Sen Yue gets SGX nod to delist as privatisation offer closes at 97.73%

[SINGAPORE] Waste management company Sen Yue has received regulatory approval to delist from the Singapore Exchange (SGX), after its privatisation offer closed with valid acceptances representing 97.73 per cent of its total shares.

In a bourse filing on Wednesday (Apr 15) evening, the Catalist-listed company noted that SGX had indicated on Apr 10 that it “has no objection to the in-principle approval for the delisting” upon completion of the compulsory acquisition of remaining shares.

All conditions attached to the approval have also been met, the company said.

The delisting follows a voluntary unconditional general offer launched on Feb 12 by Cenvios Holdings, a vehicle controlled by non-executive chairman Yap Meng Sing, who holds a 100 per cent stake in the offeror.

Cenvios is a newly incorporated private vehicle set up by Yap specifically to carry out the privatisation. Zico Capital acted as financial adviser to Cenvios on the offer.

Before the offer, Cenvios and its concert parties – including Yap Yao Hui, who is Yap Meng Sing’s son – collectively held around 1.76 billion shares or 54.24 per cent of Sen Yue.

The offer was made at S$0.008 a share, with shareholders given the option to receive either cash or one Cenvios share for each Sen Yue share tendered, also valued at S$0.008.

In an earlier filing, the offeror said the privatisation was driven by Sen Yue’s prolonged trading suspension and regulatory overhang, which have constrained its access to funding and borrowing capacity, in turn limiting its ability to pursue growth opportunities and meet operational and capital needs.

Trading in Sen Yue shares has been suspended since May 4, 2020, when the company requested a halt to address a letter of demand served on a subsidiary, as well as internal disagreements over receivables amid a board dispute.

The stock had been suspended for nearly six years by the time the offer was launched.

Delisting date to be announced

A separate disclosure showed that Yap Meng Sing’s deemed interest in Sen Yue, held through Cenvios, rose to 3.16 billion shares, or 97.73 per cent of the total share count of 3.23 billion shares, after the close of the offer on Tuesday.

This compares with a deemed interest of 89.89 per cent as at Mar 6, when the offer had already crossed the 75 per cent acceptance threshold required to trigger compulsory acquisition rights.

The acceptances include shares tendered by undertaking shareholders, representing about 87.98 per cent of total shares, as well as 377,000 shares tendered by Yap Yao Hui, who is also a concert party of the offeror.

Having crossed the 90 per cent threshold, Cenvios is entitled to exercise compulsory acquisition of the remaining shares under Section 215(1) of the Companies Act on the same terms as the offer.

The company has said that it does not intend to preserve Sen Yue’s listing status, and that upon completion of the compulsory acquisition, Sen Yue will become a wholly owned subsidiary of Cenvios.

The actual delisting date will be announced two business days before it takes effect.

RHT Capital was appointed as an independent financial adviser to Sen Yue in connection with the offer. The offer was sponsored by SAC Capital.

Shares of Sen Yue last traded at S$0.022 before the suspension.