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GIKEN SAKATA (S) LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 197903879W)
PROPOSED RESTRUCTURING OF GIKEN SAKATA (S) LIMITED BY WAY OF A SCHEME OF ARRANGEMENT
UNDER SECTION 210 OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE
1.
INTRODUCTION
1.1
The Board of Directors (the “Directors”) of Giken Sakata (S) Limited (the “Company”, and
together with its subsidiaries, the “Giken Group”) wishes to announce that the Company had on
10 November 2014 entered into an implementation agreement ("Implementation Agreement")
with GSS Energy Pte. Ltd. (to be renamed "GSS Energy Limited" on its conversion to public
company status) ("GSSEL", and together with its subsidiaries following the Proposed
Restructuring (as defined herein), the "GSSEL Group") in relation to the proposed restructuring of
the Company.
1.2
Pursuant to the terms of the Implementation Agreement, GSSEL will acquire all the existing
issued ordinary shares in the capital of the Company ("Giken Shares") held by shareholders of
the Company ("Shareholders") as at a time and date to be determined by the Company and
GSSEL for purposes of determining entitlements of Shareholders in respect of the Scheme (as
defined herein) ("Books Closure Date"), in consideration for the allotment and issuance of new
ordinary shares in the capital of GSSEL ("GSSEL Shares") on the basis of one (1) new GSSEL Share
for every one (1) Giken Share ("Proposed Restructuring"). The Proposed Restructuring shall be
effected by way of a scheme of arrangement ("Scheme") under Section 210 of the Companies
Act (Chapter 50 of Singapore) (“Companies Act”).
1.3
Upon completion of the Proposed Restructuring, the Company will become a wholly-owned
subsidiary of GSSEL and relinquish its status as a listed company on the Catalist Board ("Catalist")
of the Singapore Exchange Securities Trading Limited ("SGX-ST"). It is intended that following the
Proposed Restructuring, the GSSEL Shares will be listed and traded on the Catalist.
2.
INFORMATION ON THE COMPANY AND GSSEL
2.1
The Company is a public company limited by shares, whose shares are listed on the Catalist. As at
the date hereof, the issued share capital of the Company is S$73,458,119, comprising
472,618,657 Giken Shares.
2.2
The principal activities of the Giken Group are (a) the manufacturing of microshafts and plastic
injection moulding parts; (b) assembly of mechanisms and printed circuit board assembly used in
a range of electronic products; (c) sourcing and marketing of component parts for the electronics
industry; (d) the exploration, exploitation and production of oil and gas; and (e) provision of
services to the upstream oil and gas sector (the “Business”).
2.3
GSSEL was incorporated on 31 October 2014 as a private limited company in Singapore. GSSEL’s
principal business activity is that of investment holding. It is intended that GSSEL shall be
converted into a public company limited by shares prior to the holding of the Scheme Meeting
(as defined herein). As at the date hereof, the issued and paid-up share capital of GSSEL is S$1.00,
comprising one (1) ordinary share held by Roots Capital Asia Limited as the subscriber
shareholder ("Subscriber Shareholder"). As at the date of this announcement, the Subscriber
Shareholder is a Controlling Shareholder (as defined in the SGX-ST Listing Manual Section B:
Rules of Catalist (the "Catalist Rules")) of the Company, holding 76,275,000 Giken Shares,
representing approximately 16.14% of the issued and paid-up share capital of the Company.
Subject to the completion of the Proposed Restructuring, the number of issued GSSEL Shares will
be increased by the number of new GSSEL Shares issued pursuant to the Proposed Restructuring,
details of which are set out in paragraph 3 of this announcement.
2.4
Upon completion of the Proposed Restructuring, GSSEL’s principal business activity will be that of
investment holding. The Company will become a wholly-owned operating subsidiary of GSSEL
and continue to own and operate its existing businesses.
