Consortium formed by Penguin International's executive chairman and managing director offers 65 cents per share in conditional privatisation offer

Emet Grace has made a voluntary cash conditional offer of 65 cents per share for all the shares in the capital of Penguin International on Jan 21.

Penguin International is a Singaporean-listed company that designs, builds, owns and operates aluminium high-speed craft through its wholly-owned and integrated subsidiaries.

The offer price represents a premium of 30% over the last transacted price of 50 cents per share on Dec 18, 2020, being the last market day on which the shares were transacted prior to the holding announcement date.

The 65 cents is also a premium of 35.7%, 42.5%, 44.4% and 17.5% over the volume weighted average price (VWAP) for the one-, three-, six- and 12-month periods, respectively.

Emet Grace is an investment holding company incorporated in the Cayman Islands on Nov 3, 2020. As at Jan 21, it has an issued share capital of $1,000 comprising 10,000 shares, currently held by Fairy L.P., JHYP and JTTC.

The board of directors in Emet Grace comprise Jeffrey Hing Yih Peir, the executive chairman of Penguin; James Tham Tuck Choong, the managing director of Penguin; and Tan Keng Soon Keith, the founding partner of Dymon Asia Capital.

The company is a consortium formed by sponsor Fairy L.P., a special purpose vehicle (SPV), Hing and Tham to undertake the offer.

Fairy L.P., acting by its general partner, Fairy Limited, is wholly-owned by Dymon Asia Private Equity (S.E. Asia) II, which is, in turn, managed by Dymon Asia Private (Singapore), a Singapore-based fund manager.

As at Jan 21, Hing and Tham are interested in 47,459,515 or 21.56% shares in Penguin International.

Hing has a deemed interest in 46,792,849 or 21.25% shares. These comprise a deemed interest in 19.74% of shares held on his behalf by Phillip Securities, and a 1.51% stake held by Citibank Nominees Singapore on behalf of his spouse, Wong Bei Keen.

Hing and Wong have, on Jan 21, entered into a deed of undertaking in favour of Emet Grace, where Wong will transfer her shares for a nominal sum of $1 in total to Hing.

Tham has a direct interest in 666,666 or 0.3% shares.

According to the offer announcement, Hing and Tham’s irrevocable undertaking will lapse if the offer is withdrawn or lapses, or fails to become unconditional.

The offer will be declared unconditional once Emet Grace carries more than 50% of the voting rights attributable to the issued share capital of the company as at the close of the offer.

Should Emet Grace acquire 90% or more of the total number of shares in Penguin, shareholders who have not accepted the offer have the right to require Emet Grace to acquire their shares at the offer price.

In the announcement posted via SGX, Penguin cited the low trading volume of its shares, as the reason behind the offer.

It adds that privatising the company will give Emet Grace and the management of Penguin International more flexibility to manage its business, as well as optimise the use of its management and capital resources and facilitate the implementation of any operational change.

“In the event that the company is delisted from the SGX-ST, the company will be able to save on expenses relating to the maintenance of a listed status and focus its resources on its business operations,” it adds.

Following the completion of the offer, Penguin International will be delisted. It will also become a wholly-owned subsidiary of Emet Grace.

As at 1.36pm, shares in Penguin are trading flat at 63 cents.