Nam and his wife Tan Hong Yee will be substantial shareholders of Well Chip via their substantial stakes in ValueMax.

As a result, ValueMax will not conduct the businesses of pawnbroking and retail trading of gold, jewellery and watches in Malaysia to avoid a conflict of interest, as required by Securities Commission Malaysia.

It also noted that the proposed internal restructuring is not expected to affect the group’s consolidated net tangible asset value and earnings per share for the financial year.

Furthermore, there will be no change in the company’s share capital as a result of the restructuring.

Shares of ValueMax were trading flat at S$0.30 as at 1.54 pm on Friday.