Sky One in bid for Energy Prima
Friday, September 28 2012 - 12:42 PM WIB
SGX-ST-listed Sky One Holdings Limited, a Hong Kong-based total logistics provider, recently announced it has entered into a conditional sale and purchase agreement to acquire the entire issued and paid-up share capital of Energy Prima Pte Ltd for a purchase consideration of S$400 million.
?The purchase consideration of S$400.0 million was based on arm?s length negotiations and was decided on a willing-buyer and willing-seller basis, with reference to internal estimates of the net present value of the future cash flows of Energy Prima Pte Ltd and the currently explored areas of its mining concession area.
The purchase consideration is to be fully satisfied by the allotment and issuance of 1.6 billion new ordinary shares in the capital of Sky One to the Vendors of Energy Prima Pte Ltd at S$0.25 each, up to a maximum of 600 million new shares in the capital of the Company may be issued when certain performance targets are achieved by Energy Prima?s subsidiary PT Rinjani Kartanegara.
Such acquisition will result in a reverse takeover of Sky One and is therefore subject to the company?s shareholders? approval.
Completion of the acquisition is subject to the fulfillment of certain conditions, including satisfactory due diligence review by Sky One, whitewash waiver being obtained from the Securities Industry Council, compliance with SGX Catalist Rules, receipt of necessary regulatory consents or approvals from the SGX-ST, relevant 2 authorities, the company?s sponsor, and the approval of the company?s shareholders at the EGM.
A Singapore incorporated investment holding company, Energy Prima Pte Ltd owns 80 percent of PT Pilar Mas Utama Perkasa (PMUP) issued share capital, as well as 99.8 percent of PT Rinjani Kartanegara, both Indonesian coal miners with a combined concession area of up to 1,933 hectares in East Kalimantan, of which only 283.49 hectares have been explored so far.
According to Sky One's statement submitted to the SGX, one of the reasons why it considers coal mining business is that its existing businesses have experienced declining profitability in recent years, and it expects continued weak demand from its key markets in Hong Kong and the PRC.
The group is principally engaged in the provision of integrated logistics services, delivery of goods from the airport terminal, seaports or distribution centers to customers chosen place and vice versa. Its services include the provision of door-to-door, door-to- port and port-to-port transportation of air and sea cargo, freight and express courier services. Ancillary services include bulk breaking, sorting, labeling and packaging of goods, pick-up and delivery of letter and parcel-sized items, goods and bulk goods from Hong Kong to mainland China and customs tax clearance.
Other related services include transportation management, airport cargo terminal handling, customized logistics services and other value-added services.
Through Sky One?s existing subsidiary, PT Energy Indonesia Resources, Sky One is also strategically placed to bring the coal to market with its access to nearby storage and delivery facilities in East Kalimantan, approximately 31 km from both miners? concession area, creating synergistic value in terms of logistics and sale of the coal.
?This very substantial acquisition is an excellent opportunity for Sky One to enter the fast growing coal mining industry and will re-energise the Company and enhance its shareholder value, given the potential profitability of the newly acquired business,? Chief Executive Officer of Sky One Dicky Suen stated.
In connection with the proposed acquisition, Sky One has also entered into a conditional sale and purchase agreement with its Chief Executive Officer and controlling shareholder Dicky Suen Yiu Chung, for the proposed disposal of all of Sky One?s existing businesses, excluding PT Energy Indonesia Resources and any shares in it held by Sky One Network (Holding) Ltd, by way of the sale to Suen of all the shares in the issued and paid-up share capital of Sky One Network (Holding) Ltd for a total purchase consideration of around S$6.9 million.
The disposal consideration, which will be satisfied in cash, was arrived at on a willing-buyer and willing-seller basis and represents a 10 percent discount to the consolidated net asset value of the disposal subsidiaries based on the group?s audited consolidated accounts on 31 March 2012. This proposed disposal is conditional upon completion of the proposed acquisition, subject to the approval of the company?s shareholders.
Editing by Er Audy Zandri