It is agreeing to the proposed acquisition to give its shareholders an opportunity to exit their investment at a premium

 

[SINGAPORE] Medical-services company Singapore Paincare : FRQ 0% has received an acquisition bid for S$0.16 a share from Advance Bridge Healthcare, a management consultancy for healthcare services.

 

This values the company at US$25.7 million, comprising 171 million shares, and represents a premium of 27 per cent over Singapore Paincare&rsquo s last traded price of S$0.126 on Monday (May 26).

 

The company requested for a trading halt on Tuesday, almost three months after it first announced via a bourse filing in March that it had been approached for a possible transaction involving its shares.

 

The offer price of S$0.16 represents a 77.8 per cent over Singapore&rsquo s Paincare&rsquo s closing price on Mar 3, which was when it first announced that a possible deal was in the works.

 

If the transaction goes through after the necessary regulatory approvals are obtained, Singapore Paincare will be delisted from the Singapore Exchange&rsquo s Catalist board, the company said on Wednesday in a bourse filing.

 

Singapore Paincare said that it has agreed to the proposed acquisition by Advance Bridge Healthcare because it was an opportunity for shareholders to realise their investment at a premium over the counter&rsquo s historically traded prices.

 

It added that there was no necessity for the company to raise funds through equity capital markets.

 

Since its initial public offering in 2020, the company has not carried out any exercise to raise equity capital through the Singapore Exchange, except for a share placement exercise in the last year, said the company.

 

Advance Bridge Healthcare also believes that Singapore Paincare is unlikely to require access to Singapore equity capital markets to finance its operations in the foreseeable future, given that it may tap other funding sources such as bank borrowings. The company thus said it is not necessary for it to maintain its listing on the Catalist board of the Singapore Exchange.

 

It has also incurred compliance and other costs associated with continuing the listing requirements under the Singapore Exchange.

 

If the company is delisted, it will save on expenses and costs relating to the maintenance of its listed status and channel such resources to its business operations, read the filing.

 

Under the terms of the agreement, Advance Bridge Healthcare has the right to switch its offer to a voluntary conditional cash offer or a pre-conditional voluntary cash offer.

Singapore Paincare Holdings says it has been " approached in relation to a possible transaction involving the shares in the company."

 

Previous announcements by other listed companies using similar wordings have been known to result in privatisation offers from either the controlling shareholders or third parties.

 

" Shareholders and any other investors should note that there is no certainty or assurance that any specific or definitive transaction will eventually materialise or be carried out as a result of such approach," the company says.

 

" If and when there is any material development, the company will make an announcement at the appropriate time.

 

" In the meantime, shareholders of the company are advised to exercise caution when dealing in the shares of the company, pending any definitive announcement(s) from the company," it adds.

 

Singapore Paincare Holdings, which was listed back in July 2020, is controlled by its CEO Dr Bernard Lee. 

 

It closed at 9 cents on March 3, up 9.76% for the day but down nearly 60% from its IPO price of 22 cents.

 

Singapore Paincare Holdings reported a 53.3% y-o-y decrease in earnings for the 1HFY2025 ended Dec 31, 2024 of $453,000, a significant decline from the $969,000 reported in the same period a year before. 

 

Earnings per share stood at 0.26 cents for the reporting period. 

 

The group&rsquo s revenue grew 2.8% y-o-y for the 1HFY2025 to $13.73 million due to increase in revenue from specialist clinics & TCM which has more than offset the decrease in revenue from general practitioners (GP) clinics. 

 

The decrease in revenue from GP clinics is due to the divestment of non-performing clinics. Singapore Paincare Holdings says that this decrease was largely compensated by some relatively new GP clinics which experienced large increases in revenue as they began to establish a firm foothold in their operating vicinity.

 

Share of results of associates reversed from a profit of $0.16 million in 1HFY2024 to a loss of $0.12 million in 1HFY2025, mainly due to share of losses from Shanghai Gong Pu and Beijing Puxin.

 

The Group reported a loss of $0.04 million from the share of results of the joint venture in 1HFY2025 for Singapore Paincare Capital. 

Cash and cash equivalents of $6.92 million as at Dec 31, 2024 comprise mainly of cash at bank.

 

As at Dec 31, the group&rsquo s network includes 10 GP clinics, five specialist centres and three other facilities providing physiotherapy, traditional Chinese medicine and health screening services. 

Singapore Paincare has posted earnings of $1.97 million in FY2024, compared to a loss of $0.67 million in FY2023.

 

Earnings per share for the year stood at 1.15 cents, compared to 0.38 cents in FY2023.

