Golden Energy to delist from SGX via cash consideration

SINGAPORE - Golden Energy and Resources (Gear) on Wednesday (Nov 9) said it will be taking the company private through a cash consideration of 16 cents per share.

This represents a 76.1 per cent discount against the mainboard-listed group’s last traded price of 67 cents on Tuesday.

The decision was arrived at with support from the company’s major shareholder, Dian Swastatika Sentosa, which owns 77.49 per cent of the shares.

The offerer, Duchess Avenue, is a wholly owned subsidiary of Star Success, whose director is Sinar Mas’ Mr Indra Widjaja.

As at the time of the announcement, the offeror and its concert parties have shares representing more than 50 per cent of the total number of issued shares, which means the offer will not be conditional upon a minimum number of acceptances being received by the offeror. 

Separately, the group also proposed a distribution in specie of shares in Indonesian-listed Golden Energy Mines (Gems) on the basis of 1.3936 Gems shares for each issued and paid-up ordinary share of the company.

Gear shareholders can also opt to receive a cash consideration of about 7,664.80 rupiah (68.6 Singapore cents) per share.

Gear’s privatisation offer is conditional upon shareholders accepting both the distribution in specie and the exit proposal listed by the company. This means that if either the distribution resolution or the delisting resolution is not approved by shareholders at the extraordinary general meeting, none of these resolutions will be carried.

In the event that both proposed actions pass through, shareholders who do not accept the exit offer will not receive the exit offer price and shall continue to hold shares in the company after it delists from the Singapore Exchange (SGX).

The proposals come as Gear seeks to reduce its exposure to energy coal by shifting away from its existing energy coal business currently conducted by Gems through the proposed distribution.

“Such segregation will allow the group to reposition itself away from the energy coal industry which is currently facing environmental, social and governance pressures, allowing the group to expand on its financing options which would otherwise have been relatively limited if it were to be continuously exposed to the energy coal business,” said Gear in a bourse filing.

Post-segregation, the group’s portfolio would primarily comprise its metallurgical coal business in Australia, as well as other non-coal businesses in gold mining, forestry and renewable energy.

Shareholders who choose to undertake the proposed distribution fully in cash will receive 84.6 cents. This represents a premium of about 7 per cent, 25.7 per cent, 29 per cent and 42.4 per cent over the volume-weighted average price (VWAP) per share on the SGX for the one-month period, three-month period, six-month period and 12-month period respectively.

Meanwhile, shareholders who opt for the distribution in specie for Gems shares and a cash consideration for the group’s exit offer will receive an estimated value of $1.045. This represents a premium of about 32.1 per cent, 55.3 per cent, 59.3 per cent and 75.9 per cent over the VWAP for the one-month period, three-month period, six-month period and 12-month period respectively, up to and including Oct 7.

The offerer has appointed SAC Capital as its sole financial adviser for the exit offer.

THE BUSINESS TIMES