7/28/22, 6:02 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-Jul-2022 17:59:56
Status
New
Announcement Sub Title
Announcement pursuant to Rule 706A of the SGX-ST Listing Manual
Announcement Reference
SG220728OTHRUUCY
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_280722.pdf
Total size =101K MB
https://links.sgx.com/1.0.0/corporate-announcements/Y864Q54F3RGQ99TP/54a9c08bd60d63cc6a661722912b3cbb2e1d1bc9ba0adc509de81e3fc51… 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 28 July 2022
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 1 January 2022 to 30 June 2022 ("1H 2022"):
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Acquisition of 5,862,203 shares in Refrigeration Electrical Engineering Corporation
In 1H 2022, JC&C's wholly-owned subsidiary, Platinum Victory Pte. Ltd. ("PVPL"), acquired 5,862,203 shares in Refrigeration Electrical Engineering Corporation ("REE") through a series of transactions, for an aggregate cash consideration of approximately USD23.6 million. In June 2022, REE issued 14,958,349 bonus shares to PVPL in connection with a dividend in specie payment ("Bonus Issuance"). As a result of the acquisitions and the Bonus Issuance, PVPL's shareholding in REE has increased from 31.04% to 32.85% as at 30 June 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 | ||||
16 | March 2022 | 348,403 | USD1.2 million | VND71,200 |
12 | May 2022 | 3,100,000 | USD13.5 million | VND87,000 |
16 | May 2022 | 329,900 | USD1.3 million | VND75,400 |
25 | May 2022 | 529,100 | USD1.8 million | VND80,200 |
13 | June 2022 | 25,000 | USD0.1 million | VND86,500 |
21 | June 2022 | 930,400 | USD3.5 million | VND85,700 |
22 | June 2022 | 296,800 | USD1.1 million | VND79,800 |
23 | June 2022 | 302,600 | USD1.1 million | VND85,300 |
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-
Acquisition of 970,700 shares in Cycle & Carriage Bintang Berhad
In 1H 2022, JC&C acquired 970,700 shares in Cycle & Carriage Bintang Berhad ("CCB") through a series of transactions, for an aggregate cash consideration of approximately USD0.5 million. As a result of the acquisitions, JC&C's shareholding in CCB has increased from 89.03% to 89.99% as at 30 June 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 CCB share. 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 | ||||
18 March 2022 | 240,800 | USD125,000 | MYR2.31 | |
21 March 2022 | 55,700 | USD30,000 | MYR2.30 | |
22 March 2022 | 32,200 | USD18,000 | MYR2.48 | |
23 March 2022 | 41,200 | USD23,000 | MYR2.41 | |
25 March 2022 | 10,800 | USD6,000 | MYR2.42 | |
28 March 2022 | 41,400 | USD24,000 | MYR2.40 | |
29 March 2022 | 26,600 | USD15,000 | MYR2.43 | |
5 April 2022 | 1,500 | USD1,000 | MYR2.47 | |
13 April 2022 | 5,100 | USD3,000 | MYR2.41 | |
15 April 2022 | 800 | USD1,000 | MYR2.46 | |
28 April 2022 | 21,800 | USD12,000 | MYR2.43 | |
12 May 2022 | 9,600 | USD5,000 | MYR2.45 | |
13 May 2022 | 36,900 | USD20,000 | MYR2.42 | |
17 May 2022 | 51,200 | USD28,000 | MYR2.44 | |
18 May 2022 | 14,900 | USD8,000 | MYR2.40 | |
19 May 2022 | 2,100 | USD1,000 | MYR2.41 | |
7 June 2022 | 164,700 | USD93,000 | MYR2.51 | |
8 June 2022 | 140,000 | USD82,000 | MYR2.60 | |
10 June 2022 | 3,900 | USD2,000 | MYR2.74 | |
20 June 2022 | 69,500 | USD43,000 | MYR2.70 | |
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- Acquisition of 50,000 shares in Republic Auto Pte Ltd
On 30 June 2022, JC&C completed the acquisition of the remaining 50,000 shares (comprising 5% of the issued share capital) of Republic Auto Pte Ltd ("RA") from Car Pro (S) Pte Ltd (the "Seller") for a cash consideration of approximately US$3.7 million. This was pursuant to the terms of the sale and purchase agreement entered into between JC&C and the Seller on 30 June 2021, and announced by JC&C on 30 June 2021.
Prior to the completion, JC&C held 95% of the issued share capital of RA. Following the completion, RA became a wholly-owned subsidiary of JC&C.
The acquisition was funded by internal resources and/or external borrowings, and the consideration was arrived at following negotiations on a willing-buyer,willing-seller basis taking into account, amongst others, RA's historical earnings and growth potential. As at 31 December 2021 (being the date of RA's latest audited financial statements), the net asset value per share of RA was S$28.21.
The above-mentioned transactions are not expected to have a material impact on the JC&C Group's net tangible assets or earnings per share. Had the above-mentioned transactions taken place on 1 January 2021, they would not have had a material impact on the JC&C Group's earnings per share for the financial year ended 31 December 2021, and had the above-mentioned transactions taken place on 31 December 2021, they would not have had a material impact on the JC&C Group's net tangible assets per share for the financial year ended 31 December 2021.
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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