2.5
As at the date hereof, GSSEL has two (2) directors, being Ng Say Tiong and Yeung Kin Bond
Sydney, who are currently directors of the Company. It is contemplated that the other current
directors of the Company ("Directors"), namely Lee Kok Wah, Chin Siew Gim, Tan Kay Guan,
Sanford Chee and Kuek Eng Chye Anthony, will also be appointed to the board of directors of
GSSEL (the "GSSEL Board") on or prior to the date the Scheme becomes effective on its terms
("Effective Date").
3.
THE SCHEME
3.1
The Scheme will involve, amongst other things, the following:
(a)
the transfer of all Giken Shares held by the Shareholders as at the Books Closure Date to
GSSEL; and
(b)
in consideration of the transfer of the Giken Shares held by the Shareholders, GSSEL will
allot and issue to the Shareholders such number of new GSSEL Shares, credited as fully
paid, on the basis of one (1) new GSSEL Share for every one (1) Giken Share held by each
Shareholder as at the Books Closure Date.
3.2
Pursuant to the Scheme, the Giken Shares are to be transferred by the Shareholders to GSSEL (i)
fully paid; (ii) free from any mortgage, assignment of receivables, debenture, lien, hypothecation,
charge, pledge, title retention, right to acquire, security interest, option, preemptive or other
similar right, right of first refusal, restriction, third-party right or interest, any other
encumbrance, condition or security interest whatsoever or any other type of preferential
arrangement (including, without limitation, a title transfer or retention arrangement) having
similar effect ("Encumbrances"); and (iii) together with all rights, benefits and entitlements
attaching thereto as of the date of the Implementation Agreement, including the right to receive
and retain all dividends, rights and other distributions (if any) declared, paid or made by the
Company on or after the date of the Implementation Agreement.
3.3
The new GSSEL Shares shall be allotted and issued by GSSEL on the basis of one (1) new GSSEL
Share for every one (1) Giken Share held by each Shareholder as at the Books Closure Date and
shall be duly authorised, validly issued, credited as fully paid, free from any Encumbrances, and
shall rank pari passu in all respects with one another as well as with the one (1) existing issued
GSSEL Share.
3.4
As the Subscriber Shareholder is both the holder of the existing one (1) GSSEL Share and a
Shareholder, it has given an undertaking to the Company and GSSEL to waive its right to receive
one (1) new GSSEL Share out of the total number of new GSSEL Shares to be issued to the
Subscriber Shareholder pursuant to the Scheme ("Subscriber Shareholder Undertaking"). In this
regard, based on the 76,275,000 Giken Shares held by the Subscriber Shareholder as at the date
hereof, 76,274,999 new GSSEL Shares will be issued to the Subscriber Shareholder pursuant to
the Scheme.
3.5
The Scheme is subject to, inter alia, the approval of a majority in number of the Shareholders
holding not less than three-fourths in value of the Giken Shares present and voting (either in
person or by proxy) at a Shareholders’ meeting to be directed by the High Court of the Republic
of Singapore ("Court") and any adjournment thereof (the "Scheme Meeting"), and the Scheme
has to be sanctioned by the Court. Once effected, the Scheme and the Proposed Restructuring
will be binding on the Company and all Shareholders.
3.6
Further information on the Proposed Restructuring and the terms and conditions upon which the
Scheme will be implemented will be set out in the document to be despatched by the Company
to the Shareholders ("Scheme Document") in due course.
4.
PROPOSED RESTRUCTURING
4.1
The Scheme and the Proposed Restructuring is purely an internal restructuring exercise
undertaken by the Company and GSSEL to facilitate a migration of the shareholding interests of
the Shareholders from an interest in the shareholding and capital of the Company to an interest
in the shareholding and capital of GSSEL.
4.2
As the principal assets of GSSEL immediately after the completion of the Proposed Restructuring
will be the Company and its subsidiaries, the Proposed Restructuring will not cause or result in
any substantive change in the financial position of the GSSEL Group compared to that of the
Giken Group prior to the Proposed Restructuring. In particular, the aggregate assets and
liabilities of the GSSEL Group after the completion of the Proposed Restructuring will be
substantially the same as that of the Giken Group prior to completion of the Proposed
Restructuring as no new assets will be injected into the GSSEL Group pursuant to the Proposed
Restructuring.
