SINGAPORE (THE BUSINESS TIMES) - Investment holding company Tramore Global is making a 3.38 cents-per-share offer for all the shares in Tee International it does not own as a consequence of a 36.8 per cent stake acquisition, Tee International said in a bourse filing on Tuesday evening (July 7).

Tramore Global on Tuesday acquired approximately 237.9 million shares and around 31.8 million warrants from Tee International controlling shareholder and former chief executive Phua Chian Kin for about $8 million.

The total sale shares represent an approximately 36.8 per cent stake in the mainboard-listed company, which is involved in the engineering, construction, and environmental, power and water infrastructure businesses.

In compliance with the Singapore Code on Takeovers and Mergers, Tramore Global is making a mandatory conditional cash offer for the remaining shares in Tee International. The offer price is final, it said.

The 3.38 cent offer price represents a 25.19 per cent premium over the three-month volume-weighted average price (VWAP) per share, but a 33.73 per cent discount to the 12-month VWAP per share.

Tramore Global said its offer presents Tee International shareholders with an opportunity to realise "up to their entire investment in the shares in cash, at a premium over the prevailing trading prices of the shares, without incurring brokerage and other trading costs".

Tramore Global said it intends to carry on Tee International's existing business, and maintain the latter's listing status following the completion of its offer.

It has no intention to introduce any major changes to the existing business of the company, redeploy the fixed assets of the group, or discontinue the employment of employees, it added.

Tramore Global, which was incorporated in the British Virgin Islands on Jan 22, 2020, did not own or control any shares in Tee International prior to its acquisition.

As at Tuesday, it had an issued and paid-up share capital of US$1,000 divided into 1,000 ordinary shares. Its sole shareholder is one Teo Yi-Dar. Its directors are Mr Teo and one Gary Ng Jit Meng.

Tramore Global is funded by Altair Asean Fund Limited Partnership, which is managed by Altair Capital General Partners (ACGP), a private equity fund manager which manages alternative investment funds. Both Mr Teo and Mr Ng are investment partners of ACGP.

Its offer is subject to the condition that Tramore Global receives enough valid acceptances that will result in it, and parties acting or deemed to be acting in concert with it, holding more than 50 per cent of the voting rights for Tee International's shares. These include voting rights attributable to new shares issued or to be issued pursuant to the valid exercise of any warrants prior to the close of the offer.

The offer will become unconditional when Tramore Global has received enough valid acceptances that will result in it, and parties acting or deemed to be acting in concert with it, holding more than 50 per cent of the maximum potential issued shares in Tee International. The maximum potential issued shares means the total number of shares that would be in issue had all the outstanding warrants been validly exercised or converted as at the date of such declaration.

Tee International's warrantholders are those other than Tramore Global holding the 57.2 million outstanding warrants issued by the company as at Feb 29. These warrants carry the right to subscribe for one new share at an exercise price of $0.189 for each new share.

Tramore Global intends to offer these warrantholders a cash amount of 0.01 cent per warrant if they agree not to exercise any warrants into new shares, and any of their rights as warrantholders.

This proposal is subject to Tramore Global's offer being declared unconditional, and the relevant warrants continuing to be exercisable into new shares.

Tee International's warrants represent approximately 8.12 per cent of the company's maximum potential issued share capital. The exercise period for the warrants commenced on April 30, 2018 and ends on Oct 30, 2020.

As of Tuesday, Mr Phua's wife Tay Kuek Lee executed an irrevocable undertaking to accept Tramore Global's offer in respect of the approximately 1.2 million shares held by her.

Madam Tay has also undertaken not to accept Tramore Global's warrants proposal, and let her approximately 1.2 million warrants lapse on expiry.

The Singapore Exchange (SGX) will suspend the trading of Tee International shares at the close of the offer if Tramore Global succeeds in garnering acceptances exceeding 90 per cent of the total number of issued shares in Tee International, such that the percentage of the total number of issued shares held in public hands falls below 10 per cent.

In such an event, Tramore Global "intends to undertake and/or support any action as may be necessary for any such trading suspension by the SGX-ST to be lifted", it said.

It added, however, that it "retains the flexibility to assess its options" should the public float in Tee International fall below 10 per cent.

Tee International called for a trading halt on Tuesday morning, which it lifted on Wednesday before the market opened.

The counter rose 10 per cent or 0.3 cent to trade at 3.3 cents as at 10.37am on Wednesday.