Delay in Asiatravel.com placement plan is cause for concern, says Sias

The Securities Investors Association Singapore (Sias) has raised concerns over online travel agency Asiatravel.com Holdings' much-delayed fund-raising exercise.

The agency in September last year revealed plans for a $93 million cash takeover offer by Shenzhen-listed property developer Zhonghong - its majority shareholder - at 30 cents a share.

Two months later, the firm announced a change. It said it had been granted a whitewash waiver by the Securities Industry Council (SIC) and would be placing out 500 million new shares at 20 cents apiece.

The waiver would mean Zhonghong would not need to make a general takeover offer, provided independent directors agreed.

So far, only $8.3 million has been raised from a partial placement of 41.5 million shares to Zhonghong in June, while the deal has been extended twice.

It has been "troubling" to note that Asiatravel.com's chief executive has since sold down his shares, while the firm undertook a series of daily share buybacks from Aug 26 to Sept 2, said Sias president David Gerald.

Asiatravel.com last month said SIC had granted a second whitewash waiver for the proposed share placement.

"It is of serious concern to minority shareholders that Zhonghong to date has not completed the proposed placement 10 months after council had granted the whitewash waiver in November 2015," Mr David Gerald, Sias president and chief executive, said in a letter to the SIC yesterday.

"We are unable to discern why the council granted a second whitewash waiver and a generous completion date of Dec 31, 2016, for Zhonghong to complete the same proposed placement approved... way back in November 2015."

He added that Asiatravel.com's board should explain why it delayed the announcement of the second whitewash waiver until Aug 10, when the SIC had informed the company of its decision to grant the waiver on July 26.

Mr Gerald noted there were no further updates on the status of the proposed placement since Asiatravel.com announced the second whitewash waiver on Aug 10.

He added that it has been "troubling" to note that Asiatravel.com's chief executive has since sold down his shares, while the firm undertook a series of daily share buybacks from Aug 26 to Sept 2.

"There is a startling dearth of timely information to the market on the delayed proposed placement while insiders are actively trading the company's securities."

Mr Gerald said Sias hopes the SIC will look into the affairs of Asiatravel.com and advise the market if there has been any breach of the Singapore Takeover Code and if so, what action it proposes to take.

Asiatravel.com shares closed 0.2 cent, or 1.3 per cent, lower at 15 cents yesterday.

Jacqueline Woo

A version of this article appeared in the print edition of The Straits Times on September 06, 2016, with the headline 'Delay in Asiatravel.com placement plan is cause for concern, says Sias'. Print Edition | Subscribe