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YZJFH - potentially rewarding
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HVRRVH
Elite |
14-Aug-2025 15:45
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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.
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pkli899
Supreme |
14-Aug-2025 15:33
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Concurrently! Very bold move....at what price do they intend to place the new shares? Tricky as well. |
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HVRRVH
Elite |
14-Aug-2025 15:31
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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?
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HVRRVH
Elite |
14-Aug-2025 15:26
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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. |
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pkli899
Supreme |
14-Aug-2025 15:15
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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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HVRRVH
Elite |
14-Aug-2025 12:26
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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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volvo125
Master |
14-Aug-2025 11:29
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There is a confusion here. I saw the 20% dilution statement appearing in the clause "resulting from the proposed placement " I was thinking this 20% dilution impact is attributed to the additional $250m shares placement post spin off, and not referring to YFH/YMD capital reduction exercise. I read and had the interpretation that the $250m shares will be placed out to AI and Institution Investors with a 20% dilution impact, meaning YMD is going to issue $250m worth of shares to these groups of "sophisticated" investors at a steep ~38% discount (re-worked back to effect a 20% dilution impact). So my reading and interpretation was wrong ... I had a scare seeing a 20% dilution ... ha ha.
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HVRRVH
Elite |
14-Aug-2025 10:22
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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.
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ysh2006
Supreme |
14-Aug-2025 10:17
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So the maritime price will be about $6.5 ?.....am I correct .?
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tch77_pt75
Veteran |
14-Aug-2025 08:58
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If the management do it right, a fund that has about $150m can also has a share/unit price of S$2.5, which YZJFH currently has about $4b 😃 | ||||
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pkli899
Supreme |
14-Aug-2025 08:56
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Thank you HVRRVH for your insight. Overall, I' m happy with the development. |
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pasttime
Supreme |
14-Aug-2025 08:31
Yells: "gold silver are real money. not others iou." |
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in fashion now. to issue low interest rate convertible bond. like 1% interest bond can convert at 1.20% of nta. in that wat buyer has a guarantee of their capital with some interest. but an up side when price go past 1.2 of nta. some houses will be interested as they can then package call warrant with these cb etc. go check with your contacts. more acceptable to current shareholders. they provide money for growth so help to grow faster and get rewarded for it. current share holders no lost as the extra growth will not be there without the extra money. |
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HVRRVH
Elite |
13-Aug-2025 22:08
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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.
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pkli899
Supreme |
13-Aug-2025 15:16
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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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tch77_pt75
Veteran |
13-Aug-2025 12:46
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Certain fund size at S$150m, the share/unit price is already at around $2.5.
Just do the extrapolation and you will know 😃
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ysh2006
Supreme |
13-Aug-2025 12:33
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Also any guess on it Marinetime shares once open ?
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tch77_pt75
Veteran |
13-Aug-2025 12:28
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The profit is almost 3 times higher than iFAST. If YZJFH mirrors what iFAST is doing, it can be around $30 per share too?
Just my personal view 😂
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Joelton
Supreme |
13-Aug-2025 11:46
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YZJ Maritime to raise up to S$250 million through the placement of new shares
YZJ Maritime shares will be distributed to existing Yangzijiang Financial shareholders via a capital reduction
[SINGAPORE] YZJ Maritime Development, the proposed spin-off from Yangzijiang Financial Holding : YF8 +1.54%, intends to raise up to S$250 million through the placement of new shares to accredited investors and institutional investors.
YZJ Maritime, which is the maritime investment segment of the legacy company, also intends to grant an over-allotment option to investors, subject to regulatory approval and market conditions.
The YZJ Maritime shares will be distributed to existing Yangzijiang Financial shareholders via a capital reduction. No payment will be required from entitled shareholders for the YZJ Maritime distribution.
YZJ Maritime was incorporated on Apr 28 this year, at an issued and paid-up share capital of US$100, comprising 100 ordinary shares issued at US$1 per share.
This subsidiary currently serves as a holding company of YZJ Financial, and the group presently owns the entire share capital in YZJ Maritime.
Yangzijiang Financial said in a bourse filing on Tuesday (Aug 12) that the spin-off will, among other things, promote financial independence and direct access to capital markets for the proposed company, and allow it greater investment flexibility.
&ldquo As a pure-play maritime development company, it is anticipated that YZJ Maritime will enhance market valuation through sharper capital allocation, tighter strategic focus, and improved operational efficiency,&rdquo said Yangzijiang Financial.
The completion of the proposed spin-off is subject to shareholder&rsquo s approval at an extraordinary general meeting on Sep 4.
Following the group restructuring exercise, the book value and net tangible assets value attributable to equity holders of YZJ Maritime is expected to be approximately S$2 billion.
Yangzijiang Financial&rsquo s executive chairman and chief executive officer Ren Yuanlin will lead the spin-off group.
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Joelton
Supreme |
13-Aug-2025 11:45
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Yangzijiang Financial H1 net profit up 28% at S$137.7 million
The higher earnings come on the back of reversal of credit loss allowances and higher contributions from maritime joint ventures
[SINGAPORE] Yangzijiang Financial Holding posted a 28 per cent rise in net profit to S$137.7 million for its first half ended Jun 30, from S$107.4 million in the previous corresponding period.
This was largely driven by the reversal of credit loss allowances higher contributions from maritime joint ventures and net foreign exchange gains, the investment management company said in a bourse filing on Tuesday (Aug 12).
Earnings per share stood at S$0.0396 for the half-year, up from S$0.0304 in the year-ago period.
Total income for H1 fell 23 per cent to S$123.6 million, from S$161.4 million, primarily due to lower interest income as a result of a pre-planned reduction in China debt exposure.
This was partially offset by stronger contributions from maritime investments and Singapore-based private credit and cash management funds, the company said.
No dividend was declared for the half-year, same as the year before.
Over the next 12 months, the company said it will focus on advancing the proposed spinoff listing of its maritime investment business.
Ren Yuanlin, chief executive and executive chairman of Yangzijiang Financial, said the spinoff is a &ldquo timely move&rdquo to streamline its structure and sharpen strategic focus.
Following the spinoff, the remaining group will continue to develop its core investment management and fund management segments, it said.
In the near term, it will improve liquidity through the divestment of underperforming onshore assets, particularly in China real estate debt, while corresponding proceeds will be redeployed towards a more balanced domestic-offshore investment mix.
In the longer term, the company plans to deepen its presence in South-east Asia through debt investments in Indonesia, Vietnam, Malaysia and the Philippines.
The company is also boosting its fund management capabilities in Singapore, which includes applying for a capital markets services licence.
Total assets under management stood at S$4 billion as at Jun 30, 2025, from S$4.2 billion as at Dec 31, 2024, as the company continued its portfolio reallocation strategy to focus on fund management in South-east Asia and maritime investments.
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HVRRVH
Elite |
13-Aug-2025 11:13
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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.
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