2/28/23, 5:21 PM | Asset Acquisitions and Disposals::Announcement pursuant to Rule 706A of the SGX-ST Listing Manual |
ASSET ACQUISITIONS AND DISPOSALS::ANNOUNCEMENT PURSUANT TO RULE 706A OF THE SGX- ST LISTING MANUAL
Issuer & Securities
Issuer/ Manager
JARDINE CYCLE & CARRIAGE LIMITED
Securities
JARDINE CYCLE & CARRIAGE LTD - SG1B51001017 - C07
Stapled Security
No
Announcement Details
Announcement Title
Asset Acquisitions and Disposals
Date &Time of Broadcast
28-Feb-2023 17:18:42
Status
New
Announcement Sub Title
Announcement pursuant to Rule 706A of the SGX-ST Listing Manual
Announcement Reference
SG230228OTHR24A3
Submitted By (Co./ Ind. Name)
Jeffery Tan Eng Heong
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
Please see attached.
Attachments
Attachment_Rule 706A Announcement.pdf
Total size =100K MB
https://links.sgx.com/1.0.0/corporate-announcements/ONSY0ZAVAFZMTOGA/f69a330b2f49d0771395a2c781bd82d222e9bb4035fee72819b4c2b527… 1/1
Jardine Cycle & Carriage Limited
(Company No.196900092R)
239 Alexandra Road Singapore 159930
Tel (65) 6473 3122 Fax (65) 6475 7088 corporate.affairs@jcclgroup.com
Attachment to SGX Announcement dated 28th February 2023
ANNOUNCEMENT OF INCREASES IN SHAREHOLDING PERCENTAGES IN SUBSIDIARIES AND ASSOCIATED COMPANIES
Pursuant to Rule 706A of the Listing Manual of the Singapore Exchange Securities Trading Limited, Jardine Cycle & Carriage Limited ("JC&C") wishes to announce the following increases in its shareholding percentages in its subsidiaries and associated companies during the period from 1st July 2022 to 31st December 2022 ("2H 2022"):
-
Acquisition of 2,792,886 shares in Refrigeration Electrical Engineering Corporation ("REE")
In 2H 2022, JC&C's wholly-owned subsidiary, Platinum Victory Pte. Ltd. ("PVPL"), acquired 2,792,886 shares in REE over a series of transactions, for an aggregate cash consideration of approximately USD10.1 million. As a result of the acquisitions, PVPL's shareholding in REE has increased from 32.85% to 33.64% as at 31st December 2022.
The acquisitions were funded by internal resources, and the respective consideration were arrived at on a willing-buyer,willing-seller basis having regard to the prevailing market price of a REE share. Details of the acquisitions are as follows:
Date | Number of REE | Consideration paid | Closing market |
shares acquired | for REE shares | price of a REE | |
(rounded to the | share on the Ho Chi | ||
nearest hundred | Minh Stock | ||
thousand) | Exchange as at | ||
date of acquisition | |||
18th July 2022 | 334,160 | USD1.2 million | VND79,200 |
19th July 2022 | 800,000 | USD2.9 million | VND81,200 |
18th August 2022 | 318,500 | USD1.2 million | VND82,900 |
22nd August 2022 | 62,800 | USD0.2 million | VND83,200 |
24th August 2022 | 65,400 | USD0.2 million | VND85,000 |
15th September 2022 | 430,000 | USD1.5 million | VND86,000 |
16th September 2022 | 591,000 | USD2.2 million | VND84,100 |
21st September 2022 | 106,300 | USD0.4 million | VND83,800 |
6th October 2022 | 40,000 | USD0.1 million | VND74,100 |
10th October 2022 | 44,726 | USD0.2 million | VND76,100 |
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- Acquisition of 6,972,676 shares in Cycle & Carriage Bintang Berhad ("CCB")
- Acquisitions During the Unconditional Voluntary Take-Over Offer
JC&C acquired via market purchases and valid acceptances under its unconditional voluntary take-over offer for shares in CCB (the "Offer"), 4,816,100 shares in CCB for an aggregate cash consideration of approximately USD2.9 million. The acquisitions took place during the period from 14th July 2022 to 25th August 2022 (being the offer period for the Offer). As a result of the acquisitions, JC&C's shareholding in CCB increased from 89.99% to 94.77%.
