Article Top Ad
Reading Time: 6 minutes
  • Offer Price of S$0.90 per Share Presents Shareholders an
    Opportunity to Realise Their Investment in Cash at a Premium to
    Historical Prices
  • Offeror Does Not Intend to Increase the Offer Price
  • Offeror Has Received Irrevocable Undertakings Representing about
    77.6% of the Company’s Share Capital
  • Offeror Intends to Delist and Privatise the Company
  • Global Investment Firm KKR to Provide Financing to Support the
    Privatisation of the Company by Its Founding Family

SINGAPORE–(BUSINESS WIRE)–8S Capital Holdings Pte. Ltd. (the “Offeror”) today announced its
intention to make a voluntary conditional cash offer (the “Offer”)
for all the issued and paid-up ordinary shares (the “Shares”) of
800 Super Holdings Limited (SGX: 5TG) (“800 Super” or the “Company”)
other than those Shares held by the Offeror as at the date of the Offer
(the “Offer Shares”).

The Offeror intends to offer S$0.90 in cash per Offer Share (the “Offer
Price
”). This represents:

  • A premium of 30.6% to 800 Super’s 1-month volume weighted average
    price (“VWAP“) to 26 April 2019, the last full market day1
    on which the Shares were transacted prior to the announcement of the
    Offer
  • A premium of 31.2% to 800 Super’s 3-month VWAP to 26 April 2019
  • A premium of 25.3% to 800 Super’s 6-month VWAP to 26 April 20192

The Offeror does not intend to increase the Offer Price.

Lee Koh Yong, a Director of the Offeror, commented, “The Offer
represents an opportunity for shareholders to realise their entire
investment in the Shares at a premium to historical trading prices. It
also provides shareholders with a means for a clean cash exit that would
otherwise not be available given the low trading liquidity of the
Shares. At the same time, privatising will enable 800 Super to save on
expenses relating to the maintenance of a listed status and allow the
Company to focus its resources on operational matters amidst the
competitive business landscape.” Lee Koh Yong is also the Executive
Chairman of 800 Super.

The Offer will be conditional upon the Offeror having received not less
than 90% of the total number of issued Shares as at the close of the
Offer3. As at the date of this announcement, Lee Koh Yong and
five of his siblings (collectively, the “Lee Family Members”), as
well as a vehicle wholly-owned by the Lee Family Members (“YSI”),
who together hold approximately 77.6% of the Shares, have provided
irrevocable undertakings to accept the Offer and roll all of their
Shares into the Offeror by subscribing for ordinary shares in the Offeror4
(the “Subscription”). Following the Subscription, the Lee Family
Members and YSI will own all of the ordinary shares of the Offeror5.

If the Offeror succeeds in garnering acceptances exceeding 90% of the
total number of issued Shares, it intends to delist the Company.

Leading global investment firm KKR intends to fund the Offer by
providing a hybrid combination of debt and structured equity financing
to the Offeror, primarily from pools of capital including KKR’s Private
Credit Opportunities II fund and proprietary investment vehicles.

Lee Cheng Chye, a Director of the Offeror, said, “Our family welcomes
the financing solution provided by KKR. The innovative structure of the
deal enables us to continue owning the Company and we look forward to go
on working with the Company’s existing management team and employees in
partnership with KKR.” Lee Cheng Chye is also an Executive Director and
the Chief Executive Officer of 800 Super.

Ashish Shastry, Member & CEO of KKR Southeast Asia, said, “KKR’s primary
goal in this region is to work with great entrepreneurs and the founding
families of homegrown businesses. We are very flexible on the type of
support we provide — in this case, the Lee family required a
credit-oriented solution, but we are also working with family groups by
making majority or minority equity investments. We are looking forward
to doing more with the Lee family and other great entrepreneurial
families in Singapore and across Southeast Asia.”

“We are excited to work with the Lee family on a landmark credit deal
for KKR in Singapore,” added Brian Dillard, Managing Director & Head of
KKR Asia Credit. “This is a prime example of how our team looks to work
with leading businesses to provide unique and flexible capital solutions
that meet the objectives of our business partners. We hope to continue
to leverage our alternative investment franchise and credit capabilities
to provide well-tailored financing solutions for other family and
business groups in the region.”

An offer document setting out the terms and conditions of the Offer and
enclosing the relevant form(s) of acceptance will be despatched to
shareholders not earlier than 14 days and not later than 21 days from
today.