 

Revenue increased 21.9% y-o-y to $26.91 million in FY2024 mainly due to increase in revenue from specialist clinics (SPs) and the general practitioners (GP) clinics. 

 

The higher revenue was augmented by the incorporation of Alexandra Medical and Paincare Clinic and acquisition of Boon Lay Clinic & Surgery as well as majority of the established clinics, which turned in a higher top line. 

 

The company recorded a net decrease in cash and cash equivalents of about $2.72 million during FY2024, resulting in cash and cash equivalents of $6.92 million as at June 30.

 

The company currently operates 19 clinics in Singapore, including 11 GP clinics, five SP clinics, two physiotherapy centers, and one traditional chinese medicine center. 

 

It is cautiously optimistic about its business outlook, despite significant challenges in the evolving healthcare insurance landscape. &ldquo As the landscape becomes more complex, the group plans to approach FY2025 with caution, recognising the difficulties in navigating these changes,&rdquo the company adds.

 

Singapore Paincare Holdings FRQ - has announced that its wholly-owned subsidiary Singapore Paincare Center @ Novena has received a letter of demand from solicitors acting on behalf of Paincare Marketing Int&rsquo l, now known as Medbridge Marketing, in relation to its tenancy at Mount Elizabeth Novena Specialist Centre.

 

Novena Paincare Center had entered into the tenancy agreement with Medbridge on Aug 1, 2019, to lease the premises at #07-33 Mount Elizabeth Novena Specialist Centre for a fixed term of 36 months, and a subsequent lease extension to July 31, 2023. 

 

It was agreed for Novena Paincare Center to remain at the premises upon the expiry of the lease extension while both parties negotiated a rental rate for the new tenancy term.

 

However, the letter of demand received by Novena Paincare Center on Jan 11 claims the parties have failed to come to an agreement on the rental rate after negotiations that have gone on for about five months since Aug 1, 2023.

 

It was further alleged that notice was given on Jan 8 to Novena Paincare Center that the tenancy agreement would expire with immediate effect on Jan 14, with Novena Paincare Center to vacate the premises by the following day.

 

Medbridge is 100% owned by Dr. Bernard Lee, who is also the executive director and CEO of Singapore Paincare. As at Jan 17, Lee is also a controlling shareholder of Singapore Paincare with a direct interest of 28.48% in the company.

In view of the ongoing negotiations, Medbridge says it is prepared to give Novena Paincare Center an extension to stay on the premises until Jan 25 on the basis that the rental payable for the month of January 2024 will be at the market rate of $24,750, calculated at a rate of $33 per sqftt for the 750 sqft premises.

 

In addition, Medbridge has demanded payment of the sum of $78,750, being the difference between the previous monthly rent of $9,000 and the proposed increased rental rate of $24,750 for the period from August 2023 to December 2023, by Jan 18.

 

Based on the proposed increased rental of $24,750 per month backdated to Aug 1, 2023, which, the rental of the premises payable for the duration from August 2023 to December 2023 would be $123,750, representing approximately 1.5% of the Singapore Paincare&rsquo s latest audited net tangible assets (NTA) of $8.23 million as at June 30, 2023.

 

If the matter is not resolved favourably by Jan 25, Medbridge has stated in its letter of demand that it will not grant any further extension and Novena Paincare Center has to vacate the premises by Jan 31.

 

In the event that Novena Paincare Center fails to vacate the premises by Jan 31, Medbridge will consider Novena Paincare Center to have held over the premises without consent and will be liable for double rent, or $49,500, for the duration of the wrongful holding over. Medbridge will also make a claim for the outstanding rent, including but not limited to the rent for January at the appropriate juncture.

 

Should Novena Paincare Center continue to rent the premises for a further three years based on the proposed rental rate, and subject to all required approvals, the estimated aggregate rental of the premises payable will be approximately $891,000, representing approximately 10.8% of Singapore Paincare&rsquo s NTA as at June 30, 2023.

 

The Jan 17 bourse filing on SGX was signed off by Lai Chin Yee, a non-executive chairman and independent director of Singapore Paincare&rsquo s board of directors.

SINGAPORE Paincare Holdings : FRQ -0.51% is eyeing an entry into the China market, with its 51 per cent-owned subsidiary agreeing to invest 40 million yuan (S$7.6 million) in community hospital operator PuXiang Healthcare Holding.

 

The subsidiary, Singapore Paincare Capital (SGPC), has entered a share subscription agreement for 2.8 million new Series A+ preferred shares in PuXiang.

 

This translates to a 2.26 per cent stake, Singapore Paincare announced on Wednesday (June 14).