4.3
The Scheme and the Proposed Restructuring will not cause or result in any substantive change in
the shareholding composition or shareholding interests of the Shareholders, as the number of
shareholders and shareholding composition of GSSEL immediately after the completion of the
Scheme and the Proposed Restructuring will be the same as that of the Company prior to
completion of the Scheme and the Proposed Restructuring.
5.
CONDITIONS PRECEDENT
5.1
The Proposed Restructuring will be subject to the fulfilment of, inter alia, the following
conditions precedent:
(a)
the approval of the Scheme by a majority in number of the Shareholders present and
voting, either in person or by proxy, at the Scheme Meeting, such majority holding not
less than three-fourths in value of the Giken Shares held by the Shareholders present
and voting either in person or by proxy at the Scheme Meeting;
(b)
the grant of the order of the Court pursuant to Section 210(3) of the Companies Act
approving the Scheme (the “Court Order”) and such Court Order having become final,
and the registration of the Court Order being lodged with the Accounting and Corporate
Regulatory Authority of Singapore (the "ACRA") pursuant to Section 210(5) of the
Companies Act;
(c)
all Regulatory Approvals (as defined in the Implementation Agreement) having been
obtained and not withdrawn prior to or on the date falling on the day immediately
preceding the Effective Date ("Record Date"), on terms and conditions acceptable to the
Company, including without limitation, the following:
(i)
a declaration from the Monetary Authority of Singapore that the circumstances
in Section 273(5) of the Securities and Futures Act ("SFA") exist, and that
Subdivisions (2) and (3) of Division 1 of the SFA (other than Section 257 of the
SFA) do not apply to the offer of new GSSEL Shares pursuant to the Proposed
Restructuring and the Scheme; and
(ii)
a confirmation from the SGX-ST that the provisions relating to the new listing
requirements and delisting requirements under Chapter 4 and Chapter 13 of the
Catalist Rules will not apply to the Proposed Restructuring;
(d)
all consents, waivers and approvals which are necessary or required to be obtained by
the Company from any third parties in connection with the Scheme or the Proposed
Restructuring having been obtained or completed on terms satisfactory to the Company
and the same not having been revoked prior to the Effective Date;
(e)
the listing and quotation notice from the SGX-ST ("LQN") having been obtained for the
listing of, and quotation for, all the GSSEL Shares, including the new GSSEL Shares on the
Catalist;
(f)
the conversion of GSSEL into a public company limited by shares and the adoption by
GSSEL of new memorandum and articles of association in a form to be agreed between
GSSEL and the Company;
(g)
the approval of the shareholder(s) of GSSEL for the allotment and issuance of the GSSEL
Shares to the Shareholders pursuant to the Scheme and the Proposed Restructuring;
(h)
between the date of the Implementation Agreement and the Record Date, no Prescribed
Occurrence (as set out in the schedule to this announcement) in relation to the
Company or GSSEL (as the case may be) occurs other than as required or contemplated
by the Implementation Agreement or the Proposed Restructuring;
(i)
the Company's warranties (as provided under the Implementation Agreement) being
true and correct, as of the date of the Implementation Agreement and as of the Record
Date as though made on and as of that date; and
(j)
GSSEL's warranties (as provided under the Implementation Agreement) being true and
correct, as of the date of the Implementation Agreement and as of the Record Date as
though made on and as of that date.
As at the date hereof, the conditions set out in paragraph 5.1(c) above have been satisfied.
Please refer to paragraph 6 below for further details.
5.2
The Scheme will only become effective if all the above-mentioned conditions precedent have
been satisfied or waived (as the case may be) in accordance with the Implementation Agreement
and a copy of the Court Order has been lodged with the ACRA.
6.
