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volvo125 ( Date: 14-Aug-2025 17:01) Posted:
| No I don't, I just emailed the PR listed inside the announcement release. |
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Your calculation is right if based on 20% dilution and yes, the discount is 50% to NAV! I done the calculation too and I do not think why would the company give 50% discount to a handful of institutional investors and AIs to the detriment of existing holders? More probably explanation is since they are doing placement concurrently with YZJM distribution and the main YZJF will have 0% equity interest post the concurrent distribution and placement, they are obliged to seek shareholders approval since 0% from 100% has breached the threashold of more than 20% dilution. Do you have a com line established already with YZJF, perhpas can fire them the question lol.
volvo125 ( Date: 14-Aug-2025 16:49) Posted:
| xxxxxxx
as at the Latest Practicable Date, the Company envisages that based on an amount of up to S$250 million to be raised from the Proposed Placement, it will result in a percentage reduction of 20.0% or more of the Company&rsquo s equity interest in YZJ Maritime, under Rule 805(2)(b)
xxxxx
Haiz ..... i think my English really cannot make it. Regardless how I read the above, this 20% dilution is still attributed to the additional proposed placement $250m and the impact will result in YFM.
It still seems to me that the issuance of this $250m to the new shareholders will cause a 20% dilution to all the existing shareholders due to the final enlarged share base value (~$2B + $250m) = $2250m.
Just a quick crude workout. The post spin off original base is ~$2000m. If the new placement increase the value by $500m to $2500m, then the original group of shareholders will see their ownership become 2000/2500 = 80%, or their ownership are diluted by 20%.
However, the share placement is only $250m, not $500m, yet can impact a 20% dilution. So does it mean this mean this new shares are going to be issued at a steep 50% discount ?
I think I need to re-take my GCE O level English again to really interpret the above statement ....
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yup only known factor is minimum $250m worth of placement. Anyway if any of the resolution not passed, the other 2 resolutions will not pass too. They are inter contigent on each others.
pasttime ( Date: 14-Aug-2025 16:47) Posted:
i will reject resolution number 2 as no price is mentioned per share or even indication of the placement price caluclation. approving it is giving management blank cheque. what if the price is 1 cent. then how?
think they need to do more work and give a details. |
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Yes. Maciam semi IPO and this would have addressed Sng123' s ' concern' but for whatever reasons, he/she is no longer here. Perhaps finally give up on privatisation of YZJF. Just joking hor. On a more serious note, whatever dilution would be the conventional calculation, much depending on placement price vs NAV per share since there won' t be ' market' price before placement is completed. Our dilution is certain in term of percentage of holding as the placement will enlarge the share base. If the placement price is equal or more than NAV per share, then the placement is in fact accretive to existing share holders but I guess it wont happen, sure got discount.
pkli899 ( Date: 14-Aug-2025 15:33) Posted:
Concurrently!
Very bold move....at what price do they intend to place the new shares?
Tricky as well. |
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As per circular, placement supposed to be done ' concurrently' . This is in fact interesting because by then, the NAV of YZJM will be known [should be around $0.60 more or less] and the placement price in this instance, is kind of like IPO offer price. Whatever placement price it is, it show that institutional investors and AI are taking them up. If there is over allotment and the placement price is only 5% discount or no discount or even at a premium, that would bode well for YZJM. Just cross my mind too, could the previous AIs insiders who wanted to buy TS the same group/people who are now interested in the placement shares? Why YZJF already indicating $250m? Could it be there already indication of interested buyers?
pkli899 ( Date: 14-Aug-2025 15:15) Posted:
Spin off fastest will be Sep, after EGM.
No time frame for placement?
Probably shortly after listing of YZJM.
Is $250m the maximum they looking at?
