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Boustead Proj record earnings special dividend
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Joelton
Supreme |
15-Dec-2023 10:21
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Boustead Singapore shareholders approve acquisition of Boustead Projects shares from chairman Wong Fong Fui and children
SHAREHOLDERS of Boustead Singapore : AVM 0% on Thursday (Dec 14) voted overwhelmingly to acquire Boustead Projects : AVM 0%shares belonging to the former&rsquo s chairman and group chief executive, Wong Fong Fui, and his children.
All three resolutions proposed at the extraordinary general meeting (EGM) garnered more than 90 per cent support from the independent shareholders who voted.
Boustead Singapore had in November finalised its unconditional cash exit offer for its real estate unit Boustead Projects at S$1.18 per share &ndash 23.6 per cent higher than the latter&rsquo s last-traded price of S$0.955 prior to its trading suspension.
It also represented a 24.2 per cent increase from the previous voluntary unconditional general offer of S$0.95 per share, which closed at 5.30 pm on Mar 27, 2023.
Boustead Singapore&rsquo s original offer for Boustead Projects was launched in February this year at S$0.90 per share. This was later raised to a final offer price of S$0.95 apiece, which PrimePartners &ndash Boustead Projects&rsquo independent financial adviser &ndash ruled as &ldquo not fair but reasonable&rdquo , as the amount fell short of its estimated valuation range of between S$1.17 and S$1.38.
In March, the Securities Investors Association Singapore advised Boustead Projects shareholders to reject the offer unless the offer price was raised to a &ldquo fair and reasonable&rdquo amount.
A Sep 26 directive issued by the Singapore Exchange Regulation also called for the exit offer to be made at a &ldquo fair and reasonable&rdquo price.
Wong and his children &ndash who collectively hold a 19.97 per cent stake in Boustead Projects &ndash were required to abstain from voting on the resolutions, in accordance with listing rules under the Singapore Exchange.
At the time of the exit offer in November, Wong and his children provided irrevocable undertakings to accept the exit offer, should the proposed resolutions be approved by independent shareholders at the EGM.
They also agreed to a six-month interest-free deferment of the cash consideration due to them after the close of the exit offer.
Since all three resolutions have been passed, Wong and his children will accept the exit offer in accordance with the terms of their respective irrevocable undertakings.
As at Dec 13, Boustead Singapore has received valid acceptances of its exit offer amounting to 7,230,809 shares in Boustead Projects, representing approximately 2.31 per cent of its total shares.
Following the acceptances, shares owned, controlled or agreed to be acquired in Boustead Projects by Boustead Singapore and its concert parties amount to a total of 306,328,829 shares, representing 97.79 per cent of the total.
Shareholders of Boustead Projects who wish to accept the exit offer can do so until its closing at 5:30pm on Dec 27.
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Joelton
Supreme |
13-Dec-2023 12:33
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Boustead Projects inks sale and purchase agreement for Vietnam industrial property company
KTG & Boustead Industrial Logistics Joint Stock Company (KBIL), a joint venture of Boustead Projects : AVM 0%, has entered a sale-and-purchase agreement for all the issued and paid-up shares of Minh Quang Industrial Development Joint Stock Company for US$10.7 million.
Minh Quang had previously signed an in-principle land lease agreement to develop a land plot with an area of approximately 136,450 square metres at Yen Phong District in Bac Ninh province.
KBIL, which owns a portfolio of logistics and industrial properties in Vietnam, thus intends to acquire Minh Quang to develop the land into industrial facilities for lease, adding to its own portfolio, said the company in a bourse filing on Tuesday (Dec 12).
The consideration was based on the agreed property value of land (US$21.6 million) and other adjustments agreed between KBIL and the vendors.
An independent valuation of the land by Savills Viet Nam found the market value of the land to be approximately US$21.8 million as at Oct 13, 2023.
KBIL will fund the purchase by issuing equity to Boustead Projects and Khai Toan Joint Stock Company &ndash the other half of the joint venture &ndash in the proportion of their respective shareholding ratio in KBIL.
Boustead Projects, through its wholly-owned subsidiary BP-Vietnam Development, has agreed to subscribe for such number of shares at the aggregate subscription price of US$5.2 million, representing 49 per cent of the consideration.