REGULATORY APPROVALS
6.1
If the Scheme becomes effective in accordance with its terms, GSSEL will own the entire issued
and paid-up share capital of the Company. Consequently, the Company will not be able to meet
the listing requirements of the Catalist. The Company had, through its sponsor, Stamford Law
Corporate Services Pte. Ltd. ("Sponsor"), applied to the SGX-ST and the SGX-ST had on 2
September 2014, advised that the Proposed Restructuring is not subject to the new listing and
delisting requirements under Chapter 4 and Chapter 13 of the Catalist Rules respectively. Shortly
after the Effective Date, the Giken Shares will be delisted and withdrawn from the Catalist.
6.2
An application will also be made by the Company, through the Sponsor, to the SGX-ST for the
listing of and quotation for all the GSSEL Shares, including the new GSSEL Shares on the Catalist.
The Company will make the necessary announcement(s) upon receipt of the LQN.
6.3
The MAS had on 9 September 2014, pursuant to Section 273(5) of the SFA, declared that
Subdivisions (2) and (3) of Division 1 of Part XIII of the SFA (other than Section 257 of the SFA)
shall not apply to the offer of new GSSEL Shares made pursuant to the Proposed Restructuring
and the Scheme, for a period of six (6) months from 9 September 2014. The declaration is subject
to the conditions that:
(a)
the shareholders of and the composition of their shareholdings in GSSEL immediately
after the completion of the Proposed Restructuring and the Scheme shall be the same as
that of the Company immediately prior to the completion of the Proposed Restructuring
and the Scheme; and
(b)
the Company shall issue a shareholders' circular (together with the notice summoning a
meeting under Section 210 of the Companies Act) to all its shareholders containing all
relevant information relating to GSSEL Group, the Scheme and the Proposed
Restructuring in accordance with the Catalist Rules.
7.
TERMINATION
7.1
The Implementation Agreement may be terminated at any time on or prior to the Record Date as
follows:
(a)
by either GSSEL or the Company, if any court of competent jurisdiction or Governmental
Agency (as defined in the Implementation Agreement) has issued an order, decree or
ruling or taken any other action permanently enjoining, restraining or otherwise
prohibiting the Scheme, the Proposed Restructuring or any part thereof, or has refused
to do anything necessary to permit the Scheme, the Proposed Restructuring or any part
thereof, and such order, decree, ruling, other action or refusal shall have become final
and non-appealable;
(b)
by either:
(i)
GSSEL, if the Company is in material breach of any provision of the
Implementation Agreement or a Prescribed Occurrence has occurred in relation
to the Company; or
(ii)
the Company, if GSSEL is in material breach of any provision of the
Implementation Agreement or a Prescribed Occurrence has occurred in relation
to GSSEL,
in each case provided that either GSSEL or the Company (as the case may be) has given
written notice to the other party of its intention to terminate the Implementation
Agreement. In this circumstance, the Implementation Agreement shall be terminated on
the date falling five (5) Business Days (as defined in the Implementation Agreement)
after the date of such notice of termination; and
(c)
by either GSSEL or the Company, if (i) the resolutions submitted to the Scheme Meeting
are not approved by the requisite majority of the Shareholders; (ii) the LQN is not
obtained from the SGX-ST; or (iii) the approval of GSSEL’s shareholder(s) for the issue
and allotment of the GSSEL Shares to the Shareholders pursuant to the Scheme and the
Proposed Restructuring is not obtained.
7.2
Notwithstanding anything contained in the Implementation Agreement, the Implementation
Agreement shall, save in respect of certain specified provisions, ipso facto terminate if any of the
conditions precedent set out in the Implementation Agreement has not been satisfied (or, where
applicable, has not been waived) by 8 March 2015 or such other date as the Company and GSSEL
may agree in writing.
8.
RATIONALE FOR AND BENEFITS OF THE PROPOSED RESTRUCTURING
8.1
The Scheme and the Proposed Restructuring is purely an internal restructuring exercise
undertaken by the Company and GSSEL to facilitate a migration of the shareholding interests of
the Shareholders from an interest in the shareholding and capital of the Company to an interest
in the shareholding and capital of GSSEL.