How about the over allotment which was mentioned ? |
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It is currently intended that the YZJ Maritime Distribution and the Proposed Placement will take place concurrently with the Proposed Listing. Shareholders should note that the Placement Shares to be issued pursuant to the Proposed Placement will not affect their respective interests or entitlements under the YZJ Maritime Distribution. However, the proportionate shareholding interest of Shareholders in YZJ Maritime will ultimately be reduced, owing to the enlarged share capital of YZJ Maritime arising from the issuance of the Placement Shares in connection with the Proposed Placement. Shareholders should also note that the actual level of the dilution of their respective shareholding interest in YZJ Maritime will depend on, among other things, the Placement Price and the total number ofPlacement Shares to be issued in connection with the Proposed Placement. Rule 805(2)(b) of the Listing Manual requires an issuer to obtain the prior approval of shareholders in a general meeting if a principal subsidiary issues shares or convertible securities or options that will or may result in a percentage reduction of 20.0% or more of the issuer&rsquo s equity interest in the principal subsidiary, which is a subsidiary whose latest audited consolidated pre-tax profits (excluding the minority interest relating to that subsidiary) as compared with the latest audited pre-tax profits of the group (excluding minority interest relating to that subsidiary) accounts for 20.0% or more of such pretax profits of the group. In determining profits, exceptional and extraordinary items are to be excluded. The unaudited consolidated pre-tax profit of the Spin-off Group (excluding minority interests) for FY2024 was approximately S$197.8 million while the audited consolidated pre-tax profit of the Enlarged Group (excluding non-controlling interests) was S$373.1million. Accordingly, the Spin-off Group accounted for approximately 53.0% of the Enlarged Group&rsquo s pre-tax profit for FY2024 and hence is considered a principal subsidiary of the Company. Under the Proposed Placement, new shares in the capital of YZJ Maritime are proposed tobe issued. Although the relevant details of the Proposed Placement have not beendetermined presently, as at the Latest Practicable Date, the Company envisages that based on an amount of up to S$250 million to be raised from the Proposed Placement, it will result in a percentage reduction of 20.0% or more of the Company&rsquo s equity interest in YZJ Maritime, under Rule 805(2)(b) of the Listing Manual. Following the completion of the Proposed Capital Reduction and YZJ Maritime Distribution but prior to the completion of the Proposed Placement, the Company&rsquo s equity interest in YZJ Maritime will be reduced to 0%. Following completion of the Proposed Placement, the Company&rsquo s equity interest in YZJ Maritime is still expected to be 0% as none of the Placement Shares are expected to be issued to the Company. Accordingly, in addition to Shareholders&rsquo approval for the Proposed Spin-off, the Company is seeking Shareholders&rsquo approval for the Proposed Dilution at the EGM.
For the benefits of all long long holders. The above are relevant extracts [emphasis highlighted by me] from circular with regard to the supposed 20% dilution to YZJF and hence requiring shareholders approval for the placement. YZJM is a " principal subsidiary" as it contributed 53% of YF8&rsquo s 2024 pre-tax profit (SGD 197.8M of SGD 373.1M). Post-spin, YZJF&rsquo s stake in YZJM drops to 0% (since YZJM is fully distributed to shareholders). Thus, the placement technically dilutes YZJF&rsquo s interest from 0% to 0% [note: more than 20% so called ' dilution' , but SGX still requires approval because YZJM was a principal subsidiary.
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Haha yes it is confusing. A reading at pg 63 and 64 of the circular should help clear up the confusion. Basically YZJM is deemed a subsidiary of YZJF and YZJF needs shareholders approval since concurrently with the spin off, there is a private placement and the placement may reduce YZJF' s equity interest in YZJM by more than 20%. I do not think the dilution will be so much but the resolution is just a fail proof mechanism. Hopefully the placement is at a premium so there is no dilution!
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You are welcome. Just sharing to the best of my understanding and knowledge and personally I would be careful in what I share, to ensure factual and accuracy but may still be lacking in some aspects so I believe everyone of us will independently fact checks and won' t simply take what' s posted in forum as gospel truth or right interpretation of information. Just to add with regard to the dividend, I think if we continue to hold YZJF and YZJM post spin off, there is no issue as the dividend will be either payout by YZJF or split betwen the 2. I really don' t know lol.
pkli899 ( Date: 14-Aug-2025 08:56) Posted:
Thank you HVRRVH for your insight.
Overall, I' m happy with the development.