The proposed acquisition is not expected to have a material impact on Boustead Projects&rsquo earnings per share or net tangible assets per share for the current financial year ending Mar 31, 2024.
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like2learn
Veteran |
06-Dec-2023 21:39
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any shareholder here don' t intend to accept the $1.18 offer ? | ||||
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Joelton
Supreme |
21-Nov-2023 13:23
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Boustead Singapore finalises exit offer of $1.18 per share for Boustead Projects&rsquo shares
Boustead Singapore 9D has made an unconditional cash offer of $1.18 to the shareholders of Boustead Projects AVM 0.00% Limited (BPL) . Following the completion of the offer, BPL will be delisted from the Singapore Exchange S68 0.11% Securities Trading (SGX-ST).
The company had previously made an unconditional cash offer of 95 cents on March 27. At the close of its previous offer, Boustead Singapore F9D 0.00% had acquired 20.63% of BPL&rsquo s shares to increase its shareholding of BPL to 75.5%.
Of the 25.13% of BPL' s shares available for purchase at the start of the previous offer, Boustead Singapore had acquired 82% of the available shares. Some 4.51% of BPL' s shares are held by public minority shareholders who did not accept the previous offer.
As at the close of the previous offer, BPL had ceased to meet the free float requirements of SGX-ST and requested for its shares to be suspended from trading from March 28.
Subsequently, BPL obtained two three-month extensions from SGX Regulation (SGX RegCo) to comply with SGX-ST rules, during which time it was not permitted to make a second offer to its shareholders on terms better than those made under its previous offer.
At $1.18 per share, the current exit offer price is 23.6% higher than BPL&rsquo s last traded price of 95.5 cents and 24.2% higher than the 95 cents previously offered.
See also: Marco Polo Marine signs three-year agreement for deployment of new vessel across APAC wind farms
It also represents approximately 20x and 0.9x BPL' s consolidated earnings per share and net asset value (NAV) per share, respectively, for the last financial year.
Boustead Singapore will convene an extraordinary general meeting (EGM) before the end of 2023, to seek the approval of its independent minority shareholders in the acquisition of shares belonging to Wong Fong Fui and his children, who hold 19.99% shares in BPL.
BPL' s minority shareholders will be able to tender their shares in BPL in connection with the exit offer as soon as it is open for acceptance, regardless of whether the proposed acquisition of Wong&rsquo s shares is approved at Boustead Singapore&rsquo s EGM.
According to Boustead Singapore, the exit offer presents an opportunity for BPL shareholders to &ldquo fully realise&rdquo their investments at a premium without incurring brokerage costs.
Boustead Singapore says a potential 100% re-merger following BPL&rsquo s delisting would strengthen its resilience given BPL&rsquo s significant contribution to Boustead Singapore&rsquo s financial position.
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Wordee
Senior |
21-Nov-2023 12:09
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Boustead will also have to offer to delist? not enough free float in market and not enough money to shore up the exit offer, so how?? | ||||
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Joelton
Supreme |
18-Oct-2023 09:52
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SGX RegCo approves Boustead&rsquo s request for extension on exit offer
Boustead will have to provide a progress update within two weeks of the extension approval on Oct 17.
The Singapore Exchange S68 -0.2% Regulation (SGX RegCo) has stated &ldquo no objection&rdquo to Boustead Singapore&rsquo s application for an extension to provide updates on its exit offer for Boustead Projects AVM 0.00% , according to a release by Boustead on Oct 17.
Boustead will have to provide a progress update on its compliance with the delisting notice within two weeks from the date of the extension letter, being Oct 17, 2023. Boustead says that it intends to comply with SGX RegCo&rsquo s directives in the delisting notice.
Previously, Boustead&rsquo s intention to privatise and delist Boustead Projects from the exchange, led to the closing of its privatisation offer on March 27. It was granted three months extension until June 26, followed by another three-months extension until Sept 26 to explore options to comply with the listing rules.
At present, Boustead Projects is in discussions with Boustead about the exit offer proposal. Boustead will keep shareholders informed of any further developments in this regard.
