Feb 03, 2015 Transfer of Stocks of LCD Global Investments LTD. Listed on Singapore Exchange
February 3, 2015
Company Name: JTRUST ASIA PTE.LTD.
Representative: Managing Director, CEO Nobuyoshi Fujisawa
Contact: Director Shigeyoshi Asano
Transfer of Stocks of LCD Global Investments LTD. Listed on Singapore Exchange
JTRUST ASIA PTE. LTD. (hereinafter, “JTA”) owns 29.5% stocks of LCD Global Investments LTD. (Republic of Singapore; Representative: Mr. Kelvin Lum; listed on Singapore Exchange Mainboard; Ticker LCD; hereinafter, “LCD”). At the Board of Directors’ meeting held today, JTA resolved to sell all LCD stocks by accepting a voluntary conditional cash offer (hereinafter, “the Offer”) by AF Global PTE. LTD. (hereinafter, “AF Global”).
1．Purpose of the stock transfer
JTA’s parent company, J Trust Co., Ltd. and its affiliated companies (hereinafter, “the Group”) has been exploring the business opportunities to expand its operations in Asia, where rapid economic growth is expected while the Group aims at maximizing the synergy by establishing a network of operations and has been building the business foundation to achieve this goal. As a part of this effort, the Group became the largest shareholder of LCD, a real estate developer in Singapore through the acquisition of 29.5% stocks of LCD by JTA. By this move, the Group has been planning to start a full-fledged real estate business in Southeast Asia and other countries and establish a strategic alliance with LCD by sending directors to LCD.
AF Global, part of a shareholder group which owns almost the same number of LCD stocks as JTA, made the Offer to gain control of LCD. Under such circumstances, the Group decided to accept the Offer based on the reasons as follows: 1. The instability of LCD management might affect not only LCD’s financial results but also various stakeholders such as other shareholders, 2. The offer conditions such as offer price are favorable, and 3. The effective use of management resources such as reallocation of consideration to resources for new M&A which will contribute to the Group’s business by establishment of a strategic alliance in Southeast Asia will lead to the increase in corporate value.
2．Overview of LCD
|(1) Trade name||LCD Global Investments LTD.|
|(2) Headquarters||Republic of Singapore|
|(3) Representative||Mr. Kelvin Lum|
|(4) Business||Hotel, real estate brokerage, real estate appraisal, consulting|
|(5) Capital||282.47 million Singapore dollars (as of end June 2014)
(approximately 24.53 billion yen, 1 Singapore dollar=86.85 yen)
|(6) Date of establishment||June 14, 1973|
|(7) Principal shareholder and shareholdings
(as of January 12, 2015)
|JTRUST ASIA PTE. LTD.||29.5％|
|Koh Wee Seng||14.4％|
|Tan Su Lan||5.0％|
|Leung Kai Fook Medical Co (Pte) Ltd||1.3％|
|(8) Relationship with J Trust||Capital relationship||JTRUST ASIA PTE. LTD. owns 29.5% of LCD stocks.|
|Personal relationship||Two employees of J Trust Group concurrently serve as directors of LCD.|
|(9)Financial result and position for the past three years *1||(million yen)|
|June 2012||June 2013||June 2014|
|Net assets *2||25,195||25,191||24,533|
|Net income *2||6,303||121||△1,248|
*1: 1 Singapore dollar = 86.85 yen
*2: Figures attributable to LCD are shown.
3．Overview of the Offer
AF Global PTE.LTD.
- Offer target
LCD Global Investments LTD.
- Offer period (planned)
From January 29, 2015 till February 26, 2015
Depending on the status regarding acceptances by shareholders, the above period is subject to change.
- Offer price
0.33 Singapore dollar per stock
Using exchange rate of 1 Singapore dollar = 86.85 yen, 28.66 yen per stock.
(The same exchange rate is used for following calculations)
- Transfer price
102,456,817.7 Singapore dollars (approximately 8.9 billion yen)
- Change in shareholdings of LCD stocks
Shareholdings before the Offer 29.5 % (310,475,205 stocks)
Shareholdings after the Offer -% (- stock)
We forecast to post approximately 1 billion yen of gain on sales of investment securities. Moreover, two directors of the Group concurrently serve as directors of LCD. If the conditions of the Offer are met, they will resign from their positions at LCD.
End of Document