Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Japfa — Merger or Acquisition (January 2025)
16 slides from Singapore Exchange's merger presentation, Jan 24, 2025
Slide 1: Joint Presentation: Proposed Privatisation of Japfa Ltd.
Strictly private and confidential Joint Presentation Proposed Privatisation of Japfa Ltd. by way of a Scheme of Arrangement 24 January 2025
Slide 2: Legal Disclaimer
Legal Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SE
Slide 3: Table of Contents
Table of Contents 1 Transaction Overview 4 2 Transaction Rationale 7 3 Approvals Required 12 4 Next Steps 14 3
Slide 4: 1. Transaction Overview
Strictly private and confidential 1. Transaction Overview
Slide 5: Transaction Overview
Transaction Overview • TAC 1 Pte. Ltd. (which is 50% owned by Renaldo Santosa and 50% owned by Gabriella Santosa) Joint Offerors • TAC 2 Pte. Ltd. (which is wholly-owned by Rachel Anastasia Kolonas) (collectively, the "Joint Offerors") Scheme S$0.620 in cash per Scheme Share (the "Scheme Considerati
Slide 6: Transaction Structure
Transaction Structure The Joint Offerors are proposing to privatise the Company through the Acquisition of all the Shares (other than the Shares already held by the Excluded Shareholders) by way of a Scheme of Arrangement Before the Acquisition Excluded Shareholders Joint Offerors Rangi Morze Acquis
Slide 7: 2. Transaction Rationale
Strictly private and confidential 2. Transaction Rationale
Slide 8: Opportunity to realise investment in cash at a compelling price (1/2)
1 Opportunity for Scheme Shareholders to realise their entire investment in cash at a compelling price and favourable valuation without incurring brokerage costs (1/2) • The Scheme Consideration represents a premium (a) to the last traded price on 15 January 2025, being the Last Undisturbed Trading
Slide 9: Opportunity to realise investment in cash at a compelling price (2/2)
1 Opportunity for Scheme Shareholders to realise their entire investment in cash at a compelling price and favourable valuation without incurring brokerage costs (2/2) • The Scheme Consideration is higher than the historical traded prices(1) of the Shares over the last four (4) years. Share Price (S
Slide 10: Opportunity to exit given low trading liquidity of the Shares
2 Opportunity for Scheme Shareholders to exit their entire investment in the Shares, which may otherwise be difficult due to the low trading liquidity of the Shares • The trading liquidity of the Shares has been low. The average daily trading volume of the Shares over the last one (1)-month period,
Slide 11: Greater management flexibility to focus on longer-term business strategies
3 Greater management flexibility to focus on longer-term business strategies • The Joint Offerors believe that privatising the Company will provide the Joint Offerors and the Company’s management with greater flexibility to manage and grow the existing business of the Company. • This will allow the
Slide 12: 3. Approvals Required
Strictly private and confidential 3. Approvals Required
Slide 13: Approvals Required
Approvals Required The Scheme is conditional upon the satisfaction (or where applicable, the waiver) of the Scheme Conditions, including, inter alia: Scheme Approval of the Scheme by a majority in number of the Scheme Shareholders representing at least 75% Shareholders’ in value of the Scheme Shares
Slide 14: 4. Next Steps
Strictly private and confidential 4. Next Steps
Slide 15: Next Steps
Next Steps 24 JANUARY Despatch 2025 of Scheme Document and Second Court notice of hearing to Joint Scheme sanction the Delisting of Announcement Meeting Scheme Japfa Ltd. First Court Scheme Effective Date hearing to Meeting to of the convene the approve the Scheme Scheme Scheme Meeting Note: The abo
Slide 16: Investor Contacts
Investor Contacts JAPFA LTD. Investor Relations Telephone: +65 6735 0031 Email: investorcontact@japfa.com Financial Adviser to the Joint Offerors DBS BANK LTD. Telephone: +65 6878 1989 16