Advanced Systems Automation Limited Announces Pre-Conditional Voluntary Offer for ASTI Holdings Limited

Executive Summary

Advanced Systems Automation Limited (“Offeror”) has proposed a pre-conditional voluntary offer to acquire all issued and paid-up ordinary shares of ASTI Holdings Limited (“Company”), excluding treasury shares and shares already owned or controlled by the Offeror. This deal, if completed, could have significant implications for existing shareholders and the future value of ASTI Holdings Limited’s shares.

Key Highlights of the Offer

• Offer Structure: The Offeror proposes to exchange two (2) new ordinary shares of Advanced Systems Automation Limited for each ASTI Holdings Limited share tendered, with an issue price of S\$0.005 per Offeror share.
• Pre-Conditions: The offer is subject to several pre-conditions, including resumption of trading of ASTI shares or SGX-ST approval for the transfer of shares, SGX-ST approval-in-principle for the offer and issuance of new Offeror shares, and approval from Offeror’s shareholders at a general meeting.
• Minimum Acceptance Condition: The offer will only become unconditional if the Offeror and its concert parties receive acceptances amounting to at least 50% of the total shares in issue, excluding treasury shares.
• Adjustment for Distributions: If any distributions (e.g., dividends) are declared after the offer announcement, the consideration will be adjusted accordingly depending on the settlement date.
• No Current Shareholding: As of the announcement, the Offeror does not own or control any shares in ASTI Holdings Limited.

Important Information for Shareholders

• Potential Price Impact: The aggregate value offered (S\$0.01 per ASTI share) represents a 28.6% discount to the last traded price of ASTI shares (S\$0.014) before trading was suspended in July 2022. This is a critical consideration for shareholders evaluating the offer.
• Exit Opportunity: For approximately 4,000 retail shareholders, including those who invested via the Central Provident Fund Investment Scheme (CPFIS), the offer provides a tangible and liquid exit opportunity, especially given the long suspension in ASTI shares and uncertainty around trading resumption.
• Potential for Compulsory Acquisition and Delisting: If acceptances exceed 90% of shares, the Offeror may compulsorily acquire the remaining shares and seek delisting from SGX-ST. The Offeror does not intend to restore the public float if it falls below 10%.
• Business Synergies: The Offeror sees significant synergies by combining ASTI’s semiconductor business with its own operations, potentially leading to better prospects, operational efficiencies, and cost savings.
• Future Plans: Post-acquisition, the Offeror intends to amalgamate the semiconductor operations and may seek to list the combined business on a reputable stock exchange or undertake a trade sale. Proceeds or shares from such a transaction would be distributed to Offeror’s shareholders, with any retained cash not exceeding 10% of the aggregate value.
• SGX-ST Approval: SGX-ST has indicated no objection to ASTI’s application to resume trading, but the actual date of resumption remains uncertain.
• Litigation and Board Performance: The Offeror has criticized the current ASTI board for unfulfilled promises and unsuccessful litigation attempts against the Offeror, which resulted in wasted resources.
• Shareholder Choice: Shareholders are encouraged to carefully consider whether to accept the offer or wait for the resumption of trading, as the outcome could impact their investment recovery or future value.

Detailed Timeline and Process

• Long-Stop Date: The Offer will only be made if the pre-conditions are satisfied or waived within 3 months from the announcement date (or a later date agreed with the Securities Industry Council).
• Offer Document: If the Offer proceeds, a formal Offer Document will be dispatched to shareholders not earlier than 14 days and not later than 21 days from the Formal Offer Announcement. The Offer will remain open for at least 28 days.
• Overseas Shareholders: The Offer is open to all shareholders, including those overseas, although delivery of documents may be restricted in some jurisdictions.

Financial Aspects

• Company Book Value: ASTI’s book value (as of 30 September 2025) is S\$32.95 million, more than three times its market capitalization (S\$9.5 million) before suspension.
• Offeror Market Valuation: The Offeror trades at a 1.5x premium to its book value, suggesting that ASTI shareholders could benefit from exposure to a more liquid and higher-valued stock.

Potential Implications for Share Price

• The offer, if successful, could lead to a revaluation of ASTI shares based on the liquidity and valuation premium of the Offeror’s shares.
• Shareholders should note the substantial discount to pre-suspension prices, but also the certainty and liquidity provided by the offer versus waiting for market trading to resume.
• Any move toward compulsory acquisition and delisting may impact share price expectations and the ability for minority shareholders to exit on favorable terms.

Disclaimer

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy, sell, or hold any securities. Investors should consult their own financial or professional advisors before making investment decisions. The information herein is based on public documents and may be subject to further updates or changes.

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