Rowsley Ltd ($0.136, up 0.025) entered into a binding Acquisi on Agreement with Mr. Peter Lim Eng Hock to acquire 100% of Sasteria Pte Ltd (“Sasteria”), the owner of Thomson Medical Pte Ltd (“Thomson Medical”) and the controlling shareholder of TMC Life Sciences Berhad (“TMCLS”). Under the agreement, Rowsley will acquire a 100% stake in Thomson Medical, Singapore’s largest private provider of healthcare services for women and children and a 70.36% stake in TMCLS, a Bursa Malaysia-listed healthcare company with a mul -disciplinary ter ary hospital and leading provider of in-vitro fer lisa on (“IVF”) services in Malaysia. Rowsley also intends to change its name to Thomson Medical Group Limited.
The Purchase Considera on of S$1.6 billion for Sasteria will be sa sfi ed through 21.3 billion new Rowsley shares at the issue price of S$0.075 per share. Rowsley will also acquire 597,319,140 TMCLS Warrants in cash, each at a price equal to the volume-weighted average price of TMCLS Warrants traded on Bursa Malaysia, for the one-month period immediately preceding the date falling four market days prior to the date of the Extraordinary General Mee ng (“EGM”) to be convened. The total considera on was arrived at on a willing-buyer willing-seller basis and taking into account amongst others the profi tability of Thomson Medical, TMCLS, their growth poten al and synergies with Rowsley’s Vantage Bay Healthcare City development. Both Thomson Medical and TMCLS have plans to capitalise on the increasing demand for healthcare services in the region. Thomson Medical will con nue to grow beyond its current core obstetrics and gynaecology services into an integrated country-wide healthcare network by expanding its current service off erings and opening more new specialist clinics.
In Malaysia, TMCLS has plans to make its ter ary hospital (“Tropicana Medical Centre”) at Kota Damansara one of the largest integrated healthcare campuses in the Klang Valley by tripling its current bed capacity. When the new expansion wing is completed and fully opera onal, the hospital will have a capacity of up to 600 beds, off ering comprehensive ter ary healthcare services. In addi on, TMCLS has plans to expand in Johor Bahru through the proposed Thomson Iskandar Medical Hub. Located in Vantage Bay Healthcare City in Johor Bahru just fi ve minutes’ drive from the Causeway, Thomson Iskandar Medical Hub will be an integrated development that comprises a 500-bed ter ary hospital, a 400-suite medical tower, and a complementary retail space. The ter ary hospital, Hospital Iskandariah, will be equipped with state-of-the-art facili es and equipment, and will have seven Centres of Excellence in cardiology, diabetes, fer lity, gastroenterology, oncology, orthopaedics and urology.
Exis ng Rowsley shareholders will be off ered two (2) Bonus Warrants for each exis ng share. Each Bonus Warrant has an exercise price of S$0.09. For every Bonus Warrant exercised, an addi onal warrant (“Piggyback Warrant”) can be exercised on the basis of one (1) Piggyback Warrant for every one (1) Bonus Warrant. Each Piggyback Warrant has an exercise price of S$0.12 per share. The Bonus Warrants and Piggyback Warrants are exercisable from the date of issue of the Bonus Warrants, up to the market day immediately preceding the fi rst and fourth anniversary of the issuance of the Bonus Warrants respec vely. If all the Bonus Warrants and Piggyback Warrants are exercised, Rowsley will receive approximately S$850 million and S$1,130 million of proceeds respec vely, which will be used to fund its future growth and working capital.
Among other condi ons, the transac on is subject to regulatory approvals, minority shareholder approvals, and the successful fulfi lment of the other condi ons set out in the Acquisi on Agreement. The EGM is expected to be held in the fi rst quarter of 2018. A shareholder’s circular containing further details of the transac on and enclosing the no ce of EGM will be dispatched to shareholders in due course. Rowsley has appointed Credit Suisse (Singapore) Limited as its fi nancial adviser in rela on to the Proposed Transac ons.
While promising, we note that the total acquisi on price of S$1.64bln against profi ts of S$32.8mln (Aug’17) suggests an acquisi on PE of 50x. This is not cheap compared to Raffl es Medical’s 27x and HMI’s 28x. The 50x PE is only cheaper than IHH healthcare’s 60x, but IHH healthcare is a global healthcare operator versus Thomson Medical Group’s Singapore and Malaysia exposure.