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ysh2006
Supreme |
26-Sep-2023 18:07
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This company will be forced to delist since cannot top up the 10% differences....it said maybe cannot have the $$ to buy back all other shares not accepted the privatisation ... any exit offer ? Don't be like Nicol delisted o exit offer ... | ||||
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Joelton
Supreme |
28-Jun-2023 09:14
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Boustead Projects unit, subcontractor head into arbitration over contracts for work at waste treatment facility
BOUSTEAD Projects subsidiary Boustead Projects E& C has been served with a notice of arbitration by the liquidator of Technics Steel, a subcontractor that it engaged for the construction of a waste treatment facility at Tuas View Circuit.
In a bourse filing on Tuesday (Jun 27), Boustead Projects said that it was served the notice on Jun 16.
On Apr 14, 2021, Boustead Projects E& C terminated the subcontract with Technics after the company wound up and failed to complete its tasks.
Technics was engaged to work on structure steelworks for pipe racks, access platform and staircase works, Boustead Projects said.
The claim by Technics&rsquo liquidators is seeking a payment of around S$830,000 for work done under the subcontract.
In addition, it is seeking damages of around S$680,000 for prolongation costs incurred by Technics. Technics alleges that Boustead Projects E& C breached the subcontract and prevented it from carrying out its work according to the original contract schedule.
Boustead Projects said that it aims to &ldquo vigorously defend&rdquo the claim, and that the financial impact of the claim cannot be determined yet at this time.
Boustead Projects&rsquo shares have been suspended since Mar 28. Its parent company, Boustead Singapore, acquired 95.5 per cent of the company&rsquo s shares in an attempt to privatise the company, which led the company to lose its free float.
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Joelton
Supreme |
24-Jun-2023 10:49
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Boustead Projects seeks another 3 months to comply with public float rule
BOUSTEAD Projects : AVM 0% has applied to the Singapore Exchange Regulation for yet another three-month extension for it to comply with the public float rule, which requires at least 10 per cent of its shares to be in public hands.
The real estate-solutions provider requested the extension to take effect from Jun 27, when its first three-month period to resolve the matter would have ended, it said in a bourse filing on Friday (Jun 23).
The Singapore Exchange may grant an issuer a period of three months to raise the percentage of securities in public hands to 10 per cent, after which the issuer may be directed to delist and provide an exit offer deemed fair and reasonable by an independent financial adviser.
Boustead Projects said that its parent company, Boustead Singapore : F9D -0.6%, is &ldquo exploring various options&rdquo .
The parent company held 95.5 per cent of Boustead Projects&rsquo shares when its privatisation offer closed. This resulted in a trading suspension of the latter&rsquo s shares, which took effect from Mar 28.
Boustead Singapore had indicated its intention to delist Boustead Projects in February, when it unveiled its offer for the company. However, it was not able to avail itself of the powers of compulsory acquisition under the Companies Act.
The only way its offer could have led to a delisting of Boustead Projects was if the offer was deemed fair and reasonable, and if Boustead Singapore had obtained at least 75 per cent of the shares held by independent shareholders.
Boustead Projects&rsquo appointed independent financial adviser found that the offer was &ldquo not fair but reasonable&rdquo .
Boustead Singapore made the acquisition offer at S$0.90 per share and subsequently raised it to S$0.95. However, it drew flak from the Securities Investors Association (Singapore) for being too low.
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Joelton
Supreme |
24-Jun-2023 10:48
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Boustead Projects to jointly redevelop logistics and manufacturing facility with two investors
BOUSTEAD Projects : AVM 0% will be redeveloping a logistics and manufacturing facility in Tuas with two accredited investors, who were not named in the bourse filing it made on Friday (Jun 23).
The real estate solutions provider said the redevelopment of the facility, with a gross floor area of 59,800 square metres, will allow it to tap the logistics and selected manufacturing market where there is good demand and limited supply for high quality logistics and warehousing facilities.
The redevelopment, upon expected completion in the first half of 2025, will also maximise the plot ratio of the property which had previously been under utilised.
For the purposes of the joint redevelopment, Boustead Projects has entered into an agreement with the two investors to sell them units in the Boustead Real Estate Fund for S$8.9 million.
