SMRT in share placement deals with four parties
Exercise will raise RM42mil for education provider
PETALING JAYA: Technology, education and human resource training provider SMRT Holdings Bhd has entered into four placement agreements with Dayatahan Sdn Bhd, Lembaga Tabung Haji (LTH), Kenanga Private Equity Sdn Bhd and Kenanga Investment Bank Bhd, placing them 210 million consideration shares or a 16.9% stake in Asiamet Education Group Bhd (AEGB).
This exercise will raise RM42mil for SMRT. It also fulfils one of the key conditions precedent requirements for AEGB to complete its acquisition of CUCMS Education Sdn Bhd (CESB) from SMRT.
AEGB is formerly known as Masterskill Education Group Bhd.
This placement agreement also results in a public shareholding spread of 25.4% for AEGB.
Dayatahan (formerly known as Primablanca Sdn Bhd) took up 110 million shares or an 8.9% stake, while LTH took up 55 million shares or 4.4%, Kenanga Private Equity 30 million shares or a 2.4% stake and Kenanga Investment Bank 15 million shares or a 1.2% stake.
The shareholders of Dayatahan are Roslan Abdul Ghani with a 30% stake, and Ahamd Najmi Kamaruzaman with a 70% stake.
CESB operates and holds the licence to Cyberjaya University College of Medical Sciences (CUCMS).
This placement will eventually lead to the listing status of AEGB being transferred to a new investment holding company, Minda Global Bhd.
Under a lengthy corporate exercise that was first announced last December to rescue the financially ailing AEGB, SMRT will soon emerge as the single-largest shareholder in Minda Global, with about a 55.35% stake compared with 23% previously.
This exercise will also see Creador II LLC, the current single-largest shareholder with a 28.9% stake, reducing its shareholding to 9.01%. Creador is the private equity firm led by Brahmal Vasudevan.
The corporate exercise involved the proposed acquisition of CESB from SMRT and its subsidiary SMR Education Sdn Bhd for RM166mil. Upon completion of the disposal, CESB will become a wholly owned subsidiary of AEGB.
For this deal, AEGB’s acquisition of CESB will be financed via the issuance of an aggregate of 830 million shares at 20 sen each to SMRT and to SMRT’s wholly owned subsidiary, SMR Education. This will result in AEGB’s share base increasing to about 1.2 billion with the issuance of the shares.
SMRT and SMR Education have issued a profit guarantee for CESB of at least RM8.28mil each for the financial year ending Dec 31, 2017 (FY17) to FY19.
Following this, another corporate exercise will take place, in which the shares of AEGB will be transferred to a new investment holding company, Minda Global.
In a statement, SMRT said Minda Global is expected to have a board of directors with vast experience from the private and public sectors.
“The completion of the placement exercise paves the way for us to complete the consolidation of our education assets under one single entity.
“By doing so, we would be able to streamline our operations through the sharing of common facilities and improve overall operational efficiency, resulting in cost savings.” said SMRT executive chairman Tan Sri R. Palan.
The company aims to be a serious educational player, providing quality and affordable education.