2750 2850 2950 3050 3150 3250 3350 3450 3550 12/16 01/17 02/17 03/17 04/17 05/17 06/17 07/17 08/17 09/17 10/17 11/17
52-week price chart
FINANCIAL MARKETS
FSSTI INDEX
Source: Bloomberg CLOSE (%)1D MTD(%) YTD(%) FSSTI 3414.8 -0.1 -0.5 18.5 Dow Jones 24792.2 0.6 2.1 25.5 S&P 500 2690.2 0.5 1.6 20.2 NASDAQ 6994.8 0.8 1.8 29.9 FTSE (UK) 7537.0 0.6 2.9 5.5 Nikkei 22901.8 1.5 0.8 19.8 Hang Seng 29050.4 0.7 -0.4 32.0 Shanghai Composite 3267.9 0.1 -1.5 5.3 VIX 9.5 1.2 -15.5 -32.1Daily Market Value (S$'m) 1011.2 Daily Market Volume (mln) 1523.4 52-week STI High 3469.4 52-week STI Low 2857.9
CLOSE (%)1D MTD(%) YTD(%)
3 Mth SGD SIBOR 1.2 0.0 1.1 25.1 3 Mth Swap Offer Rate 1.1 1.4 -1.8 8.7 SG 10 YR Bond Yield 2.0 1.7 -7.2 -20.0 US 10 YR Bond Yield 2.4 1.8 -0.6 -2.0
As at 8.00am SG time CLOSE (%)1D MTD(%) YTD(%)
Dow Jones 24646.0 0.4 1.5 26.0 S&P 500 2694.4 0.5 1.7 21.0 NASDAQ 6537.3 0.0 2.4 34.1 CLOSE (%)1D MTD(%) YTD(%) Gold 1261.5 -0.1 -1.1 9.5 Crude Oil 57.2 -0.2 -0.4 6.4 Baltic Dry 1619.0 -2.9 2.6 68.5 Crude Palm Oil 2528.0 -0.9 -4.0 0.0
COMMODITIES
US FUTURES
KEY INTEREST RATES
SG MARKET SUMMARY
MAJOR MARKET INDICES
IDEA OF THE DAY
US stocks surged 0.6-0.8% into record territory on the back of expecta ons that “Trump’s” tax bill will be passed soon.
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FSSTI STOCK SELECTION
1 HUTCHISON PORT-U 6.46
2 ASCENDAS REIT 5.93
3 SINGAPORE TELECOMS 5.74
4 STARHUB 5.61 5 COMFORTDELGRO 5.50
HIGHEST CONSENSUS FY17E DIV YIELD (%)
LOWEST CONSENSUS FY17 P/E (X)
1 HONGKONG LAND 0.50 2 HUTCHISON PORT-U 0.69 3 UOL GROUP 0.79 4 JARDINE STRATETIC 0.81 5 CAPITALAND 0.82 LOWEST TRAILING P/B (X)
LOWEST TRAILING EV/EBITDA (X) Ci c Envirotech ($0.735, up 0.5 cents) announced that it has been
awarded a RMB130mln (S$27mln) Engineering, Procurement and Construc on project in Xiangban City, Fujian Province, China. The project is awarded by Fujian Haixia Environmental Protec on Group Co. Ltd and involves the upgrading and expansion of Fujian Haixia’s exis ng 80,000 m3/day conven onal wastewater treatment plant into a 90,000 m3/day plant using the Group’s Membrane Bioreactor technology. The project will commence immediately and is expected to be completed by 30-Jun-18. The project has no material eff ect on the NTA per share or EPS of the Company for FY17.
Pacifi c Radiance ($0.102, down 1.7 cents) updated that the fi rst Informal Mee ng with the Noteholders to update the Noteholders on the Restructuring has been completed. This is with reference to the Series 001 4.30% Notes due 2018 issued under its S$1bln Mul currency Debt Issuance Programme. As discussions with other stakeholder groups are s ll ongoing, the Company will make further announcements of any signifi cant development in connec on to the Restructuring at the appropriate juncture.