The transaction was on a willing-buyer, willing-seller basis and took into account factors such as the net book value of the units, the business potential of Boustead Real Estate Fund and prevailing market conditions.
Boustead Real Estate Fund was established in 2013 as a private trust with the objective to invest in, administer and manage investments relating to the Tuas property so as to achieve a stable flow of recurring income and capital improvement for unitholders.
The fund is a private trust and therefore its securities are not available for subscription by the public, including Boustead Projects shareholders. Any offer of securities of the fund is made to restricted classes of institutional and sophisticated investors.
Boustead Projects has entered into a subscription agreement to commit up to S$33.15 million for issued units in Boustead Real Estate Fund, with the amount being the estimated proportionate funding from it for the redevelopment.
Also, the two investors have entered into a subscription agreement to subscribe for their respective proportions of units in the Boustead Real Estate Fund to fund the redevelopment.
Boustead Projects shares have been suspended since Mar 28 as the public float slid to below 10 per cent when Boustead Singapore : F9D -0.6%&rsquo s offer to take it private closed with it holding 95.5 per cent of its shares.
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Joelton
Supreme |
26-May-2023 09:46
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Boustead Projects posts earnings of $10.7 million in 2HFY2023, up 97% y-o-y
Boustead Projects AVM 0.00% has reported earnings of $10.7 million for its 2HFY2023 ended March, up 97% y-o-y on higher gross profit and other income, as well as a one-off gain on the disposal of a subsidiary and lower overhead expenses.
Revenue for the period was 4% higher y-o-y at $166.2 million due to higher revenue contributions from its engineering and construction (E& C) business, partially offset by lower revenue contributions from its real estate business.
For the full year, the company recorded earnings of $18.35 million, up 62% y-o-y. Overall revenue, however, was down 16% y-o-y to $284 million on lower revenue contributions from the E& C business in 1HFY2023 as well as lower contributions from the real estate business.
Boustead Project&rsquo s current order backlog stands at $402 million. This is supported by the securing of new contracts valued at $401 million in FY2023 &mdash dominated by a record $300 million design-and-build contract for an integrated manufacturing, logistics and office facility in Singapore.
Given the uncertain and volatile times ahead, Boustead Projects recognises the importance of continuing to leverage the combined strengths and synergies of the Boustead Singapore Group F9D 0.63% , says executive deputy chairman Wong Yu Wei.
&ldquo Following a voluntary unconditional offer in which Boustead Singapore and concert parties further consolidated their effective interest from 73.98% at the end of FY2022 to 95.5% by the end of FY2023, our board understands that Boustead Singapore continues to explore various options to eventually delist and privatise Boustead Projects, according to their stated intentions.
&ldquo Notwithstanding this, Boustead Projects&rsquo management will continue to focus on executing the company&rsquo s business strategies as previously articulated,&rdquo he adds.
Boustead Projects is proposing a final dividend of 0.7 cents per share and special dividend of 0.7 cents per share.
Shares in Boustead Projects were suspended since March 28 at the close of Boustead Singapore&rsquo s offer.
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ysh2006
Supreme |
11-Apr-2023 05:04
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Sgx already approved ext 3 months for it to top up the 10 % shares inorder for resume trading....meanwhile share continued suspension..... | ||||
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lifeisgood
Supreme |
08-Apr-2023 00:24
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SGX should just move on. The ones holding high posts at SGX dont want to risk losing their jobs. Things have changed a lot since the s chips and blumont - soh chee wen crisis. Like our famed crypto exchanges are crashing and losing $ billions overnight and nobody bats an eyelid!
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des_khor
Supreme |
07-Apr-2023 13:05
Yells: "Tell me who is God or Market Fortune Teller in this forum ??" |
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All this started with S-Chips scandals !
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lifeisgood
Supreme |
07-Apr-2023 09:04
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In SGX , most stocks have close to ZERO liquidity. Minority shareholders have no choice but to sell to the offeror. it is the fault of SGX. Years of ignoring equity and focusing just on derivatives. time to change the sgx board and senior management. SGX is a ghost town for most of the stocks.
