Major Corporate Action: Voluntary Unconditional General Offer for Sen Yue Holdings Limited

Date of Announcement: 12 February 2026
Offeror: Cenvios Holdings Pte. Ltd.
Financial Adviser: ZICO Capital Pte. Ltd.
Target: Sen Yue Holdings Limited
Offer Type: Voluntary Unconditional General Offer

Key Points of the Offer

• Offer Price: Each shareholder is offered either:
  • S\$0.008 in cash per share (Cash Consideration), or
  • 1 new ordinary share in Cenvios Holdings Pte. Ltd. (Securities Consideration) for each Sen Yue share, also valued at S\$0.008 per share.

  The new shares of Cenvios Holdings will not be listed on any securities exchange.

• Irrevocable Undertakings: Key shareholders holding 87.98% of Sen Yue have irrevocably agreed to tender their shares and elect for the Securities Consideration. These include the Promoter, Electroloy Metal Pte. Ltd. (EMPL), Jiangmenshi Changxin Technology Limited, Koh Mia Seng, and Di Lingbin.
• Unconditional Offer: The offer is unconditional. There are no minimum acceptance conditions.
• Compulsory Acquisition Intent: If 90% acceptance is reached (excluding shares already held by the Offeror), Cenvios intends to compulsorily acquire the remaining shares at the cash offer price and delist the company.
• Trading Suspension: Trading in Sen Yue shares has been suspended since 4 May 2020, and the company is subject to ongoing investigation by the Monetary Authority of Singapore (MAS).

Details Investors Must Know

• Premium to Net Asset Value: The cash offer is at an 11.1% premium to the Group’s NAV per share of S\$0.0072 as at 30 September 2025.
• Discount to Historical Market Price: The offer price represents a substantial discount to last traded and historical VWAPs (e.g., 63.6% discount to last traded price of S\$0.022).
• Privatisation and Delisting: The Offeror intends to privatise Sen Yue and will not support any effort to lift the trading suspension. The company will be delisted if the free float drops below 10% or if the offeror achieves 90% control.
• No Listing of New Shares: Investors who accept the Securities Consideration will receive shares in an unlisted, private company, which may be illiquid and carry higher risks due to lack of transparency and corporate governance requirements.
• MAS Investigation and Funding Constraints: The ongoing regulatory investigation and trading suspension have severely hampered Sen Yue’s ability to access funding and capital markets.
• Offeror Structure: Cenvios Holdings was incorporated solely for this offer, is controlled by Mr Yap Meng Sing (the “Promoter”), and currently has only S\$1 in paid-up capital.
• Electing for Cash or Securities:
  • Shareholders must elect for either all-cash or all-securities for the shares held in a given form. Mixed elections are not permitted for the same holding type.
  • Shareholders failing to make an election will default to the cash consideration.
  • Those electing for Securities Consideration must comply with anti-money laundering requirements.
• Shareholder Structure and Concentration:
  • 87.98% of shares are already committed to the Offeror.
  • Key family relationships span across several holding companies (EMPL and 3H Supplies Pte. Ltd.), consolidating control.
• No Other Offers Expected: Given the high level of irrevocable acceptances, competing offers are considered unlikely.
• Financial Certainty: ZICO Capital confirms that Cenvios Holdings has sufficient financial resources for all cash acceptances (excluding the large block of shares committed to Securities Consideration).

Implications and Potential Price Sensitivity

• Immediate Realisation: For shareholders unable to exit due to the trading suspension, the cash offer provides a liquidity event, albeit at a discount to historical market prices.
• Delisting and Loss of Liquidity: The company will be delisted, meaning shareholders who do not accept the offer may find themselves holding illiquid, unlisted shares with no trading platform.
• Change in Shareholder Rights: Investors accepting Securities Consideration will become shareholders in a private company with fewer disclosure requirements, higher risk, and lack of an exit route.
• Potential Corporate Actions: The Offeror has not ruled out major strategic changes, spin-offs, or restructuring after privatisation, which could affect future value.
• Regulatory Risks: The outcome of the MAS investigation remains uncertain and could have further impact on the company’s operations and valuation.
• Risk Factors: No guarantee of future dividends or liquidity for new Cenvios Holdings shares, and the company will not be subject to SGX corporate governance standards.

Timeline and Next Steps

• The formal Offer Document will be sent to shareholders within 14 to 21 days from the announcement date.
• The offer will remain open for at least 28 days after the document is dispatched.
• Shareholders are advised to carefully consider the offer, particularly the risks associated with accepting unlisted shares as consideration.

Conclusion

This corporate action represents a significant development for Sen Yue Holdings Limited shareholders. It provides a rare exit opportunity for those locked in by the trading suspension, but at a material discount to historical prices. The high level of pre-commitment from major shareholders effectively guarantees the offer’s success and the company’s delisting and privatisation. Shareholders must weigh the certainty of a modest cash exit against the risks and illiquidity of holding unlisted shares in a private entity.

Shareholders are strongly encouraged to read the full Offer Document and consult their own financial advisers before making any election.

Disclaimer: This article is for informational purposes only and does not constitute an offer, solicitation, or recommendation to buy or sell any securities. Investors should consult their own professional advisers and read the official documents before making any investment decisions. The author and publisher accept no liability for any losses or damages arising from reliance on the information provided herein.

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