PSC Corporation’s executive chairman Goi Seng Hui, also known as Sam Goi, has made a mandatory conditional cash offer of 40 cents for the shares he does not own in the Mainboard-listed consumer essentials company.
The offer comes after Goi purchased 63 million shares from Sin Huat Company on July 10 also at 40 cents apiece. Sin Huat’s shares, which represent a 11.55% stake in PSC Corporation, brings Goi’s total stake to 43.38%.
According to PSC Corp’s annual report for the FY2024 ended Dec 31, 2024, Sin Huat Company is deemed as a substantial shareholder behind Goi’s 31.82% stake and Violet Profit Holdings Limited, which holds 24.59% of PSC’s shares. A certain Ku Yun-Sen is deemed to be interested in Violet Profit’s stake while Bernard Cheng Koh Chuen and Cheng Chih Kwong @ Thie Tji Koang are deemed to be interested in Sin Huat’s stake.
Goi’s offer was made after the purchase to comply with the Singapore Code on Take-overs and Mergers.
To comply with Rule 14.3 of the Code, the offer price is not lower than the price Goi had acquired the shares at in the six months immediately preceding or on July 10. This includes the price Goi paid for Sin Huat’s stake.
The offer price will also not be reduced or adjusted for PSC Corp’s final dividend of 1.3 cents per share for the FY2024. Shareholders will still be entitled to retain its final dividend paid out for the year.
The offer will turn unconditional once Goi and his concert parties hold over 50% of the shares in PSC Corp.
According to the statement, Goi does not intend to “actively pursue” the delisting of PSC from the Mainboard, although he intends to exercise his right to compulsorily acquire all the offer shares not acquired once he hits the 90% threshold. At that point, Goi will proceed to delist PSC from the bourse.
Remedial actions from previous increase in stake
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The offer also extends to shareholders who have held shares in the company between December 2023 and November 2024. This was when Goi acquired additional shares in the company after his stake was increased to 30.22% from 29.97% after a series of share buy-backs conducted by the company between May 2, 2023, and Oct 16, 2023. The buybacks were conducted under a mandate approved by shareholders at PSC’s extraordinary general meeting (EGM) held on April 28, 2023.
Under Rule 14 of the Code, any person holding 30% or more of the voting rights of the company, will have to extend an offer immediately.
On Dec 4, 2023, Goi acquired additional shares in the company when the mandate had not expired. The company also didn’t announce that it bought back those shares under the mandate or that it decided to cease buying back its shares.
From Dec 5, 2023, to Nov 14, 2024, Goi also bought more shares in PSC with the highest purchase price being 36 cents per share. As a result of the post share buy-back purchases, Goi’s stake increased to 31.82% from 30.22%.
As Goi didn’t make an offer when he made the purchases between December 2023 and November 2024, people who held shares in PSC at the close of trading on the initial purchase date, Dec 4, 2023, were not given the opportunity to sell their shares. As such, the current offer is now being extended to those shareholders.
Goi has also agreed to take remedial actions to put these shareholders in the same position as if the offer had been made to them.
Given that the bid obligation was made at the highest purchase price of 36 cents, these shareholders will also be entitled to the offer price of 40 cents.
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Shareholders who have sold their shares in PSC after Dec 4, 2023, will be paid the differential amount for shares sold at less than the offer price of 40 cents from Dec 5, 2023, to July 10.
Offer price premium
The current offer price represents a premium of 11.1% of the highest purchase price of 36 cents, although it is flat compared to PSC’s last-traded share price of 40 cents as at July 10.
The offer price also represents a premium of 7.8%, 10.8%, 13.3% and 14.9% of the volume weighted average prices (VWAP) for the one-, three-, six- and 12-month period up to and including shares traded on July 10. The VWAP prices are 37.1 cents, 36.1 cents, 35.3 cents and 34.8 cents respectively.
Shares in PSC closed 1 cent lower or 2.44% down at 40 cents on July 10.