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Catrade
Master |
07-Apr-2023 01:26
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Very very Interesting! Let see how SGX_RegCo handles this situation of the Errant Offerer, Boustead Singapore who try to take Boustead Project private with an exit offer deemed " UNfair but Reasonable" by IFA. Could SGX_RegCo enforces its Rules to protect helpless retail invertors from the Lowball Offerer or just a barking dog ? Golden Energy is also another potential candidate who faces such Lowball Exit Offer from Widjaja Family. Let sit back, n watch how these 2 episodes develop n end ? Look like these 2 cases r testing our Stock Exchange Regulator as a Fair, Reasonable n Safe Financial Hub for all investors.
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HVRRVH
Elite |
06-Apr-2023 21:15
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Can sue SGX instead for the fact that share price was so far below NAV while being listed in SGX? Cannot, right? So similarly, how to apportion blame on BSL/BP when the offer prices, at the material time, were already way above historical transacted prices? How to further hold them responsible for the lost of 10% free float when the party cocerned wanted to take it private? If they already wanted to privatise the compay, does it make sense that at the same time, they are compelled to make sure that the company remain public? The rule of natural law will say this is ridiculous and farcical. It is like a contractor build a house to sell it but at the same time, tell people not to buy it. SIAS advised people not to sell citing the reason that ' dont scare can' t delist' when IFA made known their assessment that the offer was unfair but resonable. Come on, when the offer was made at 90 cents and subsequently at 95 cents, SIAS should have already acted and rally all minority shareholders together to fight for a better price based on NAV. Not wait until IFA report was out. By then, many minority shareholders already gave up and I was one of them. If it was 76% maybe still can fight but by the time IFA report was out, BS already garnered more than 86%. How to fight? How to ' don' t scare can' t delist' when we know too well that if cross 90% it would be suspended due to lost of 10% free float and any suspensiion would mean prolonged period of shares/capital lock up with no certainty of any timely resolutions. Really disappointed with SGX and all parties involved. | ||||
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ysh2006
Supreme |
06-Apr-2023 18:13
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The remaining SH already make known don't sell will be this consequential .. .wait long long loh.. | ||||
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lifeisgood
Supreme |
06-Apr-2023 15:33
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Seems like there is a loophole in SGX rules. Can SGX bring criminal charges to BP or BSL management for failing to reinstae free float? | ||||
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Joelton
Supreme |
06-Apr-2023 09:11
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Boustead&rsquo s suspension: A fight SGX cannot afford to lose
IT HAS been more than a week since trading of shares in Boustead Projects was suspended, and the fate of minority investors who did not accept the lowball offer for the company is still unclear.
On Tuesday (Apr 4), Boustead Projects said that its parent company Boustead Singapore requested it apply for an extension of time from the Singapore Exchange (SGX) to comply with Rule 724 of the Listing Manual &ndash which states, among other things, that SGX may allow an issuer a period of three months to restore its public float, after which the issuer may be removed from the official list.
Boustead Projects said that Boustead Singapore is now &ldquo exploring various options&rdquo . But the company offered no hint in its announcement as to what these options are.
More importantly, it is still unclear what consequences the boards of Boustead Singapore and Boustead Projects and their paid advisers will face for their roles in the offer that led to the current mess.
This is not a matter for SGX to resolve alone. The entire regulatory firmament should get involved in determining how to manage corporate and market actors who choose to test rules and standards that have been clearly laid down.
When Boustead Singapore unveiled its offer for Boustead Projects on Feb 6, its stated intention was to delist Boustead Projects if the option to do so became available. But Boustead Singapore also said that it would not be able to avail itself of the powers of compulsory acquisition under the Companies Act.
The only way Boustead Singapore&rsquo s offer could lead to a delisting of Boustead Projects was if the offer was fair and reasonable, and Boustead Singapore obtained at least 75 per cent of the shares held by independent shareholders.
SGX made this clear in a Regulator&rsquo s Column in 2019 &ndash emphasising that if these conditions are not met, the target company would remain listed and be required to restore its public float.
