8S Capital Holdings Announces Voluntary Conditional Cash Offer for 800 Super Holdings
- Offer Price of
S$0.90per Share Presents Shareholders an Opportunity to Realise Their Investment in Cash at a Premium to Historical Prices
- Offeror Does Not Intend to Increase the Offer Price
- Offeror Has Received Irrevocable Undertakings Representing about 77.6% of the Company’s Share Capital
- Offeror Intends to Delist and Privatise the Company
- Global Investment Firm KKR to Provide Financing to Support the Privatisation of the Company by Its Founding Family
The Offeror intends to offer
A premium of 30.6% to
800 Super's1-month volume weighted average price ("VWAP") to 26 April 2019, the last full market day1 on which the Shares were transacted prior to the announcement of the Offer
A premium of 31.2% to
800 Super's3-month VWAP to 26 April 2019
A premium of 25.3% to
800 Super's6-month VWAP to 26 April 20192
The Offeror does not intend to increase the Offer Price.
The Offer will be conditional upon the Offeror having received not less
than 90% of the total number of issued Shares as at the close of the
Offer3. As at the date of this announcement,
If the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares, it intends to delist the Company.
Leading global investment firm KKR intends to fund the Offer by providing a hybrid combination of debt and structured equity financing to the Offeror, primarily from pools of capital including KKR’s Private Credit Opportunities II fund and proprietary investment vehicles.
“We are excited to work with the Lee family on a landmark credit deal
for KKR in Singapore,” added
An offer document setting out the terms and conditions of the Offer and enclosing the relevant form(s) of acceptance will be despatched to shareholders not earlier than 14 days and not later than 21 days from today.
KKR is a leading global investment firm that manages multiple
alternative asset classes, including private equity, energy,
infrastructure, real estate and credit, with strategic partners that
manage hedge funds. KKR aims to generate attractive investment returns
for its fund investors by following a patient and disciplined investment
approach, employing world-class people, and driving growth and value
creation with KKR portfolio companies. KKR invests its own capital
alongside the capital it manages for fund investors and provides
financing solutions and investment opportunities through its capital
markets business. References to KKR's investments may include the
activities of its sponsored funds. For additional information about
The directors of the Offeror (including those who may have delegated detailed supervision of this Media Release) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Media Release are fair and accurate and that there are no other material facts not contained in this Media Release, the omission of which would make any statement in this Media Release misleading.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company, the sole responsibility of the directors of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Media Release.
The directors of the Offeror jointly and severally accept responsibility accordingly.
All statements other than statements of historical facts included in this Media Release are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "aim", "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast", "target" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information.
Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor RHBSEC undertakes any obligation to update publicly or revise any forward-looking statements.
This media release should be read in conjunction with the full text
of the announcement in relation to the Offer dated
For the purposes of this media release, "market day" means a day on which the Singapore Exchange Securities Trading Limited (the “SGX-ST”) is open for the trading of securities
|2||The figures set out above are based on data extracted from Bloomberg as at the last full market day on which the Shares were transacted immediately prior to the announcement of the Offer|
|3||i.e. Having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which, together with the Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it either before or during the Offer and pursuant to the Offer or otherwise, will result in the Offeror and parties acting in concert with it holding such number of Shares carrying not less than 90% of the total voting rights attributable to the Shares as at the close of the Offer|
|4||After the successful close of the offer and completion of the compulsory acquisition process|
|5||Save for 100 ordinary shares held by KKR and prior to the conversion of the convertible preference shares which will be subscribed for by KKR and which will be equivalent to a minority stake in the Offeror on an as-converted and fully diluted basis|
For 8S Capital Holdings Pte. Ltd.:
RHB Securities Singapore Pte. Ltd.
+65 6533 3388
+852 3602 7335