RHB Securities Singapore Pte. Ltd. (“RHBSEC”) is the financial
adviser to the Offeror in connection with the Offer, while
WongPartnership LLP is the legal adviser to the Offeror in connection
with the Offer.

****

About 800 Super Holdings Limited

800 Super is an established environmental solutions provider for both
the public and private sectors in Singapore. The Company’s and its
subsidiaries’ environmental services include waste management and waste
treatment, cleaning and conservancy, horticultural services and
industrial laundry processing.

About KKR

KKR is a leading global investment firm that manages multiple
alternative asset classes, including private equity, energy,
infrastructure, real estate and credit, with strategic partners that
manage hedge funds. KKR aims to generate attractive investment returns
for its fund investors by following a patient and disciplined investment
approach, employing world-class people, and driving growth and value
creation with KKR portfolio companies. KKR invests its own capital
alongside the capital it manages for fund investors and provides
financing solutions and investment opportunities through its capital
markets business. References to KKR’s investments may include the
activities of its sponsored funds. For additional information about KKR
& Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and
on Twitter @KKR_Co.

Responsibility Statement

The directors of the Offeror (including those who may have delegated
detailed supervision of this Media Release) have taken all reasonable
care to ensure that the facts stated and opinions expressed in this
Media Release are fair and accurate and that there are no other material
facts not contained in this Media Release, the omission of which would
make any statement in this Media Release misleading.

Where any information has been extracted or reproduced from published
or otherwise publicly available sources or obtained from the Company,
the sole responsibility of the directors of the Offeror has been to
ensure, through reasonable enquiries, that such information is
accurately extracted from such sources or, as the case may be, reflected
or reproduced in this Media Release.

The directors of the Offeror jointly and severally accept
responsibility accordingly.

Forward-Looking Statements

All statements other than statements of historical facts included in
this Media Release are or may be forward-looking statements.
Forward-looking statements include but are not limited to those using
words such as “aim”, “seek”, “expect”, “anticipate”, “estimate”,
“believe”, “intend”, “project”, “plan”, “strategy”, “forecast”, “target”
and similar expressions or future or conditional verbs such as “will”,
“would”, “should”, “could”, “may” and “might”. These statements reflect
the Offeror’s current expectations, beliefs, hopes, intentions or
strategies regarding the future and assumptions in light of currently
available information.

Such forward-looking statements are not guarantees of future
performance or events and involve known and unknown risks and
uncertainties. Accordingly, actual results may differ materially from
those described in such forward-looking statements. Shareholders and
investors should not place undue reliance on such forward-looking
statements, and neither the Offeror nor RHBSEC undertakes any obligation
to update publicly or revise any forward-looking statements.

This media release should be read in conjunction with the full text
of the announcement in relation to the Offer dated 6 May 2019 (“Offer
Announcement”). A copy of the Offer Announcement is available on
www.sgx.com.

_________________________________

1  

For the purposes of this media release, “market day” means a day
on which the Singapore Exchange Securities Trading Limited (the “SGX-ST”)
is open for the trading of securities

2 The figures set out above are based on data extracted from Bloomberg
as at the last full market day on which the Shares were transacted
immediately prior to the announcement of the Offer
3 i.e. Having received, by the close of the Offer, valid acceptances
in respect of such number of Offer Shares which, together with the
Shares owned, controlled or agreed to be acquired by the Offeror and
parties acting in concert with it either before or during the Offer
and pursuant to the Offer or otherwise, will result in the Offeror
and parties acting in concert with it holding such number of Shares
carrying not less than 90% of the total voting rights attributable
to the Shares as at the close of the Offer
4 After the successful close of the offer and completion of the
compulsory acquisition process
5 Save for 100 ordinary shares held by KKR and prior to the conversion
of the convertible preference shares which will be subscribed for by
KKR and which will be equivalent to a minority stake in the Offeror
on an as-converted and fully diluted basis

Contacts

For 8S Capital Holdings Pte. Ltd.:
RHB Securities Singapore
Pte. Ltd.
+65 6533 3388

For KKR:
Anita DAVIS
[email protected]
+852
3602 7335

Terence FOO / Bob ONG / WOO Jia Min
[email protected]
/ [email protected]
/ [email protected]
+65
6532 0606