On Mar 13, Boustead Projects published a circular to its shareholders that revealed its appointed independent financial adviser (IFA), PrimePartners Corporate Finance, had found the offer was &ldquo not fair but reasonable&rdquo . By that time, Boustead Singapore had already received acceptances amounting to 4.33 per cent of Boustead Projects shares and purchased a further 7.62 per cent of Boustead Projects shares in the market.
This pushed Boustead Singapore&rsquo s stake in Boustead Projects to 86.82 per cent &ndash just a hair below the 90 per cent threshold that would result in a suspension of trading in Boustead Projects&rsquo shares.
Responding to queries from SGX on Mar 15, Boustead Projects warned that there might not be a public market for its shares following the close of the offer. But it also said this was not its fault, and there was nothing it could do about it.
Boustead Projects pointed out that it had no control over the offer price, the opinion of its appointed IFA, or the actions of its shareholders.
The company also highlighted that Boustead Singapore had already stated its intention to take it private &ndash hence, Boustead Singapore was unlikely to support any initiative to expand Boustead Projects&rsquo public float.
When the offer closed on Mar 27, Boustead Projects said that Boustead Singapore held 95.5 per cent of its shares. It also announced that trading of its shares would be suspended with effect from Mar 28.
Exit offer coming?
Given that Boustead Singapore is unlikely to support any effort to restore the public float of Boustead Projects, it should logically be required to make a fair and reasonable exit offer to the dissident shareholders of Boustead Projects.
SGX should lay out precisely how this should be done, keeping in mind that it is setting expectations for how it might handle similar cases in the future.
For instance, it seems sensible that Boustead Projects appoint PrimePartners once again as its IFA &ndash as many investors might have relied on that latter&rsquo s views about the fairness and reasonableness of the offer. Indeed, PrimePartners should probably be required to opine on the new exit offer based on the work it has already done.
In particular, PrimePartners said that one key reason the offer for Boustead Projects was determined to be unfair was because the final offer price was not within its valuation range of S$1.17 to S$1.38 per share. Based on that view, an exit offer of at least S$1.17 per share &ndash which is more than 23 per cent higher than the final offer price of S$0.95 per share &ndash would probably pass muster.
Singapore&rsquo s market regulators should clear the way for this new exit offer to take place as soon as possible, even though Boustead Singapore has only just completed its offer for Boustead Projects. Investors who refused to accept the unfair offer should not be made to wait unnecessarily.
But what can SGX actually do to coax or otherwise coerce Boustead Singapore into making a fair and reasonable exit offer for Boustead Projects? And, what if the offeror were not a local public-listed company?
Would levying hefty ongoing fines on the target company for failing to restore its public float be effective? Should Singapore&rsquo s market regulators be prepared to drag an errant offeror to court?
Robust response required
When controlling shareholders attempt to take their companies private, their interests are naturally no longer aligned with those of minority shareholders. But Boustead Projects&rsquo controlling shareholder appears to have also put itself at odds with SGX &ndash by seemingly challenging the frontline regulator&rsquo s delisting rules.
This is a fight that SGX cannot afford to lose. Many minority shareholders of Boustead Projects may have held on to their shares in anticipation of a &ldquo fair and reasonable&rdquo exit offer.
On Mar 13, after it emerged that PrimePartners had found the offer for Boustead Projects to be &ldquo not fair but reasonable&rdquo , the Securities Investors Association (Singapore) advised investors to reject the deal and not fear that the company would be delisted.
If SGX does not manage to get Boustead Singapore to make a &ldquo fair and reasonable&rdquo exit offer for Boustead Projects or support the restoration of Boustead Projects&rsquo public float, a lot of investors could be left in limbo.
It would also be a galling setback for SGX&rsquo s efforts to ensure that minority investors are properly compensated when public-listed companies are taken private.
This matter is arguably serious enough to warrant a broad response from Singapore&rsquo s market regulators. All corporate and market actors should be left with no doubt that there are grave consequences for failing to observe the spirit as well as the letter of Singapore&rsquo s market rules.
For Boustead Singapore, one simple way to sidestep the opprobrium likely to come its way is to quickly make the &ldquo fair and reasonable&rdquo exit offer for Boustead Projects that SGX rules require.
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