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Yes it can be frustrating though it should be mitigated by dividends, which effectively reduces the cost of holding over time, if hold long enough of course. Personally if the price drop enough, I will average down to further reduce holding cost. Of course, this is provided that we have the confidence in the company for long term. If not, we have to switch out.
stockwatch8877 ( Date: 14-Aug-2025 10:10) Posted:
| Everyone says Geo will hit 40c. So far, Geo not even pass 38c and above. Do not be like me who listened to the good news and bought at a high price. Shorties are around to control the stock. Good news cannot push up the price. Cannot go up to 38c and above. I am stuck with Geo. |
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Not bad lah price holding well. It' s long term for this counter. 4 times dividend payouts per year with earning visibility and growth plus big ang moh shows conviction with $1 warrant. Let' s stay along and accumulate to see how. Personally I have been buying at $0.31 - $0.35 levels.
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USD is dropping against all the rest of the world currencies so it is not helping Geo here. The profits could dissolved into thin air by the exact percentage of USD drop versus SGD/Indon Rupee. Perhaps that' s why Geo is holding back to pay 30% dividend and defer till full year results to hope that by then USD will appreciate. Having said all these, I think long term prospect remain intact for Geo. Will stay vested and if the price turn too weak, may be that' s the opportunities to accumulate.
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The effect of dilution on existing shareholder' s share holding depends on the issuing price. In thoery, there is no dilution if the placement shares are priced at NAV per share. In this scenario, even though the total sharebase increased thus our existing shares in term of percentage shrink simply due to more shares [while our shares didn' t increase], however, the money from the placement shares would add to NAV so in term of NAV per share, our existing shares will also ' get' the increased NAV per share so no dilution. If the placement price is below NAV, then there is real dilution for existing holders. The more discount of placement price, the more dilution. As for the 20% dilution you mentioned, there is no bearing because this dilution refer to the proposed deduction/reduced of YZJF' s capital. The deduction/reduction is due to transfering of certain assets to YZJM [the new spin off company] and the assets transfer, when materialised, would be more than 20%. In fact, we already have the figures, after spin off, YZJF' s net asset value will be about $2.09b and YZJM' s will be about $2b [versus total of about 4b now for the pre spin off combined entity i.e. YZJF]. With regard to placement, usually discount will be given so, it will be interesting because if the share price stay allevated or even exceed NAV, then the placement price could be above NAV too. On that note, the current share price is still some way from NAV. Also, now the NAV I also don' t know to use $1.17 or $1.11.
As for the 1H25 results. Yup, yoy increased but lost out to 2H24 which see eps of 5.36 cents, I think. Having said that, I think the spin off is the main show now. The maritime businesses as a segment of the combined entity, has gone up to current level of 60% in FY24 as far as total income is concerned, this is up from 0.8% and about 15% in 2022 and 2023 respectively [ref: pg 44 of the latest circular]. This show the tremendous growth potentials of YZJM. So with the listing NAV per share of about $0.63 [my estimation based on information in the circular but the placment price will affect NAV per share], best case scenario is market accord YZJM with share price higher than NAV. As for YZJF, with increasing scale down of China DI, the market may also view it more favourably if the other business segments start to show that they can bring in higher eps. In a nut shell, I am cautiously optimistic.
pkli899 ( Date: 13-Aug-2025 15:16) Posted:
A mixed result to me. Certain segments good, others so so only. Write back of allowances significantly pushed up the profit.
However, unfavourable RMB exchange rate was a damper. As a result, a surprise dropped in NAV.
Say if there is no spin off and 1st half performance is repeated in 2nd half the eventual dividend will not be able to match that of previous 3.45c.
My interpretation can be wrong and I certainly hope any expert can correct me.
As to the spin off, obtaining unanimous support is a foregone conclusion. 4th Sept EGM will just be a formality.
My only concern is the private placement to raise $250m. It is certainly going to dilute our shareholding.
I thought I came across somewhere in the announcement that mentioned something to the effect of 20% dilution. Again, I hope this is wrong too.
Another issue I would like to know is what are they going to do with 1st half profit?
Give it away as interim dividend just before spin off or split accordingly among the two entities?
If so, would the new units from placement entitled to this profit? In normal circumstances, placement shares are sold at a discount to entice investors.