ASTI Hldgs ($0.088, unchanged) announced that it has entered into a term sheet with Shanghai Pudong Science and Technology Investment Co., Ltd. (“PDSTI”), in rela on to PDSTI’s poten al acquisi on of the en re issued and paid-up share capital of several wholly-owned subsidiaries of ASTI (collec vely known as STI Group). STI Group designs, builds and markets semiconductor manufacturing equipment used in the produc on of Integrated Circuits, which are widely used in industries such as automo ve, communica ons, consumer electronics, data processing and aerospace. With a broad spectrum of quality products, STI Group has been profi table over the past few years.
PDSTI, established in 1999 in Shanghai, the People’s Republic of China, is an investment company currently focused on domes c and cross-border investments in integrated circuit, health care and other high-tech industries, with a current registered capital of RMB3bln. Its shareholders include Shanghai HTY Venture Investment Partnership (Limited Partnership), Shanghai Shangshi Asset Management Co., Ltd., and Shanghai Pudong Investment Holding Co., Ltd. ASTI and PDSTI will have exclusive nego a on for 60 days from the eff ec ve date of the term sheet.
The indica ve considera on for the transac on is S$100mln, subject to net debt and net working capital adjustments. In comparison, ASTI has a current market capitaliza on of approximately S$60mln as at 18-Dec-17.
OUE Lippo Healthcare ($0.123, down 0.2 cents) refers to the alleged claims made by Ms Lim Beng Choo that were informed to the Company on or around 26-Jan-17 and 07-Apr-17, and now wishes to update shareholders that the Company has yesterday been served with court documents by Ms Lim’s lawyers following Ms Lim’s commencement on 13-Dec-17 of court proceedings against the Company for the sum of S$60k, being the alleged amount due and owing to her for unpaid salaries. The Company is consul ng its legal advisors and will instruct them on the appropriate ac on to take on behalf of the Company.
Sen Yue ($0.032, up 0.1 cent) announced that it has been informed by Mr Kevin Norbert Scully, the Lead Independent Director, Audit Commi ee Chairman, and member of the Nomina ng and Remunera on Commi ees of the Company, that the Monetary Authority of Singapore has issued a prohibi on order against Mr Kevin Norbert Scully. Informa on leading to the Prohibi on Order can be found in the announcement released by MAS dated 30-May-17. Pursuant to the Prohibi on Order, Mr Kevin Norbert Scully is prohibited from providing any fi nancial advisory service for a period of three years commencing on 18-Dec-17, among other issues. Jumbo Group ($0.575, down 1.5 cents) announced that its
wholly-owned subsidiary, Jumbo Group of Restaurants Pte. Ltd. (the “Franchisor”), has entered into a franchise agreement with Ho Sing Food Co., Ltd, pursuant to which Ho Sing shall establish and operate JUMBO Seafood restaurants in Taiwan. Following the entry into this franchise agreement, the Group is also pleased to announce that the 1st JUMBO Seafood outlet in Taiwan opened on 16-Dec-17. This franchise agreement has an ini al term of 10 years and may
be renewed for a further 10 years subject to certain condi ons to be determined by the Franchisor. The Franchise Agreement also envisages that eight JUMBO Seafood outlets will be opened in Taiwan.
MindChamps ($0.77, up 1.5 cents) announced that Evergrande Group in Vietnam has signed a Master Franchise Agreement with MindChamps PreSchool Limited, with plans to open 20 PreSchool and Reading centres in Vietnam. MindChamps brings to Vietnam it’s unique 3-Minds approach to educa on, based on the trinity of the Learning Mind, the Crea ve Mind and the Champion Mind, according to management.
