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Shareholders of G Neptune Approved its Regularisation Plan
[22/09/13]
KUALA LUMPUR, Sep 13, 2022 - (JCN Newswire) - The non-interested shareholders of G Neptune Berhad have approved its proposed regularisation plan during the extraordinary general meeting (EGM) held today. The shareholders' approval marks a key milestone for G Neptune's proposed regularisation plan which is expected to address the Company's Guidance Note 3 (GN3) status as well as return it to a stronger financial standing as well as profitability.
An integral part of the approved regularisation plan is the proposed acquisition of the entire equity interest in Southern Score Sdn Bhd from Super Advantage Property Sdn Bhd for a purchase consideration of RM252.0 million to be satisfied through the issuance of 1.68 billion shares.
Southern Score is a construction management services company with a recorded net profit of RM6.51 million, RM19.20 million and RM35.18 million in the financial year ended 31 December 2019, 2020 and 2021 respectively. Super Advantage, being the vendor of Southern Score, has provided cumulative net profit guarantee of RM80.0 million over the three-year period from 2022 to 2024. Super Advantage is held by Tan Sri Datuk Seri Gan Yu Chai, the Managing Director of Southern Score, a veteran in the construction and property development industries with more than 30 years' experience as well as Gan Yee Hin, the Executive Director and Chief Executive Officer of Southern Score.
Shareholders also approved to change the Company's name to "Southern Score Builders Berhad", a move undertaken by the Company to better reflect G Neptune's new corporate identity moving forward.
Commenting on the shareholders' approval, Gan Yee Hin said, "We would like to thank the shareholders for putting their trust and confidence in us. This is a key milestone towards the long-awaited completion of the regularisation plan. With the injection of Southern Score, we believe that G Neptune will be in a stronger financial standing and profitability, thereby benefiting all stakeholders."
Other than the proposed acquisition and proposed change of name, shareholders also approved the following proposals which are part of the proposed regularisation plan:
- proposed consolidation of every 10 existing G Neptune's shares into one share;
- proposed debt settlement amounting to RM3.1 million to Mr. Chai Tham Poh, an Executive Director of G Neptune, via the issuance of 20.67 million shares;
- proposed private placement to raise at least RM108.6 million through the issuance of 543.05 million shares to investors to be identified later and;
- proposed exemption from the obligation to undertake a mandatory takeover offer for the remaining G Neptune shares not already owned by Super Advantage as well as Tan Sri Datuk Seri Gan Yu Chai and Gan Yee Hin.
Gan Yee Hin added, "The shareholders' approval obtained today heralds a new beginning for Southern Score as we gain a step closer towards obtaining a listing status via GNB. We intend to leverage on our listing status to further grow our business for which our shareholders will also be able to partake in. We expect Southern Score's growth to be fuelled from growth in the construction sector where construction activities is expected to increase in tandem with economic growth following the reopening of the economy and country borders."
Kenanga Investment Bank Berhad is the principal adviser and sponsor for the proposed regularisation plan as well as placement agent for the proposed private placement while Malacca Securities Sdn Bhd is the independent adviser for the proposed exemption.
G Neptune Berhad: 0045 [BURSA: GNB], https://www.gneptune.com/
Southern Score: https://southernscore.com.my/
Copyright 2022 JCN Newswire. All rights reserved. www.jcnnewswire.com
An integral part of the approved regularisation plan is the proposed acquisition of the entire equity interest in Southern Score Sdn Bhd from Super Advantage Property Sdn Bhd for a purchase consideration of RM252.0 million to be satisfied through the issuance of 1.68 billion shares.
Southern Score is a construction management services company with a recorded net profit of RM6.51 million, RM19.20 million and RM35.18 million in the financial year ended 31 December 2019, 2020 and 2021 respectively. Super Advantage, being the vendor of Southern Score, has provided cumulative net profit guarantee of RM80.0 million over the three-year period from 2022 to 2024. Super Advantage is held by Tan Sri Datuk Seri Gan Yu Chai, the Managing Director of Southern Score, a veteran in the construction and property development industries with more than 30 years' experience as well as Gan Yee Hin, the Executive Director and Chief Executive Officer of Southern Score.
Shareholders also approved to change the Company's name to "Southern Score Builders Berhad", a move undertaken by the Company to better reflect G Neptune's new corporate identity moving forward.
Commenting on the shareholders' approval, Gan Yee Hin said, "We would like to thank the shareholders for putting their trust and confidence in us. This is a key milestone towards the long-awaited completion of the regularisation plan. With the injection of Southern Score, we believe that G Neptune will be in a stronger financial standing and profitability, thereby benefiting all stakeholders."
Other than the proposed acquisition and proposed change of name, shareholders also approved the following proposals which are part of the proposed regularisation plan:
- proposed consolidation of every 10 existing G Neptune's shares into one share;
- proposed debt settlement amounting to RM3.1 million to Mr. Chai Tham Poh, an Executive Director of G Neptune, via the issuance of 20.67 million shares;
- proposed private placement to raise at least RM108.6 million through the issuance of 543.05 million shares to investors to be identified later and;
- proposed exemption from the obligation to undertake a mandatory takeover offer for the remaining G Neptune shares not already owned by Super Advantage as well as Tan Sri Datuk Seri Gan Yu Chai and Gan Yee Hin.
Gan Yee Hin added, "The shareholders' approval obtained today heralds a new beginning for Southern Score as we gain a step closer towards obtaining a listing status via GNB. We intend to leverage on our listing status to further grow our business for which our shareholders will also be able to partake in. We expect Southern Score's growth to be fuelled from growth in the construction sector where construction activities is expected to increase in tandem with economic growth following the reopening of the economy and country borders."
Kenanga Investment Bank Berhad is the principal adviser and sponsor for the proposed regularisation plan as well as placement agent for the proposed private placement while Malacca Securities Sdn Bhd is the independent adviser for the proposed exemption.
G Neptune Berhad: 0045 [BURSA: GNB], https://www.gneptune.com/
Southern Score: https://southernscore.com.my/
Copyright 2022 JCN Newswire. All rights reserved. www.jcnnewswire.com
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