Catalist-listed theme park developer and operator Sim Leisure Group is seeking to raise $3.6 million through a proposed subscription of 17.7 million new ordinary shares in its capital at an issue price of 20.5 cents per share.
The new shares represent 12.0% of the existing share capital in the company and 10.7% of the enlarged share capital upon the completion of the proposed subscription.
The company, on Sept 1, entered into a subscription agreement with Tan Boon Seng and its associate Desamal Capital Sdn Bhd (formerly Tropika Kiara Sdn Bhd).
Tan is a non-independent non-executive director of the company. He is also its controlling shareholder.
Desamal is an investment holding company which owns and operates Malaysia’s largest Chinese restaurant chain, which includes Dragon-I, Canton-I, Ho Min San and the Japanese franchise Yayoi.
Under the agreement, Tan will subscribe for one million shares for a consideration of $205,000, while Desamal will subscribe to 16.7 million shares for a consideration of $3.4 million.
Tan also has deemed interest in the shares held by Desamal; the share capital of the latter is held by a trust for Tan’s family trust, where the named beneficiaries are himself and his two brothers, Tan Boon Yao and Tan Boon Wy.
Upon the completion of the proposed subscription, Tan will see his stake in the company raised to 26.95% from 18.18% previously. Desamal will raise its stake to 25.74% from 17.50%.
Tan will hold a total of two million shares in the company, while Desamal will then hold a total of 42.6 million shares.
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According to the filing, the proposed subscription was made to increase the resources available to Sim Leisure for its operational needs. It will further allow the company to strengthen its financial position and capital base. It will be undertaken by way of an exempt offering in Singapore.
The net proceeds from the proposed subscription will be used towards funding the potential growth and expansion or diversification and general working capital of Sim Leisure.
Sim Leisure will be convening an extraordinary general meeting (EGM) to seek the approval of its shareholders.
The subscription price represents a discount of 5.9% to the volume-weighted average price (VWAP) of 21.78 cents per share based on the trades made on Sept 1.
The subscription price was agreed upon between the company and the subscribers.
The proposed subscription will take place five business days once all the conditions have been satisfied. The agreement will lapse if any of the conditions are not met on or before Dec 1.
Shares in Sim Leisure closed 0.5 cent lower or 2.22% down at 22 cents on Sept 1.
Photo: Sim Leisure