KUALA LUMPUR: Malaysians Tan Sri Nazir Razak and Singapore Exchange (SGX)-listed Silverlake Axis Ltd’s founder Goh Peng Ooi have teamed up and proposed a privatisation of Silverlake Axis.
They are part of a larger persons acting in concert now already owning 74.10% of Silverlake Axis’ shares who are proposing to privatise the company at 36 Singapore cents in cash per share.
Silverlake Axis is a financial software provider for banks.
According to a Silverlake Axis filing with the SGX yesterday, minorities may also choose to receive compensation through a combination of 30 Singapore cents in cash and one new redeemable preference share (RPS) in the capital of the offeror, E2I Pte Ltd (combination option).
The redemption amount for each new offeror RPS is 18 Singapore cents, it said.
“The new offeror RPS will not be listed on any securities exchange and will be mandatorily redeemed by the offeror on the expiry of five calendar years from their issuance at the redemption amount. The new offeror RPS will not carry any voting or dividend rights,” it said.
The offeror E2I, is a unit of Zezz FundQ Pte Ltd (ZFPL) of which Goh Peng Ooi, his daughter Goh Shiou Ling and Lawrence Ng Lip Chi are directors of the offeror.
ZFPL has two classes of shares, comprising: ordinary shares and redeemable convertible preference shares wherein Goh holds 100% of the ordinary shares in ZFPL and Merit Sigma Pte Ltd holds 100% of the Merit Sigma RCPS, it said.
ZFPL’s directors are Goh, Shiou Ling, Kim Kenny and Ng; ZFPL holds some 74.07% of the total number of issued shares in Silverlake Axis.
Shiou Ling has direct share holdings in Silverlake Axis which represent 0.03% of the total number of its issued shares.
Meanwhile, Ikhlas Capital Singapore Pte Ltd is an Asean private equity fund and is the fund manager of Ikhlas Capital Master Fund Pte Ltd, which wholly-owns Merit Sigma.
The directors of Ikhlas Capital are Nazir, Kenny Kim, Gita Wirjawan, Cesar Purisima and Tony Mok Cheok Meng.
The director of Ikhlas Capital Master Fund is Kim.
The directors of Merit Sigma are Tay Ek Ming and Elaine Bee Choo Tan, according to the announcement.
“Should the privatisation be approved eventually, ZFPL will own 100% of the offeror’s shares in a hypothetical scenario if all minorities accept the all-cash option.
“But if all shareholders that accept the offer and opt to receive the combination consideration option, the new structure will see the minority shareholders owning 100% of the new offeror’s RPS,” it noted.
The all-cash option will see the company being privatised at 36 Singapore cents, which is a 20% premium to the last traded share price of Silverlake Axis of 30 Singapore cents.
