mr funny
28-08-10, 15:57
http://www.businesstimes.com.sg/sub/news/story/0,4574,401327-1282939140,00.html?
Published August 27, 2010
Developer with colourful past poised for a delisting
HK Land making exit offer to MCL shareholders at $2.45 apiece, a 25.6% premium to Tuesday's price
By KALPANA RASHIWALA
(SINGAPORE) An established property developer with a memorable corporate history is headed for an exit from the Singapore Exchange.
Hongkong Land is proposing to voluntarily delist its 77.4 per cent-owned subsidiary MCL Land from the bourse and is proposing to buy all the shares in MCL it does not own at $2.45 apiece. The price represents a 25.6 per cent premium to the $1.95 at which MCL was last traded on Tuesday.
MCL's first-half 2010 results released last month reflected net asset value per share of US$1.80 (S$2.52) as at June 30 this year.
On the Singapore Exchange, MCL's 52-week trading high was $2.26, on April 22 this year.
Hongkong Land says the delisting will give it greater operational flexibility in managing its residential property development activities in the region. 'Hongkong Land currently has no intention to propose any major changes to the businesses of the company; redeploy the fixed assets of the company; or discontinue the employment of the employees of the company and its subsidiaries,' according to a joint statement by the two companies yesterday.
The statement also cited MCL's small free float, low trading liquidity and the compliance costs of maintaining a listing as the rationale for the proposed delisting.
'The exit offer presents stockholders with an opportunity to realise their entire stockholding for cash at an attractive premium,' it added.
Another point is that MCL has not raised funds through the Singapore bourse for at least 10 years and is unlikely to require access to the capital markets to finance its operations in the foreseeable future.
Standard Chartered Bank and N M Rothschild & Sons (Singapore) will make the exit offer for and on behalf of HKL (MCL) Pte Ltd, an indirect wholly-owned subsidiary of Hongkong Land that currently holds the 77.4 per cent stake in MCL.
Malaysia's Employees Provident Fund Board - which owns about 4.7 per cent of MCL - has given an irrevocable undertaking to HKL (MCL) to vote in favour of the delisting proposal and accept the exit offer.
The delisting and exit offer will be conditional on approval by MCL shareholders of the delisting resolution at an extraordinary general meeting by a majority of at least 75 per cent of the total number of issued stock units held by stockholders present and voting. Another condition is that the delisting resolution must not be voted against by 10 per cent or more of the total number of stock units held by stockholders present and voting. All stockholders are entitled to vote on the delisting resolution.
The exit offer will not be conditional upon a minimum number of acceptances being received by HKL (MCL)
If HKL (MCL) receives acceptances for the exit offer for at least 90 per cent of the MCL shares it does not already own, it intends to exercise its right under the Companies Act to compulsorily acquire at the exit offer price all the remaining shares from shareholders who have not accepted the offer.
Full acceptance of the exit offer will result in a payment by Hongkong Land of about $205 million (US$151 million).
As at Aug 25, MCL had a market capitalisation of about $721 million (US$530 million).
MCL Land - formerly known as Malayan Credit Ltd - was set up in 1963 by Malaysia's Teo family. In June 1992, Cycle & Carriage (now Jardine Cycle & Carriage) teamed up with Ong Beng Seng's Hotel Properties Ltd (HPL) in a hostile takeover of the property company from the Teo family. HPL later sold its stake in Malayan Credit.
Arguably the most memorable transaction that Malayan Credit did was in late 1993, when it sold the plum Ardmore Park site to Marco Polo Developments (now Wheelock Properties Singapore) for $375 million; Marco Polo then proceeded to redevelop the freehold site into a plush condo, creaming a whopping $1 billion profit in the process.
In January 2006, MCL ceased to be a subsidiary of Jardine Cycle & Carriage following a restructuring of its parentage within the Jardine group and become a subsidiary of Hongkong Land.
MCL is an established residential property developer in Singapore. Its projects over the years include The Warren at Choa Chu Kang, Esta at Amber Gardens, Waterfall Gardens at Farrer Road, Hillcrest Villas at Dunearn Road and most recently The Estuary in Yishun, overlooking the Lower Seletar Reservoir. It launched the 608-unit condo in February this year and the project was fully sold by end-April.
For first-half 2010, MCL posted US$162.9 million in group net profit, a big jump from US$38.1 million in H1 2009. In addition to profit arising from the completion of Waterfall Gardens, the bottom line received a fillip from the reversal of a US$51 million writedown on The Estuary development following the project's sellout.
