Memories Group seeks voluntary delisting; 4.7 cent cash offer made to shareholders

Felicia Tan
2-min read

Shareholders may also opt for new shares in the capital of the offeror in lieu of cash.

Memories (2022), an associate of Serge Pun @ Theim Wai, has proposed to seek the voluntary delisting of Memories Group from the Catalist board of the SGX-ST.

Under the delisting proposal, SAC Capital, on behalf of Memories (2022), will make an exit offer to its shareholders.

According to the bourse filing released after market close on Sept 12, Memories (2022) is offering the group’s shareholders a cash offer of 4.7 cents per share, or one new share in the capital of the offeror in lieu of cash.

It is not “currently contemplated” that the shares in the offeror will be listed on any securities exchange.

As at Sept 12, Yoma Strategic Investments (YSIL), a wholly-owned subsidiary of SGX-listed Yoma Strategic Holdings, which directly owns some 167.08 million shares in Memories Group, has given an irrevocable undertaking to Memories (2022). YSIL, whose stake amounts to 33.27% of Memories Group’s total share capital, has agreed to vote all of its shares in Memories in favour of the delisting resolution. The agreement to delist includes YSIL accepting the exit offer and receiving new shares in the offeror as consideration for its Memories shares.

Interested person transaction

Pun is a controlling shareholder of First Myanmar Investment Public Co., Ltd, the holding company of Memories (2022) as well as the executive chairman of Yoma Strategic Holdings. Accordingly, the disposal of Memories shares by YSIL would constitute as an interested person transaction (IPT).

Under the listing manual rules, in particular rule 909(4), the amount at risk to Yoma Strategic would be the higher of the market value or book value of YSIL’s shares in Memories.

Based on Yoma Strategic’s latest audited financial statements as at and for the period ended Sept 30, 2021, the book value of YSIL’s shares in Memories is approximately US$17.74 million ($24.8 million).

According to the last-traded share price of 9.3 cents in Memories as at Sept 9 before its trading halt on Sept 12, YSIL’s shares in Memories amount to some $15.87 million.

Based on the group’s financial statements for the period ended Sept 30, 2021, YSIL will make a net loss of US$1.59 million for its stake in Memories. Based on Yoma Strategic’s latest financial statements for the 1HFY2022 ended March 31, the net profit attributable to YSIL’s Memories shares was US$1 million.

There is no loss on disposal of YSIL shares. The investment in Memories also remains unchanged in Yoma Strategic’s books since there is no change to its effective interest in the former.

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