Healthway set to get $10m through bond deal with new terms

The Healthway Medical Corp Clinic at Blk 201D Tampines Street 21.
The Healthway Medical Corp Clinic at Blk 201D Tampines Street 21.ST PHOTO: LAU FOOK KONG

Unpaid doctors and drug suppliers of Healthway Medical Corp (HMC) could expect to see some cash coming their way soon.

Private equity firm Gateway Partners will make a $10 million loan to the derelict clinic operator by tomorrow under new deal terms that address change of control concerns previously flagged by the Singapore Exchange.

Under the new terms, Gateway can convert the $10 million convertible bond into shares amounting to 12 per cent of HMC's issued share capital, or 10.72 per cent of the enlarged share capital at any point over the next five years.

HMC gets net proceeds of $8.3 million after upfront fees. The bond is a zero coupon bond so it is redeemable at maturity at 100 per cent of the principal amount plus a redemption premium that gives Gateway an internal rate of return of 6 per cent.

Gateway gets the right to nominate just one non-executive director to the HMC board, instead of the more onerous control rights previously put forth.

HMC chairman Khoo Yee Hoe said in a statement that the Gateway loan "best suits the company's needs in the circumstances".

HMC shares fell 0.1 cent or 2.27 per cent to 4.3 cents after the deal was announced.

Last week, Indonesia's Lippo Group offered to lend $10 million to the clinic operator for 5 per cent interest at the end of 12 months, but HMC has chosen to go with Gateway instead.

Yet Lippo, which has built a 21.9 per cent stake in HMC, is not out of the game yet.

Gateway wants to issue another tranche of $60 million convertible bonds, which will require shareholders' approval, and which will take the loan tally to $70 million.

HMC plans to seek this approval at an extraordinary general meeting to be held by April 21, and intends to dispatch a shareholders' circular by April 6.

There is a chance that shareholders may reject the deal.

Under the terms of the Gateway deal, Gateway can convert its $60 million loan into 1.78 billion shares in five years, which works out to a price of 3.4 cents per conversion share.

This dilution would also put 39.15 per cent of HMC's enlarged share capital into the hands of Gateway, effectively triggering a mandatory general offer at 3.4 cents, below Lippo's current takeover offer of 4.2 cents a share.

A version of this article appeared in the print edition of The Straits Times on March 24, 2017, with the headline 'Healthway set to get $10m through bond deal with new terms'. Print Edition | Subscribe