SHARE TRANSACTIONS
13 - 15 DECEMBER
SEPTEMBER
Company
Party
Buy
Sell
Transacted
Price* ($)
Market
Price ($)
New
Balance
Stake
(%)
ACQUISITIONSAvi-Tech Electronics Lim Eng Hong 101,500 - 0.459 - 59,874,975 35.01
BHG Retail Reit Beijing Hualian Group Invt Hldg 1,000,000 - 0.74 - 170,558,786 34.13
DBS Group Holdings Nihal Vijaya Devadas Kaviratne 6,750 - 25.20 - 31,300 0.00
Maxi-Cash Financial Servies Koh Wee Seng 500,000 - 0.163 - 738,697,087 81.12
UOB-Kay Hian Holdings Wee Ee Chao 1,400 - 1.36 - 209,681,674 26.45
DISPOSALS
AGV Group Catherine Chan - 187,000 0.15 - 15,140,500 12.01
* ND: Not Disclosed
SHARE BUYBACK
Company
No. of shares
Price
($)
CumulaƟ ve
Purchases
Of Maximum
(%)
Mun Siong Engineering 500,000 0.07 1,638,000 2.9
Company
ConsolidaƟ on RaƟ o
Ex-Date
Record Date
Changjiang Fer liser Consolida on 40 into 1 19 Dec 2017 21 Dec 2017
SHC Capital Asia Consolida on 7 into 1 20 Dec 2017 22 Dec 2017
Company
Amount
Last Day
Cum-Dividend
Ex-Dividend
First Day
Payable
Date
SingTel 6.8¢ interim / 3¢ special 15 Dec 18 Dec 10 Jan
Top Glove Corpora on Ringgit8.5sens fi nal 09 Jan 2018 10 Jan 2018 25 Jan 2018
Frasers & Neave 3¢ fi nal 30 Jan 2018 31 Jan 2018 14 Feb 2018
Frasers Cetnrepoint 6.2¢ fi nal 30 Jan 2018 31 Jan 2018 14 Feb 2018
Thai Beverage Public Co THB0.47 fi nal 07 Feb 2018 08 Feb 2018 28 Feb 2018
DIVIDENDS (LIST IS NOT EXHAUSTIVE)
DÃÙ 2017
Sun Mon Tue Wed Thu Fri Sat
1 US November ISM
Manufacturing
2
3 4 US October Factory Orders
5 Del Monte Pacifi c
6 EMAS Off shore
7 8 US November Change In
Nonfarm Payrolls
9
10 11 China November CPI
12 Singapore October Retail Sales
13 14 US December FOMC Rate
Decision
15 16
17 18 Singapore November Non-Oil
Domes c Exports China November Property
Prices
19 20 21 US 3Q GDP
22 23
24 25 26 Singapore November CPI
27 Second Chance Proper es
28 29 30
31
47 Companies
Minimum Trading Price Only
23 Companies
Minimum Trading Price &
Profi tability And Market Cap
15 Companies
Profi tability And Market
Cap Only
32 Companies
Granted Extension To Be Assessed For
Minimum Trading Price In September
8Telecom A-Sonic Aerospace Advance SCT Asia Enterprises
Ace Achieve A lan China Essence Ban Leong Technologies*
Asia Fashion BH Global China Hongcheng BBR
ASTI Blumont CNA Group Broadway
AusGroup Cacola Furniture Global Yellow Pages C&G Environmental
Beng Kuang Chinasing HL Global China Sky
Casa Holdings China Taisan Lafe Corp Dyna-Mac
Chasen Compact Metal Industries Lankom Electronics Ezra
China Dairy Dapai Interna onal Miyoshi Precision Falcon Energy*
China Gaoxian Fibre Fabric Dragon Group Next-Gen Satellite Fragrance
China Great Land Europtronic Novo Group Global Invacom
China Haida FJ Benjamin Pacifi c Healthcare Hafary
China Sports Full Apex PSL Holdings Innotek
Chiwayland Huan Hsin S i2i King Wan*
Cosmosteel Informa cs Texchem-Pack KrisEnergy*
Fabchem China Innopac Manha an Resources
Foreland Fabrictech Interra Resources Marco Polo Marine
Forise Interna onal Mirach Energy Mermaid Mari me
Global Yellow Pages MMP Resources Nam Cheong
Hoe Leong Nippecra OKH Global*
Hu An Cable Ossia Interna onal Parkson Retail Asia*
Ipco Interna onal Oceanus Ramba Energy*
ISR Capital Swee Hong RH Petrogas
Jackspeed Rickmers Mari me
Jadason Soup Restaurant
KS Energy Sunvic Chemical*
KTL Global Swissco Holdings*
Leader Environmental Tee Land
Lorenzo UPP
Luzhou Bio-Chem Vard Holdings*
M Development Ying Li
Mun Siong Yuuzoo
Nico Steel
Nutryfarm Interna onal Ouhua Energy
Pavillon * Issuers which have been granted
Plastoform Holdings an extension of me on 01 June 2016
Qian Hu
Regal Interna onal Seroja Investments Star Pharmaceu cal Suntar Eco-City The Stratech Group Travelite Holdings USP Holdings Vibropower Corp Ziwo
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1. LTS does have a proprietary position in Rowsley Ltd as recommended in this report as at the close of 18/12/17.
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