Published August 27, 2010
Developer with colourful past poised for a delisting
HK Land making exit offer to MCL shareholders at $2.45 apiece, a 25.6% premium to Tuesday's price
By KALPANA RASHIWALA
(SINGAPORE) An established property developer with a memorable corporate history is headed for an exit from the Singapore Exchange.
Hongkong Land is proposing to voluntarily delist its 77.4 per cent-owned subsidiary MCL Land from the bourse and is proposing to buy all the shares in MCL it does not own at $2.45 apiece. The price represents a 25.6 per cent premium to the $1.95 at which MCL was last traded on Tuesday.
MCL's first-half 2010 results released last month reflected net asset value per share of US$1.80 (S$2.52) as at June 30 this year.
On the Singapore Exchange, MCL's 52-week trading high was $2.26, on April 22 this year.
Hongkong Land says the delisting will give it greater operational flexibility in managing its residential property development activities in the region. 'Hongkong Land currently has no intention to propose any major changes to the businesses of the company; redeploy the fixed assets of the company; or discontinue the employment of the employees of the company and its subsidiaries,' according to a joint statement by the two companies yesterday.
The statement also cited MCL's small free float, low trading liquidity and the compliance costs of maintaining a listing as the rationale for the proposed delisting.
'The exit offer presents stockholders with an opportunity to realise their entire stockholding for cash at an attractive premium,' it added.
Another point is that MCL has not raised funds through the Singapore bourse for at least 10 years and is unlikely to require access to the capital markets to finance its operations in the foreseeable future.
Standard Chartered Bank and N M Rothschild & Sons (Singapore) will make the exit offer for and on behalf of HKL (MCL) Pte Ltd, an indirect wholly-owned subsidiary of Hongkong Land that currently holds the 77.4 per cent stake in MCL.
Malaysia's Employees Provident Fund Board - which owns about 4.7 per cent of MCL - has given an irrevocable undertaking to HKL (MCL) to vote in favour of the delisting proposal and accept the exit offer.
The delisting and exit offer will be conditional on approval by MCL shareholders of the delisting resolution at an extraordinary general meeting by a majority of at least 75 per cent of the total number of issued stock units held by stockholders present and voting. Another condition is that the delisting resolution must not be voted against by 10 per cent or more of the total number of stock units held by stockholders present and voting. All stockholders are entitled to vote on the delisting resolution.
The exit offer will not be conditional upon a minimum number of acceptances being received by HKL (MCL)
If HKL (MCL) receives acceptances for the exit offer for at least 90 per cent of the MCL shares it does not already own, it intends to exercise its right under the Companies Act to compulsorily acquire at the exit offer price all the remaining shares from shareholders who have not accepted the offer.
Full acceptance of the exit offer will result in a payment by Hongkong Land of about $205 million (US$151 million).
As at Aug 25, MCL had a market capitalisation of about $721 million (US$530 million).
MCL Land - formerly known as Malayan Credit Ltd - was set up in 1963 by Malaysia's Teo family. In June 1992, Cycle & Carriage (now Jardine Cycle & Carriage) teamed up with Ong Beng Seng's Hotel Properties Ltd (HPL) in a hostile takeover of the property company from the Teo family. HPL later sold its stake in Malayan Credit.
Arguably the most memorable transaction that Malayan Credit did was in late 1993, when it sold the plum Ardmore Park site to Marco Polo Developments (now Wheelock Properties Singapore) for $375 million; Marco Polo then proceeded to redevelop the freehold site into a plush condo, creaming a whopping $1 billion profit in the process.
In January 2006, MCL ceased to be a subsidiary of Jardine Cycle & Carriage following a restructuring of its parentage within the Jardine group and become a subsidiary of Hongkong Land.
MCL is an established residential property developer in Singapore. Its projects over the years include The Warren at Choa Chu Kang, Esta at Amber Gardens, Waterfall Gardens at Farrer Road, Hillcrest Villas at Dunearn Road and most recently The Estuary in Yishun, overlooking the Lower Seletar Reservoir. It launched the 608-unit condo in February this year and the project was fully sold by end-April.
For first-half 2010, MCL posted US$162.9 million in group net profit, a big jump from US$38.1 million in H1 2009. In addition to profit arising from the completion of Waterfall Gardens, the bottom line received a fillip from the reversal of a US$51 million writedown on The Estuary development following the project's sellout.