by ANIS HAZIM / graphic by MZUKRI MOHAMAD
SYF Resources Bhd is disposing its entire equity interest in its wholly-owned subsidiary, Seng Yip Furniture Sdn Bhd, for RM50 million cash to Meico Chipboard Bhd and two freehold lands in Selangor worth RM21.2 million.
In a filing to Bursa Malaysia yesterday, SYF Resources agreed to acquire 100 million ordinary shares and 60 million redeemable convertible preference shares in M&A Securities Sdn Bhd from Insas Bhd for RM222 million.
“The purchase will be fully satisfied through the issuance of 1.59 billion new SYF Resources shares at an issue price of 14 sen per share,” it added.
It also proposed to change the name of “SYF Resources Bhd” to “M&A Capital Bhd”.
“Upon completion of the proposed acquisition, Insas and persons acting in concert (PAC) will collectively hold 75.92% equity interest in SYF Resources,” the exchange filing yesterday noted.
Insas and PAC have sought an exemption from having to undertake a mandatory general offer for the remaining SYF Resources shares, the filing added In the meantime, SYF Resources had also entered into two sale and purchase agreements with Juta Development Sdn Bhd for the disposal of two freehold lands in Selangor.
The disposal was made by SYF Resources’ wholly-owned subsidiary Nikmat Sekitar Sdn Bhd and Nuri Meriah Sdn Bhd for the two freehold lands located in Hulu Langat, Selangor, for RM10.6 million each.
SYF Resources also intends to undertake a special dividend of seven sen per SYF Resources shares and proposed capital repayment of 11 sen per share to the shareholders of SYF Resources on an entitlement date to be determined.
The company has also proposed a renounceable rights issue of new SYF Resources shares on the basis of one rights share at an issue price of 14 sen each for every two existing SYF Resources shares held.
In a move to shore up its finances to complete the SYF Resources’ deal, Mieco Chipboard has proposed to undertake a private placement of up to 168 million new share or up to 20% of its paid-up capital to third party investors at a price to be determined later.
Based on the indicative issue price of 44.7 sen per placement share, the proposed private placement is expected to raise gross proceeds of up to RM75.1 million, the company noted in its Bursa Malaysia filing yesterday.
The company stated that the proceeds from the exercise are mainly intended to finance its proposed acquisition, either in whole or in part, subject to the successful procurement of places and implementation of the placement.
Any excess proceeds would be allocated for its working capital.