The key shareholders of Singapore Paincare Holdings do not intend to increase the scheme consideration of 16 cents each to take the company private, and have stated that the scheme consideration is final, according to a bourse filing on June 10.
On May 28, the CEO and COO of Singapore Paincare Holdings set out to acquire all the shares in the company by way of a scheme of arrangement at 16 cents each.
This acquisition will be done through a special purpose vehicle called Advance Bridge Healthcare, which was incorporated for the acquisition and the scheme.
Advance Bridge Healthcare is 70% owned by executive chairman and CEO of Singapore Paincare Holdings Dr Lee Mun Kam Bernard and 30% owned by executive director and COO Dr Loh Foo Keong Jeffrey.
Singapore Paincare Holdings was incorporated on Dec 31, 2018 and listed on the Catalist board of the SGX on July 30, 2020 at 22 cents per share.
On June 4, the Securities Investors Association (Singapore) urged Singapore Paincare’s minority shareholders to wait until the independent financial adviser (IFA) has issued its report before selling their shares.
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Instead of seeking slight gains by selling their shares in the open market, SIAS notes that shareholders who sold will not have recourse if the offer price is increased subsequently.
Further to its statement issued on June 4, SIAS notes that Singapore Paincare was listed at 22 cents per share in July 2020 during Covid-19 when valuations were “depressed”. At the time, the benchmark Straits Times Index (STI) was trading at around 2,500 points.
It adds that the offer price stands at a “slight discount” to Singapore Paincare’s audited net asset value (NAV) per share of 16.6 cents as at June 30, 2024, while the company’s unaudited NAV stood at 16.3 cents per share as at Dec 31, 2024.
Should the same IPO premium be applied now, SIAS believes the privatisation price should be around 36 cents to 37 cents.
“SIAS also notes that well-managed healthcare companies generally trade at premiums to their NAV. It is also worth remembering that for a delisting to take place, the IFA has to conclude that the offer is both fair and reasonable,” says the release signed off by David Gerald, founder, president and CEO of SIAS.
SIAS further pointed out that the deal is conducted via a scheme of arrangement, meaning the approval has to be obtained by over 50% of shareholders at the scheme meeting and over 75% in value of the shares held by shareholders voting.
Shares in Singapore Paincare closed 0.1 cents lower or 0.592% down at 16.8 cents on June 10.