The offer price per CCB share under the Offer was RM2.70 (the "Offer Price"), and was arrived at having regard to, amongst others, CCB's prevailing market price and market precedents of premiums typically offered for voluntary take-over offers of a similar nature. As at 13th July 2022 (being the date immediately before the announcement of the Offer), the closing market price of a CCB share was RM2.60.
The acquisitions were funded by internal resources and external borrowings.
JC&C's announcements on SGXNet in relation to the launch and completion of the Offer were made on 14th July 2022 and 25th August 2022.
- Market Purchases After the Unconditional Voluntary Take-Over Offer
The trading of CCB's shares on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") was suspended effective from 5th September 2022 (the "Suspension Date") in accordance with Bursa Securities' Listing Requirements. The entire issued share capital of CCB was delisted from the Official List of Bursa Securities on 19th September 2022.
After the close of the Offer up to the Suspension Date, JC&C acquired via market purchases 740,900 shares in CCB for an aggregate cash consideration of approximately USD0.4 million. As a result of the acquisitions, JC&C's shareholding in CCB increased from 94.77% to 95.51% as at the Suspension Date.
The acquisitions were funded by internal resources, and the respective consideration were arrived at on a willing-buyer,willing-seller basis having regard to the prevailing market price of a CCB share and the Offer Price.
Details of the acquisitions are as follows:
Date | Number of CCB | Consideration paid | Closing market |
shares acquired | for CCB shares | price of a CCB | |
(rounded to the | share on Bursa | ||
nearest thousand) | Securities Malaysia | ||
Berhad as at date | |||
of acquisition | |||
26th August 2022 | 85,800 | USD52,000 | MYR2.69 |
29th August 2022 | 50,200 | USD30,000 | MYR2.70 |
30th August 2022 | 127,200 | USD77,000 | MYR2.70 |
1st September 2022 | 204,200 | USD123,000 | MYR2.70 |
2nd September 2022 | 273,500 | USD165,000 | MYR2.70 |
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-
Acquisitions Pursuant to Subsection 223(2) of the Malaysian Capital Markets and
Services Act 2007 ("CMSA")
Under subsection 223(2) of the CMSA, for a period of not less than three months from the closing date of the Offer, CCB shareholders have the right to serve a notice (the "Section 223 Notice") on JC&C to require JC&C to acquire their CCB shares on the same terms as the Offer.
JC&C acquired via valid Section 223 Notices served on it 1,404,676 shares in CCB for an aggregate cash consideration of approximately USD0.8 million. The acquisitions took place during the period from 6th September 2022 to 6th December 2022. As a result of the acquisitions, JC&C's shareholding in CCB increased from 95.51% to 96.90%.
The acquisitions were funded by internal resources and the consideration was the Offer Price.
- Direct Purchases from CCB Shareholders
During the period from 7th December 2022 until 31st December 2022, JC&C acquired via direct purchases from CCB shareholders 11,000 shares in CCB for an aggregate cash consideration of approximately USD7,000. As a result of the acquisitions, JC&C's shareholding in CCB increased from 96.90% to 96.92% as at 31st December 2022.
The acquisitions were funded by internal resources, and the respective consideration were arrived at on a willing-buyer,willing-seller basis having regard to the Offer Price. As at 31st December 2021 (being the date of CCB's latest audited financial statements), the net asset value per share of CCB was MYR2.39.
Details of the acquisitions are as follows:
Date | Number of CCB shares | Consideration paid for CCB |
acquired | shares (rounded to the nearest | |
thousand) | ||
16th December 2022 | 2,000 | USD1,000 |
27th December 2022 | 9,000 | USD6,000 |
The above-mentioned transactions do not have a material impact on the JC&C Group's net tangible assets nor earnings per share for the financial year ended 31st December 2022.
None of the Directors or controlling shareholders of JC&C has any interest, direct or indirect, in the above-mentioned transactions (save through their shareholding interests, if any, in JC&C or directorship in REE).
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