 

Founded in 2019, PuXiang owns and operates 15 community hospitals in Beijing, Hebei and Tianjin. It provides specialised services such as chronic disease treatment, aesthetics and dentistry.

 

Singapore Paincare will contribute 20.4 million yuan of the investment sum, while the remainder will come from other entities that own SGPC: Trident Investment, which holds a 44 per cent stake and Glory Partners Capital, which owns 5 per cent.

 

The deal marks Singapore Paincare&rsquo s first overseas foray and gives it &ldquo a firm foothold in China&rsquo s fast expanding healthcare market&rdquo , the company said in its filing.

 

In addition, SGPC signed a memorandum of understanding (MOU) with PuXiang to explore the possibility of jointly establishing a medical services company. The specific terms and conditions of this joint venture will be separately negotiated and signed by both parties.

 

Under the MOU, SGPC and PuXiang will also promote each other&rsquo s brands at industry conferences and events.

 

Singapore Paincare will further discuss the possibility of injecting its pain management expertise into PuXiang&rsquo s pain segment, potentially attracting more patients.

 

&ldquo Replicating our pain care ecosystem overseas was one of the reasons for our initial public

offering in 2020. Our plans were held back by the Covid-19 pandemic but we are excited to be back on track with China as our potential first market,&rdquo said Singapore Paincare chief executive Bernard Lee.

 

Post-pandemic, Singapore Paincare has also resumed talks with potential partners overseas in other markets its foreign patients hail from, including Indonesia, the Philippines, Malaysia and Vietnam.

 

Singapore Paincare Holdings FRQ 0%   has reported earnings of $803,000 for the 1HFY2023 ended Dec 31, 2022, 64.6% lower than earnings of $2.3 million in the same period the year before.

 

The lower earnings were due to the generally higher expenses, although changes in inventories, employee benefits expenses and other expenses grew the most y-o-y.

 

Revenue, however, increased by 32.4% y-o-y to $11.0 million due to the increase in patients from the nation-wide vaccination programmes against Covid-19, a well as the arrivals through the Vaccinated Travel Lanes (VTLs) and the reopening of borders.

 

No dividend was declared for the period.

 

&ldquo Our top line performance reflected the positive post-Covid-19 environment. Although revenue from our ongoing participation in the national vaccination programme has come down due to the high vaccination rate achieved, the increase in local patient footfall, as well as the influx of medical tourists when the borders re-opened in April 2022, more than made up for it,&rdquo says Dr Bernard Lee, executive director and CEO of Singapore Paincare.

 

&ldquo However, the Covid-19 era had also led to a severe shortage of trained medical practitioners in the healthcare industry with high staff attrition rate in many countries due to burn out from fighting the pandemic,&rdquo he adds. &ldquo Because of the stiff competition for trained staff both locally and overseas, our group had to make the necessary adjustments to employee compensation in order to retain existing staff and attract the new medical professionals we needed to support our expanded operations and growth plans. The increased staff costs ate into our bottom line, but it was necessary for us to build up a strong team that can sustain our top line growth.&rdquo

 

The group says it is optimistic about the next 12 months with the Singapore government announcing a slew of initiatives under its Healthier SG plan. The government&rsquo s updating of its national blueprint, the &ldquo 2023 Action Plan for Successful Ageing&rdquo to ensure that the country&rsquo s greying population ages well, is also beneficial for the group.

 

&ldquo Pain is something we all experience as we grow old because of degeneration. As a pain-focused health services group with seniors making up the bulk of our patients, Singapore Paincare has always advocated preventive measures that can slow down the effects of aging. With our comprehensive suite of services and growing network of clinics, we believe we are more than able and ready to support the government&rsquo s efforts to promote active aging and preventive care,&rdquo continues Dr Lee.

 

On Dec 3, Sian Chay Medical Institution (Sian Chay) acquired 9 million shares of Catalist-listed Singapore Paincare Holdings for a consideration of S$1.98 million at an average price of 22.00 cents per share.

 

The transaction increased Sian Chay' s total interest in Singapore Paincare Holdings from 10.26 per cent to 15.27 per cent.

 

This followed on from Singapore Paincare Holdings issuing 18 million new ordinary shares, also at 22.00 cents per share, to Sian Chay on Nov 27.

 

The married deal saw substantial shareholders Jessie Low Mui Choo and Lim Ewe Ghee reduce their respective deemed interests in the medical services group to below the substantial shareholder threshold

 

Sian Chay is a social service agency registered with the Ministry of Health that has been providing free Traditional Chinese Medicine consultation, subsidised medicine, acupuncture treatment and tuina to lower income and needy patients for over 100 years.

