Jaya Holdings Limited, the listed cash company on the Singapore Exchange (SGX), said it plans to acquire the entire equity interest in Indonesia’s Izzisen Global Pte Ltd from Hery Hermawan Herijanto and his family.
Located on Sulawesi Island in Indonesia, Izzisen Global has run 24 Indonesian plantation companies, which hold concessions to parcels of agricultural permits and two timber management firms, giving the services related to timber and plantation concessions development. Currently, it has occupied a permit area of approximately 263,000 hectares. It collectively holds the concessions to 24 parcels of agricultural permits in Indonesia to be cultivated into crude palm oil plantations.
According to its filing the SGX, it will own the assets through a 100-per-cent equity interest in Izzisen Global, following an undertaken restructuring.
“The proposed acquisition will provide an opportunity for Jaya to venture into a new business area that has potential for growth. It will enhance the long-term interests for the company and shareholders,” Jaya’s board said in its filing.
Jaya Holdings that was formerly a vessel charterer has been a cash company since June last year, when it sold its core assets to Mermaid Marine Australia for S$625 million. The company recently said that it was planning to move from the Mainboard of SGX to the Catalist Board.
If the deal happens, it will result in a reverse takeover of Izzisen Global.
The value of Izzisen’s assets will be subject to independent valuations and they will not be less than S$315 million. However, this acquisition will be considered by basing on an enterprise value of its assets between S$150.5 million and S$173.8 million.
The consideration will be satisfied by the issue and allotment of Jaya’s new ordinary shares at S$0.026 apiece or some other price to be mutually agreed between the parties.
Jaya will undertake a consolidation of its issued shares such that each consolidated consideration share will be priced at least S$0.20 per share.
Jaya will procure a written undertaking from the controlling shareholders of the company, namely Cathay Asset Management Co and Linden Capital LP, who own approximately 20.63 per cent and 19.05 per cent respectively of its outstanding issued and paid-up share capital, to vote in favour of the Proposed Acquisition and not to dispose of their shareholdings in the company until the conclusion of the extraordinary general meeting in respect of the proposed acquisition.
The filing cited that the parties would enter into a definitive sale and purchase agreement within 60 days from the date of signing of the term sheet.