LIAN Beng Group’s board of directors – comprising the controlling Ong family – has proposed to acquire and privatise property developer SLB Development via a scheme of arrangement, the parties announced in a joint announcement on Friday (Jan 24).
The scheme consideration for each share is S$0.23 in cash. This comes after Lian Beng completed its privatisation in 2023 by the Ong family. It officially delisted in August 2023.
Lian Beng currently holds about 708.5 million shares in SLB, representing approximately 77.6 per cent of the total number of issued shares. Both companies said that they entered into an implementation agreement setting out the terms and conditions of the scheme.
Shares of SLB were last transacted at S$0.169, on Jan 22, its last trading day. The offer price represents a premium of 36.1 per cent over the last transacted price.
The volume weighted average price (VWAP) of the shares traded on the Singapore Exchange were S$0.149 for the one-month period prior to and including the last trading day; S$0.142 for the three-month period, S$0.136 for the six-month period; and S$0.122 for the 12-month period.
Lian Beng has an issued and paid-up share capital of S$83.7 million, comprising 499.7 million ordinary shares, excluding 30.1 million shares held in treasury. OSC Capital, its investment holding company, is Lian Beng’s sole shareholder.
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OSC Capital has an issued and paid-up share capital of S$100, comprising 100 ordinary shares held 51 per cent by Ong Pang Aik, 30 per cent by Ong Lay Huan, 13 per cent by Ong Lay Koon, and 6 per cent held by Ong Lee Yap.
The announcement noted that the trading volume of SLB’s shares has been generally low. The acquisition will thus provide shareholders with “a unique cash exit opportunity to realise their entire investment”.
The scheme presents an opportunity for shareholders to realise their investments at a premium without incurring brokerage fees, the companies said. They noted that the scheme consideration represents a premium of approximately 54.4 per cent, 62 per cent, 69.1 per cent and 88.5 per cent over the VWAP of the shares traded for the one one-month, three-month, six-month and 12-month periods respectively, up to and including the last trading day. It also represents a premium of approximately 16.8 per cent over the net asset value per share of S$0.197, as at Nov 30, 2024.
SLB also has no need for access to equity capital markets, with no exercises to raise equity capital on the Singapore Exchange since its initial public offering in 2018, the announcement said. It added that the privatisation will allow SLB to save on expenses and costs relating to the maintenance of its listing status.
After the acquisition and the scheme are completed, Lian Beng intends to “undertake a review of the operations, management and financial position of the group and will evaluate and pursue any opportunities arising in the ordinary course of business which it regards to be (its) interests”. It does not currently intend to make any major changes to the group’s business, redeploy its fixed assets, or discontinue the employment of its existing employees, other than in the ordinary course of business.
Shares of SLB closed at S$0.169 on Wednesday, up S$0.009 or 5.6 per cent, before a trading halt was called.