 

The medical institution serves about 1,400 patient visits daily through its network of 14 branches.

 

Back on Aug 27, Singapore Paincare Holdings reported a total net profit of approximately S$1.88 million in FY20 (ended June 30), up from S$1.26 million in FY19.

 

Excluding initial public offering expenses of S$1.23 million, the group' s profit before income tax and profit for the year would have been S$3.63 million and S$3.11 million respectively.

 

Singapore Paincare Holdings listed on the Catalist Board on July 30, 2020.

 

Non-executive chairman and independent director Lai Chin Yee noted in the inaugural annual report, that the group is one of a few medical services group in Singapore specialising in the treatment of persistent pain.

 

Ms Lai added that the group provides effective pain relief to patients suffering from chronic pain by either removing pain generators and/ or interrupting pain signals.

 

This is partially attributed to minimally invasive procedures and specialised injections, thereby bridging the gap between using open surgery which may entail higher risks and longer recovery periods, and conservative physical therapies which may not be as immediately effective, to treat pain.

 

CATALIST-LISTED pain-care medical services group Singapore Paincare Holdings has entered into a conditional sale and purchase agreement to buy 40 per cent of KCS Anaesthesia Services for S$2.4 million.

 

KCS Anaesthesia Services, a Singapore-based company that provides anaesthesia services and procedures, is fully owned by licensed anaesthesiologist Kong Chee Seng.

 

As part of the proposed acquisition, Singapore Paincare has entered into a contract with Dr Kong to employ him as an executive director and anaesthesiologist of KCS Anaesthesia Services.

 

Based on unaudited financial statements for the year ended Feb 29, 2020, the profit before income tax and net profit after tax of KCS were S$1.27 million and S$1.07 million respectively.

 

The net tangible asset value and net asset value as at Feb 29, 2020 were both S$500,782.

 

Under a put option, Singapore Paincare can require Dr Kong to purchase all its shares at the initial purchase price, plus an interest of 5 per cent per annum for three financial years. The interest of 5 per cent per annum is based on the past average cost of borrowings from banks.

 

The company can exercise this exit option if KCS fails to meet an aggregate net operating profit after tax of at least S$3 million for the period of March 1, 2020 to Feb 28, 2023.

 

Singapore Paincare also has a call option, where Dr Kong will be required to sell all his shares to the company, that it can exercise any time during the three calendar months after Feb 28, 2023.

 

The exercise price per share is eight times the average earnings per ordinary share of KCS for the three financial years, ending on Feb 28, 2023.

 

The acquisition will be funded with net proceeds from Singapore Paincare' s initial public offering. The group said the deal is part of its strategy to expand its business locally to become a one-stop centre for pain care treatment.

 

CATALIST-listed pain-care medical services group, Singapore Paincare Holdings (SPCH) will issue 18 million new ordinary shares at a price of S$0.22 per share to non-profit organisation Sian Chay Medical Institution, to " strengthen its value proposition of holistic end-to-end pain-care management" .

 

With its S$3.96 million investment, Sian Chay will become a substantial shareholder of SPCH, with a 10.02 per cent stake in the enlarged share capital, said SPCH in a statement on Tuesday.

 

Sian Chay' s full-time volunteer executive chairman Toh Soon Huat said the medical institution' s prudent management has enabled it to build up a reserve to invest in pain care.

 

" We hope that Sian Chay' s share of future dividends will yield steady returns that will help defray some operating costs or enable us to extend help to an even wider pool of beneficiaries," he said.

 

Sian Chay is a social-service agency registered with the Ministry of Health. It provides services such as traditional Chinese medicine (TCM) consultation, subsidised medicine, acupuncture treatment and tuina (Chinese therapeutic massage) to lower-income patients. It handles some 1,400 patient visits daily through its network of 14 branches.

 

The partnership will also benefit SPCH' s and Sian Chay' s respective pool of patients. For instance, SPCH' s expansion into physiotherapy services in partnership with Sian Chay will strengthen SPCH' s value position in providing pain-care management services for its patients, said SPCH' s chief executive officer Bernard Lee in a statement on Tuesday.

 

" We are delighted to welcome Sian Chay aboard as a new substantial shareholder. Sian Chay' s objective of contributing to the community through providing a high standard of TCM care is closely aligned with SPCH' s focus on quality patient care and successful outcomes," said Dr Lee.

 

Sian Chay' s Mr Toh has agreed to act as advisor to SPCH for an annual fee of S$1 (which will be donated to Sian Chay) to help build SPCH' s corporate social responsibility profile and to help the company grow.