THE offeror of coal miner Golden Energy and Resources (Gear) has exercised the right to compulsorily acquire all shares of the company, especially those from shareholders who have not accepted the exit offer by the close date of Aug 15.

 

Following the completion of compulsory acquisition, the offeror, Duchess Avenue, will own all the shares of the company. Duchess Avenue is a wholly-owned subsidiary of Star Success, whose director is Sinar Mas&rsquo Indra Widjaja.

 

Gear will become a wholly-owned subsidiary of Duchess Avenue, and will be delisted from the Singapore Exchange at a date and time to be announced, SAC Capital said on behalf of Duchess Avenue on Tuesday (Sep 19).

 

Duchess Avenue&rsquo s initial offer price for Gear was S$0.16 per share, but this was later raised by 13 per cent to an offer price of S$0.181 per share.

 

The cash alternative price was raised by 18 per cent to 6,500 rupiah from 5,500 rupiah, with the revised cash alternative price being paid in Singapore dollars based on a fixed exchange rate of S$1 to 11,432.09 rupiah.

 

As at 6 pm on Aug 10, the exit offer for Gear received valid acceptances representing 97.21 per cent of the total shares in the company.

 

SAC Capital said on Tuesday that the consideration payable in respect of acquired shares held by dissenting shareholders will be credited directly into their designated bank accounts for Singapore dollars via the Central Depository&rsquo s (CDP) direct crediting service, if they have subscribed for this.

 

Otherwise, the consideration will be payable to their cash ledger, which shall be subject to the same terms and conditions applicable to cash distributions under the CDP operation of securities accounts, with the depository terms and conditions.

 

In a bourse filing, the company said this includes the 77.49 per cent of shares tendered by the offeror and its concert parties, including Dian Swastatika Sentosa. Dian Swastatika Sentosa, a majority shareholder of Gear, is listed in Indonesia and involved in the energy and infrastructure segments under the Sinarmas group.

 

The company said that the offeror intends to exercise its right to compulsorily acquire all shares of shareholders who have not accepted the exit offer at the revised exit offer price of S$0.181 per share.

 

The exit offer closes at 5.30 pm on Aug 15.

 

At an extraordinary general meeting on Jun 5, shareholders passed two resolutions: one to delist the company, and the other, a proposed distribution under which they would receive 1.3936 shares of Golden Energy Mines (Gems) for every Gear share they owned.

 

Gear owns a 62.5 per cent stake in Indonesia-listed thermal coal subsidiary Gems.