It would not be fair, shares acquired at a discount, still get to enjoy profit earned prior to their acquisition.
The placement shares can be sold with the profit priced in. That way, there will not be any disadvantage to existing shareholders. |
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Chey. Lower interim dividend of $0.001 only!
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2 rounds of dividends already for FY24 and 1H25 at $0.0213 and $0.02 respectively. Just want steady dividends for this position and calendar year 2025 dividend yield came in at about 6%, not bad.
HVRRVH ( Date: 12-Mar-2025 17:30) Posted:
| Initiated position at $0.69 a couple of days back and added today at $0.70. Good steady dividend, strong balance sheet with high net cash. Looking forward to add more when price trend down on overall market weakness. |
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Good sign that price did not drift toward scrip price.
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Liu Hua will helm YZJF group post spin off as executive Chairman, the company will have a new CEO and CFO. It would be fantastic if post spin off YZJF can start trading at $0.55 with focus on providing good dividend yield to the investors. From the circular, it is clear that YZJF will continue to scale down on DI after spin off and shifting focus to private credit, fund investment and fund management, among others. Seeing old Ren' s track records, I would hold both entities for some time. Those who hold YZJS at $1 level have effectively tripled their investments in the past 5 years, with YZJS trading at $2+, gotten free YZJF shares 1 for 1 which trading now at $1+ not to mention all the dividends in the interim. In short 3 years, old Ren already demonstrated that he can scale up the maritime businesses by at least 200% so baring unforseen market event, it should be worthwhile to hold both entities for some time post spin off.
wehuattogether88 ( Date: 13-Aug-2025 10:45) Posted:
Just my thoughts: YZJF ex price might be magic 55 cents after its Maritime section get listed
Don know whether this is true? |
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Price actions within expectation. Not too bullish, afterall, the new entity post spin off is not exactly that big, NTA of $0.60 ++. The original YZJF post spin off will face stern test to defence its share price at NTA level, it would have earning level of about EPS $0.035 to $0.04 and a 10x PE will price it at $0.4 versus NTA of $0.54, a familiar case of trading below NTA. As for the new YZJM, it is much more positive, it will start off relatively small with NTA of $0.60 ++ but with fast growth potential. Market would probably accord it with more favourable PE and P/Book. Let' s see. Still very very early days.
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Still digesting all the spin off documents, more over, also need to digest 1H25 results documents. First of, in term of eps 1h25 results see an increase yoy but qoq it didn' t beat 2h24' s earning. NAV also declined to $1.11 but what stood out was that for the maritime businesses, FY24' s income was $54m but 1h25' s maritime income already hit $40m so spinning-off of maritime business should be a positive move. The spin off is 1 for 1 by way of distribution, 1 YZJF share will get 1 YZJ Maritime share. In term of post spin-off, the original YZJF will have NAV of $0.54 [using FY24 figure] and the new YZJ Maritime will have don' t know, because much depend on its proposed $250m or more placement. Having said so, if we substract $0.54 by $1.17, the new YZJM will have NAV of at least $0.63 theorectically. It is straightforward for YZJF as it current outstanding shares will remain the same but YZJM will see an over all increase of outstanding due to the minimum $250m placement. Additional shares from the placement will add to the existing shares and if the placement price is at NAV, then no issue, overall NAV will remain the same for all existing shareholders. However, placement sure got discount so existing shareholders will get diluted for YZJM shares holding. I think overall it is still positive seeing how the propsed YZJM' s income is already amounting to about 60% of the total income that comprised YZJF & YZJM assuming if spin off completed for FY24. Let' s see how the market read the data/information/illustration tomorrow.
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Yup. Either half of 3/4 to the nearest round. Won' t take all. If price come below $1.45 can buy out right if not happy with current holding size.
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Lowest xd price so far indeed was $1.55. Hope to see dividend scrip priced at below $1.45. Tomorrow should know. Let' s see.
HVRRVH ( Date: 15-Jul-2025 09:18) Posted:
| Nice. Even after xd the share price should stay above $1.55 at least. Hopefully FF Wong is generous and give bigger discount to scrip dividend price. 10% would be fantastic! |
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