Quetzal Capital has announced a voluntary conditional cash offer for all of the issued and outstanding ordinary shares of Singapore’s offshore support vessel operator PACC Offshore Services Holdings (POSH).
Quetzal Capital is the bid vehicle formed by certain members of the Kuok group of companies, namely Kuok (Singapore) Limited (KSL), Trendfield Inc., a wholly-owned subsidiary of Kuok Brothers Sdn Bhd and Merry Voyage Limited, a wholly-owned subsidiary of Kerry Holdings Limited. The Kuok Group is a conglomerate with diversified investments in commodities, hospitality, logistics, real estate and shipping businesses, among others.
Quetzal said on Monday that the offer price is S$0.215 in cash per offer share, which represents a premium of approximately 97.2% over the last traded price on the last full market day immediately prior to the date of announcement of the offer, being October 30, 2019.
The offer price also represents a premium of approximately 109.8%, 96.2%, 69.6% and 35.3% over the one-month, three-month, six-month and twelve-month volume-weighted average prices respectively.
The offer price is final and the offeror does not intend to revise the offer price.
According to Quetzal, the offer presents shareholders with a unique cash exit opportunity to realise their entire investment in POSH at an attractive premium over prevailing trading prices without incurring brokerage and other trading costs. This may otherwise be difficult due to the low trading liquidity of the shares.
The offeror is making this offer in view of the continuing challenges in the global offshore oil and gas sector, as it believes that privatising POSH will provide it with more flexibility to manage POSH’s operational and funding requirements, and also optimize the use of POSH’s resources, Quetzal explained.
The offer will be conditional on the offeror having received, by the close of the offer, valid acceptances (which have not been withdrawn) in respect of such number of shares which will result in the offeror holding not less than 90% of the total number of shares in issue (excluding any treasury shares) as at the close of the offer (including any shares which may be unconditionally issued or delivered pursuant to the valid vesting and release of the outstanding POSH awards and/or the valid exercise of the outstanding POSH options prior to the close of the offer).
The offeror reserves the right to waive the acceptance condition or reduce such condition to a level below 90% (but in any event above 50%) of the total number of shares, subject to the consent of the Securities Industry Council of Singapore. The offeror has secured irrevocable undertakings in respect of approximately 75.03% of shares in issue, from KSL and KSL’s wholly-owned subsidiary, Camsward.
POSH said that the board would, in due course, appoint an independent financial adviser in connection with the offer. In the meantime, shareholders were advised to exercise caution when dealing with their shares and to refrain from taking any action in respect of their shares which may be prejudicial to their interests.
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