C&G in S$400m reverse takeover of Param Mitra Coal; to undertake 100-to-1 share consolidation

SINGAPORE - Mainboard-listed C&G Environmental Protection Holdings has entered into a reverse takeover deal valued at S$400 million that will give Indonesia's Param Mitra Coal Resources (PMCR) a backdoor listing on the Singapore Exchange (SGX).

C&G will fully acquire PMCR's assets, which are focused on the coal mining, logistics and trading of thermal coal sourced from various coal mines in Indonesia, in exchange for S$400 million of new C&G shares at S$0.008182 per share based on C&G's current number of shares.

But C&G will first undertake a 100-to-1 share consolidation before issuing the consideration shares; post-consolidation, it will issue to PMCR about 488.88 million new shares at S$0.08182 apiece.

PMCR is in turn owned by the Param Mitra Group, which has coal mining operations in India, Australia, Indonesia and Myanmar.

PMCR's assets of Param Mitra Coal Resources One, Param Mitra Coal Resources Two, Dragon Power Investments and Unity Holdings Business Singapore have mining rights over concession areas covering an aggregate of 7,243 hectares, with estimated coal resources of 746 million tonnes and coal reserves of 544 million tonnes present in the concession area.

C&G said the proposed transaction would allow it to apply to the SGX for an extension of time and removal of its cash company status, and believes the proposed transaction will provide an opportunity for the company to remain listed. C&G had earlier sold its entire stake in C&G Environmental Protection (Thailand) Company and C&G Environmental Protection International, turning it into a cash company.

In order to meet SGX's minimum free float requirements C&G will carry out a fully underwritten placement of its shares within one month from the deal's completion. The placees for the post-completion placement may be institutional investors, retail investors or existing shareholders.

Meanwhile on a proforma basis, C&G's loss per share will be 7.361 Hong Kong cents after the proposed transaction, compared to 1.653 before, while its net tangible assets will rise to HK$103.85 million(S$17.71 million) after the transaction.