Top Global Limited entered into a conditional sale and purchase agreement to acquire 71.52% stake in PT Suryamas Dutamakmur Tbk from Asia Capital Holding Limited, PT. Suryapembangunan Utama, P.T. Niaganusa Indomakmur and Alera Financial Corp. for approximately SGD 100 million.
December 09, 2013 at 11:00 pm EST
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Top Global Limited (SGX:519) entered into a conditional sale and purchase agreement to acquire 71.52% stake in PT Suryamas Dutamakmur Tbk (JKSE:SMDM) from Asia Capital Holding Limited, PT. Suryapembangunan Utama, P.T. Niaganusa Indomakmur and Alera Financial Corp. for approximately SGD 100 million on December 10, 2013. The consideration for the acquisition will be satisfied by the allotment and issuance of 13 billion ordinary shares in the capital of Top Global and 5 billion options issued by Top Global which entitle the holder thereof to subscribe for new ordinary shares in the capital of Top Global at an exercise price of SGD 0.008.
Top Global Limited (SGX:519) entered into supplemental agreement to acquire 71.52% stake in PT Suryamas Dutamakmur Tbk (JKSE:SMDM) from Asia Capital Holding Limited, PT. Suryapembangunan Utama, P.T. Niaganusa Indomakmur and Alera Financial Corp. for approximately SGD 150 million on June 10, 2014. Under the revised terms of agreement, consideration for the acquisition will be satisfied by the allotment and issuance of 19 billion ordinary shares in the capital of Top Global and 5 billion options issued by Top Global which entitle the holder thereof to subscribe for new ordinary shares in the capital of Top Global at an exercise price of SGD 0.008.
The transaction is subject to approval by shareholders of Top Global, approval of the SGX-ST having been obtained for the listing, quotation and trading of the consideration Top Global shares, the completion of due diligence investigations and regulatory approval.
Top Global Limited (SGX:519) entered into supplemental agreement to acquire 71.52% stake in PT Suryamas Dutamakmur Tbk (JKSE:SMDM) from Asia Capital Holding Limited, PT. Suryapembangunan Utama, P.T. Niaganusa Indomakmur and Alera Financial Corp. for approximately SGD 150 million on September 4, 2014. Under the revised terms of agreement, consideration for the acquisition will be satisfied only by the allotment and issuance of 19 billion ordinary shares in the capital of Top Global. The transaction was approved in principle by Singapore Exchange Securities Trading Limited on September 15, 2014. The Extraordinary General Meeting will be held on October 14, 2014. If the Conditions set out in the Amended Share Purchase Agreement are not fulfi lled, satisfi ed or waived on or before 31 December 2014 or such later date as may be agreed. As of October 14, 2014 the transaction has been approved by the shareholders of Top Global. The transaction is expected to close by October 17, 2014.
Christopher Ong, Sharon Wee and Hilary Low of Allen & Gledhill acted as legal advisor for Top Global. Stirling Coleman Capital Limited acted as the independent financial advisor to Directors of Top Global Limited (SGX:519). Asia Valuation & Advisory Services Pte Ltd acted as the independent valuer by TGL to provide an independent valuation. LasutLay & Partners Allen & Gledhill acted as legal advisor for Top Global. Nexia TS Public Accounting Corporation acted as an auditor to Top Global.
The Audit Committee, Stirling Coleman Capital and the Independent Directors are of the opinion that the proposed acquisition is on normal commercial terms and is not prejudicial to the interests of the Company and its minority Shareholders and accordingly, recommend that Shareholders VOTE IN FAVOUR of the Ordinary Resolution relating to the Proposed Acquisition (including the Share Issue) to be proposed at the EGM.
PT Suryamas Dutamakmur Tbk is an Indonesia-based real estate developer. The Company is engaged in real estate activities, including selling of land, land and houses, and the operation of the golf course, country club, hotel and other resort facilities located in Rancamaya, Bogor, West Java. The Companyâs segments include real estate and property, golf and country club, estate management, and hotel. The Companyâs project, Rancamaya Golf Estate, is a residential resort with a mountainous green atmosphere. The project is equipped with a club house, country club with sports facilities, swimming pool, tennis court, tennis club and gym, restaurant, and function rooms. Its other projects include Mahogany Residence, Harvest City, Royal Tajur, Highscope Indonesia, Rancamaya Golf & Country Club, and R Hotel Rancamaya. The Mahogany Residence project is located at the entrance of Cibubur alternative road. The Harvest City is a township project in Cibubur.
Top Global Limited entered into a conditional sale and purchase agreement to acquire 71.52% stake in PT Suryamas Dutamakmur Tbk from Asia Capital Holding Limited, PT. Suryapembangunan Utama, P.T. Niaganusa Indomakmur and Alera Financial Corp. for approximately SGD 100 million.