TWO former senior employees of UOB Kay Hian Private Limited (UOBKH) were charged on Wednesday for allegedly lying to the Monetary Authority of Singapore (MAS) in relation to reports on a then Catalist aspirant. Lan Kang Ming, 38, and Wee Toon Lee, 34, each face three charges of providing MAS with false information in October 2018 in relation to due diligence reports on an unidentified company applying to list on the Catalist board of the Singapore Exchange. MAS said in a media statement on Wednesday that it was performing an onsite inspection of UOBKH between June and August 2018, to assess the latter's controls, policies and procedures in relation to its role as an issue manager for Initial Public Offering (IPOs). During the examination, Lan and Wee were said to have provided different versions of a due diligence report relating to background checks on a company applying to be listed on the Catalist board of the Singapore Exchange. UOBKH had acted as the issue manager
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This will be followed by other transactions to transform loss-making Catalist firm into a larger integrated real estate player
Lynette Khoo
15 March 2014
St. James Holdings has proposed a series of transactions that will transform the loss-making Catalist company into a larger integrated real estate player holding assets held by Perennial Real Estate Holdings (PREH) through reverse takeovers.
The first phase of the transaction is a proposed $1.56 billion acquisition of the unlisted assets of PREH and listed assets under PREH-sponsored business trust Perennial China Retail Trust (PCRT) via the issuance of new shares.
This will be followed by a transfer of St James’ existing hospitality and entertainment business to a newly incorporated company, and shares in the new company will be issued to shareholders on a pro rata basis. At the same time, St James will undertake a 50-to-one share consolidation.
Upon completion, St James will move on to the second phase of the transaction - that is a share swop for the remaining units of PCRT at 70 cents apiece in exchange for new shares. The offer price for PCRT is at a 27.3 per cent premium to its last traded price.
The resulting new entity will be renamed “Perennial Real Estate Holdings Limited (PREHL)” with a planned transfer from the Catalist to the mainboard.
According to St James’ offer document, the proposed acquisition of target assets at a 25 per cent discount to their book value will raise its consolidated NTA per share from 1.9 Singapore cents to 127.16 cents and earnings per share from a loss of 1.21 cents to a profit of 4.89 cents.
PREH president and vice-chairman Pua Seck Guan, slated to be the CEO of the new PREHL, pointed out that existing unit holders of PCRT will end up holding shares of a larger company with a property portfolio consisting of assets in China and Singapore.
The 14 Chinese assets include the iconic Beijing Tongzhou Integrated development and large-scale integrated developments adjacent and connected to high-speed rail stations in Xian and Chengdu. The Singapore portfolio will include Chijmes, Capitol Development and TripleOne Somerset.
As a business trust, PCRT was bound by trust deed to invest in only assets in China and in the retail segment. But the new PREHL will not have restrictions on geographies and asset classes. “This will allow us to tap the debt capital markets better,” Mr Pua said. The new PREHL will seek out more opportunities in China, Singapore and even Myanmar with a focus on mixed development projects.
“The strategy to invest in integrated development projects, where some parts can be held for yield and other parts sold for trading profit, is an ideal capital efficient model, and together with the progressive completion of construction of development projects, are expected to provide shareholders with net asset value growth potential,” Mr Pua said.
When asked about how PREHL will pit against the other big Singapore property players, Mr Pua told reporters that “the market is big enough for us” while the company has the advantage of being “nimble”.
He said that the new PREHL can leverage on the business network and experience of its major shareholders, Kuok Khoon Hong, who is also chairman and CEO of Wilmar International and Ron Sim, who is the founder and CEO of OSIM International. Mr Kuok is currently a major shareholder of PREH while Mr Sim is a significant investor in a number of assets managed by PREH.
Dennis Foo, CEO of St James, said yesterday that the proposed transactions “will enable St James to restructure and distribute its existing hospitality and entertainment business to the company’s shareholders”. Mr Foo will continue to manage the business as a separately incorporated company.
Controlling shareholders of St James - Dennon Entertainment, EK Capital and FJ Benjamin Concepts Pte Ltd - that together own 57 per cent have given an irrevocable undertaking to vote in favour of the relevant resolutions at the upcoming shareholders’ meeting.