8.2
The Proposed Restructuring enables the establishment of a corporate structure where:
(a)
GSSEL becomes an investment holding company owning 100% of the issued and paid-up
share capital of the Company, and the listed vehicle in place of the Company; and
(b)
the Company ceases its function as the listed vehicle within the Giken Group and
continues as the operational company carrying out its existing business.
8.3
The Company is of the view that such corporate structure will facilitate the GSSEL Group to
explore other possible investment opportunities should they arise. Under the new structure, the
Company can operate as a standalone entity owning and operating the existing Business and/or
new opportunities, if any. GSSEL may also possibly cooperate with other partners or investors to
invest in the Company or allow for the partial or full divestment of interests in the Company. At
present, any divestment of the Company's Business must necessarily be made by way of a
business and/or asset sale, which most potential purchasers would find unattractive as they
would not be able to benefit from the track record of the Business held by the Company. Under
the new structure, it would be possible for GSSEL to conduct a sale of shares in the Company and
accordingly allow any potential purchaser to acquire both the Business as well as the track record
of the Company. In addition, the new structure would allow the GSSEL the flexibility of raising
capital on a standalone basis in respect of either the current Business or other such businesses as
it may acquire in the future.
9.
FINANCIAL EFFECTS OF THE PROPOSED RESTRUCTURING
There is no change in the net tangible asset, earnings per share and share capital on the
Company and GSSEL before completion of the Scheme and upon completion of the Scheme, save
for estimated expenses of S$250,000 incurred in relation to the Proposed Restructuring.
10.
SCHEME DOCUMENT
10.1
Full details of the Scheme (including the recommendation of the Directors) and notice of the
Scheme Meeting to approve the Scheme will be contained in the Scheme Document to be
despatched to the Shareholders in due course. In the meantime, Shareholders are advised to
exercise caution when trading in their shares, pending receipt of the Scheme Document.
10.2
Persons who are in doubt as to the action they should take should consult their stockbroker,
bank manager, solicitor, accountant or other professional advisers immediately.
11.
DIRECTORS’ AND CONTROLLING SHAREHOLDERS’ INTERESTS
11.1
As set out in paragraph 2.5 of this announcement, Ng Say Tiong and Yeung Kin Bond Sydney are
directors of both the Company and GSSEL. It is also currently contemplated that all the other
Directors, namely Lee Kok Wah, Chin Siew Gim, Tan Kay Guan, Sanford Chee and Kuek Eng Chye
Anthony, will also be appointed to the GSSEL Board on or prior to the Effective Date.
11.2
As set out in paragraph 2.3 of this announcement, as at the date hereof, the Subscriber
Shareholder is the only shareholder of GSSEL, being the legal and beneficial owner of the existing
one (1) GSSEL Share. As at the date hereof, the Subscriber Shareholder is also a Controlling
Shareholder of the Company, holding 76,275,000 Giken Shares, representing approximately
16.14% of the total issued and paid-up share capital of the Company. Yeung Kin Bond Sydney has
a deemed interest in the 76,275,000 Giken Shares held by the Subscriber Shareholder, arising
from his interest in the Subscriber Shareholder.
11.3
As set out in paragraph 3.3 of this announcement, the Subscriber Shareholder has, pursuant to
the Subscriber Shareholder Undertaking, undertaken to the Company and GSSEL to waive its
right to receive one (1) new GSSEL Share upon the issuance of the new GSSEL Shares to the
Subscriber Shareholder pursuant to the Scheme so that the Subscriber Shareholder will hold
exactly the same number of GSSEL Shares upon completion of the Proposed Restructuring as the
number of Giken Shares the Subscriber Shareholder currently holds in the Company.
