Helyon Pte. Ltd. to Launch Mandatory Cash Offer for Green Build Technology Limited: What Investors Need to Know

Key Highlights of the Announcement

• Proposed Subscription: Helyon Pte. Ltd. (the “Offeror”), a wholly-owned subsidiary of Haciendas Management Pte. Ltd., has entered into a subscription agreement with Green Build Technology Limited to subscribe for:
  • 600,000,000 new ordinary shares at S\$0.016 per share, amounting to S\$9.6 million in aggregate;
  • 360,000,000 free, non-listed, non-transferable warrants, each exercisable into one new share at S\$0.020 per share.
• Post-Subscription Shareholding: Upon completion, Helyon will hold approximately 63.68% of the enlarged share capital, making it the controlling shareholder of Green Build Technology Limited.
• Mandatory Cash Offer: Subject to fulfilment of certain pre-conditions, Helyon will make a mandatory unconditional cash offer for all remaining shares it does not own, at S\$0.016 per share in cash. This price is final and will not be revised.
• Offer Terms: The offer is unconditional, and the Offeror intends to acquire all shares not already owned by it and its concert parties, subject to the terms and conditions outlined in the formal offer document.
• Shareholder Approvals and SGX-ST Requirements: The subscription and the offer are subject to shareholder and regulatory approvals, including from the SGX-ST and the Company’s shareholders at an Extraordinary General Meeting.

Detailed Information for Shareholders

1. Subscription Details and Dilution Impact

The issue of 600,000,000 new shares at S\$0.016 each, plus 360,000,000 warrants (exercisable at S\$0.020), will significantly dilute existing shareholders. After completion, Helyon will control the majority of the company, with current shareholders’ collective stake dropping to around 36.32%. This is a critical dilution event and is highly price sensitive.

2. Offer Price and Market Comparison

• The offer price of S\$0.016 per share represents a 20% discount to the last traded price (S\$0.020) before the announcement, and even larger discounts to the 3, 6, and 12-month VWAPs (up to 52.52% discount).
• Shareholders should note the offer is at a substantial discount to recent market prices, which could have a negative impact on share values if accepted broadly.

3. Pre-Conditions and Timeline

Completion of the subscription and subsequent cash offer is subject to several pre-conditions, including:

• Proof of funds from Helyon;
• SGX-ST approvals for the issue and listing of new shares and warrants;
• Approval from Green Build’s shareholders at an EGM;
• No material adverse change in the company’s financial position prior to completion;
• Completion must occur within 60 days from the agreement date, unless extended by mutual agreement.

If pre-conditions are not met by the long-stop date, the deal will lapse without further recourse between the parties.

4. Impact on Listing Status and Compulsory Acquisition

• If Helyon acquires more than 90% of the shares, SGX-ST may suspend trading in Green Build shares, and the company may be delisted unless public float is restored to at least 10% within three months.
• Currently, Helyon intends to maintain the listing, but there is no guarantee this will occur. If delisted, minority shareholders could be forced out at the offer price, which is well below recent market prices.
• Helyon does not currently plan to exercise compulsory acquisition rights if it crosses the 90% threshold, but this could change.
• If Helyon crosses the 90% threshold, dissenting shareholders have the right to require Helyon to buy their shares at the offer price.

5. Absence of Employee Share Options

There are no outstanding employee share options, so no separate offer for options will be made.

6. Disclosure and Dealings

• As of the announcement, neither Helyon, its director, Haciendas, nor its director own any shares or have entered into any relevant security arrangements other than this proposed subscription.
• All substantial shareholders and associates are reminded of their obligation to disclose dealings in the shares.

7. Company Background

• Green Build Technology Limited: Listed on SGX Mainboard, engaged in sustainable development projects (estate refurbishment, hotel management, and consultancy).
• Share capital: S\$27.1 million, 342,259,462 shares in issue, no treasury shares.
• Directors: Ho Shian Ching, Tang Chun Meng, Li Mingyang, Chan Mang Ghoon.

Potential Share Price Impact and Key Risks

• Significant Dilution: Existing shareholders face a major dilution of their holdings and control as a result of the new share issue to Helyon.
• Offer Price Discount: The offer is at a deep discount to recent market prices, which may pressure the share price towards the offer price level.
• Delisting Risk: If public float falls below 10%, shares may be suspended and the company delisted. Minority investors may be forced to accept the offer price.
• Uncertainty: The deal is subject to several pre-conditions, and there is no certainty it will proceed or that the offer will be made.
• No Further Price Revision: The offer price is final and will not be increased, meaning there is no upside for shareholders who hold out for a better offer.

Important Notes for Investors

• Shareholders are strongly advised to seek independent professional advice before taking any action.
• There is no certainty that the offer will be made; caution is warranted in trading the shares pending further announcements.
• Further details will be provided in the formal offer document to be sent to shareholders if the offer proceeds.

Disclaimer

This article is for informational and news reporting purposes only and does not constitute investment advice. All forward-looking statements are subject to risks and uncertainties. Investors should consult their financial advisers before making any investment decisions. The reporter and publisher accept no liability for any losses incurred from reliance on the information contained herein.

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