Breaking: Aspial Consortium Launches \$31.8M Privatisation Scheme for AF Global Limited – What Investors Must Know

Overview: Major Take-Private Offer Unveiled for SGX-Listed Hospitality Group

Aspial Corporation Limited (“Aspial”), together with JK Global Investment Pte Ltd (“KWMCo”)—an entity wholly owned by Mr Koh Wee Meng—has announced a landmark proposal to acquire all outstanding shares of AF Global Limited (“AFGL”) not already owned by the consortium, via a Scheme of Arrangement. This move, valued at approximately S\$31.76 million, signals a strategic privatisation of the listed hospitality and real estate group.

Key Transaction Details

• Offer Price: S\$0.11 per Scheme Share, paid fully in cash to all shareholders except Aspial and KWM, who already own substantial stakes.
• Total Scheme Shares Targeted: 288,682,679 shares (~27.35% of AFGL’s issued shares).
• Aggregate Scheme Consideration: S\$31,755,094.69.
• Excluded Shares: Aspial (41.75%) and KWM (30.91%) will not tender their shares; only minority shareholders will be bought out.
• Consortium Structure: The Offeror (AFG Investment Pte Ltd) is equally owned (50:50) by Aspial and KWMCo, with both parties providing equal board representation and funding.
• Financing: Offeror will use a mix of consortium equity and external debt financing, with Aspial and KWMCo providing guarantees for their respective halves.

Strategic Rationale & Shareholder Impact

• Management Flexibility: Privatisation is expected to allow the company greater flexibility to restructure, optimise resources, and navigate industry challenges without the regulatory burden and costs of an SGX listing.
• Low Trading Liquidity: AFGL shares have historically suffered from low liquidity, making it difficult for shareholders to exit. This scheme offers a clear cash exit at a premium.
• Premium Offer: The S\$0.11 offer price represents a premium of:
  • 23.6% over last closing price (S\$0.089)
  • 37.5% over one-month VWAP
  • 41.0% over three-month VWAP
  • 50.7% over six-month VWAP
  • 52.8% over twelve-month VWAP
• Benchmark Valuation: The offer’s price-to-NAV (P/NAV) of 0.77x is 57–75% higher than historical averages for AFGL, while the price-to-revalued-NAV (P/RNAV) of 0.80–0.84x exceeds recent SGX real estate take-private precedents.
• Unlocking Value: The offer factors in AFGL’s S\$36.89 million cash windfall from the disposal of its 55% stake in Knight Frank Pte Ltd, as well as adjustments for losses on its China JV investment.
• Shareholder Returns: Investors who held AFGL over the last five years would realise total returns of ~84% (including dividends and return of capital) if they accept the offer.

Regulatory Approvals & Timeline

• Scheme Conditions: The acquisition is contingent on approval by Scheme Shareholders (75% in value, majority in number), High Court sanction, and various SIC/SGX approvals.
• Excluded Shareholders: Aspial and KWM (and their concert parties) will abstain from voting, in line with SIC rulings to avoid conflicts.
• Delisting: Upon completion, AFGL will be delisted from the SGX-ST, ending its two-decade run as a listed entity.

Interested Person Transactions (IPTs) & Governance

• Significant IPTs: The scheme and related funding arrangements between Aspial and KWMCo are classified as IPTs, with maximum exposure of S\$15.88 million (3.1% of Aspial’s NTA).
• Audit Committee Approval: Aspial’s Audit Committee (excluding interested director Ko Lee Meng) and an Independent Financial Adviser (Evolve Capital Advisory) have opined that the scheme is on normal commercial terms and not prejudicial to minority shareholders.
• No Shareholder Approval Required: Due to the nature and thresholds of the IPTs, Aspial is exempted from seeking shareholder approval under SGX rules, though full disclosure is provided.

Pro Forma Financial Impact on Aspial

• NTA per Share: Expected to rise from 17.89 cents to 18.11 cents post-acquisition.
• EPS: Expected to fall slightly from 0.25 cents to 0.23 cents due to acquisition financing and transaction expenses.
• Relative Figures: The acquisition consideration represents 6.88% of Aspial’s market capitalisation, qualifying the deal as a “discloseable transaction” under SGX rules.

Information for Investors: Price-Sensitive Factors

• Scheme Price Premium: Substantial premium over market prices may drive short-term share price appreciation for AFGL and impact Aspial’s valuation.
• Delisting and Exit Opportunity: Minority shareholders face a “last chance” to exit at a premium, as trading liquidity is set to vanish post-delisting.
• Change in Strategic Direction: Privatisation could lead to restructuring, asset sales, or new capital allocation strategies, potentially unlocking further value not available to public investors.
• Risk Factors: The offer is conditional on regulatory and shareholder approvals, court sanction, and successful financing—any delays or failure may affect share prices.

Actionable Next Steps for Shareholders

• Review the upcoming Scheme Document for full terms, independent advice, and voting instructions.
• Refrain from trading until the scheme details and IFA recommendation are published.
• Monitor SGX and company announcements for updates on approval progress and completion timeline.

Conclusion: A Pivotal Moment for AFGL & Aspial Investors

This privatisation scheme represents a rare price-moving event for both AFGL and Aspial shareholders. With a cash exit at a significant premium, regulatory compliance, and independent endorsement, investors should closely evaluate their options as the deal progresses. The delisting and strategic reset could reshape the group’s future, with ripple effects across the SGX real estate and hospitality sectors.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. Investors should consult their own financial advisers and review the official announcements and Scheme Document before making any decisions. The author does not warrant the accuracy or completeness of information contained herein and disclaims any liability for losses arising from reliance on this article.

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