11.4
Based on the information recorded in the Register of Directors' Shareholdings of the Company,
the interests of the Directors in the Giken Shares are as follows:
Interests of the Directors in Giken Shares
Directors
Tan Kay Guan
Yeung Kin Bond
Sydney
Direct Interest
Number of
%
Giken Shares
652,000
0. 14
-
Deemed Interest
Number of
%
Giken Shares
(1)
76,275,000
16.14
Note:
(1)
Yeung Kin Bond Sydney holds 100% of the shares in the capital of Roots Capital Asia Limited and is
deemed interested in the 76,275,000 Giken Shares held by Roots Capital Asia Limited by virtue of Section
7 of the Companies Act.
11.5
Save as disclosed in this announcement, none of the Directors or Controlling Shareholders of the
Company has any interest, direct or indirect, in the Proposed Restructuring and the Scheme.
12.
OVERSEAS SHAREHOLDERS
12.1
This announcement does not constitute an offer to sell or the solicitation of an offer to subscribe
for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
12.2
The applicability of the Scheme to persons not resident in Singapore may be affected by the laws
of the relevant jurisdiction. Shareholders who are not resident in Singapore (“Overseas
Shareholders”) should keep themselves informed of, and observe any applicable requirements.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
13.
DOCUMENTS FOR INSPECTION
Copies of the Implementation Agreement and the Subscriber Shareholder Undertaking will be
made available for inspection during normal business hours at the registered offices of both the
Company and GSSEL for a period of three (3) months from the date of the Implementation
Agreement or up until the date the Scheme becomes effective, whichever is the later.
By Order of the Board
GIKEN SAKATA (S) LIMITED
Ng Say Tiong
Chief Financial Officer
10 November 2014
__________________________________________________________________________________________
This announcement has been prepared by the Company and its contents have been reviewed by the company's
Sponsor, Stamford Corporate Services Pte Ltd, for compliance with the relevant rules of Singapore Exchange
Securities Trading Limited ("SGX-ST"). The Company's Sponsor has not independently verified the contents of
this announcement.
This announcement has not been examined or approved by SGX-ST and SGX-ST assumes no responsibility for
the contents of this document, including the correctness of any of the statements or opinions made or reports
contained in this announcement.
SCHEDULE - PRESCRIBED OCCURRENCE
As set out in the Implementation Agreement, and for the purpose of this Announcement, a "Prescribed
Occurrence", in relation to the Company or GSSEL, as the case may be, means any of the following:
1
Injunction: an injunction or other order issued against the Company or GSSEL by any court of
competent jurisdiction or other legal restraint or prohibition preventing the consummation of
the Scheme or the Proposed Restructuring or any part thereof by the Company or GSSEL;
2
Resolution for Winding Up: the Company or GSSEL resolving that it be wound up;
3
Appointment of Liquidator or Judicial Manager: the appointment of a liquidator, provisional
liquidator, judicial manager, provisional judicial manager and/or any other similar officer of the
Company or GSSEL;
4
Order of Court for Winding Up: the making of an order by a court of competent jurisdiction for
the winding up of the Company or GSSEL;
5
Composition: the Company or GSSEL entering into any arrangement or general assignment or
composition for the benefit of its creditors generally;
6
Appointment of Receiver: the appointment of a receiver or a receiver and manager, in relation
to the property or assets of the Company or GSSEL;
7
Insolvency: the Company or GSSEL becoming or being deemed by law or a court to be insolvent
or being unable to pay its debts when they fall due or stops or suspends or threatens to stop or
suspend payment of its debts of a material amount as they fall due;
8
Cessation of Business: the Company ceases or threatens to cease for any reason to carry on its
business in the usual and ordinary course;
9
Breach of Agreement: the Company or GSSEL being in material breach of any provisions of the
Implementation Agreement;
10
Investigations and Proceedings: if the Company or GSSEL or any of their respective directors is
or will be the subject of any governmental, quasi-governmental, criminal, regulatory or stock
exchange investigation and/or proceeding; or
11
Analogous Event: any event occurs which, under the laws of any jurisdiction, has an analogous or
equivalent effect to any of the foregoing event(s).