PROCURRI&rsquo S board said that its placement price of S$0.30 per share &ndash despite it being a 26.8 per cent discount to the counter&rsquo s last traded price of S$0.41 &ndash was reflective of the pricing appetite for the placement shares and in the best interests of the company.

 

The board added, in its response to shareholders&rsquo questions on Friday (Jan 6), that the pricing had taken into account current market conditions, historical trading volumes of Procurri&rsquo s shares and the company&rsquo s goals to restore public float.

 

Given that the key objective of the placement was to restore public float, Procurri&rsquo s directors believe that the pricing of S$0.30 per share would not be &ldquo prejudicial to the interest of its minority shareholders&rdquo as it would represent an optimum chance of completing the placement.

 

Further, it noted that the placement price of S$0.30 per share represents a premium of about 53.8 per cent over the net asset value per share of S$0.195 as at Dec 31, 2021.

 

Even though Rule 811 of the listing manual mandates that new issuances must not be priced at a more than 10 per cent discount to the weighted average price for trades on the counter&rsquo s last trading day, the rule will not apply if specific shareholders approve of the issuance.

 

These responses come ahead of the company&rsquo s extraordinary general meeting to be held on Jan 11, which will allow shareholders to vote on the placement issue via electronic means.

 

Responding to a question on why the new placement would not be available to existing shareholders, Procurri said that having a rights issue or preferential offering instead would not advance the company&rsquo s objective of restoring its free float.

 

The new placement would instead be offered to at least 264 qualifying persons who are not currently shareholders, it added.

 

In a circular on Dec 27, Procurri&rsquo s directors recommended shareholders vote in favour of the resolutions, which would see the company issue and allot up to 21 million new shares under the placement exercise.

 

Procurri&rsquo s shares have been suspended since Jul 4, 2022 after DeClout secured acceptances representing 46.95 per cent of the total number of shares. Following which, the group and its concert parties owned or controlled some 97.34 per cent of Procurri&rsquo s issued shares, resulting in the loss of public float.

IT SOLUTIONS provider Procurri Corporation on Thursday (Jun 16) announced changes to its board of directors effective Jun 15, including the cessation of its non-independent non-executive director Loke Wai San.

 

Loke, who is founder and managing director of private equity fund adviser NovoTellus Capital Partners, resigned after Novo Tellus PE Fund 2 tendered all of its shares in acceptance of DeClout&rsquo s mandatory cash offer for Procurri.

 

It resigned its nominated director &ldquo to facilitate appropriate shareholder representation and governance for the company&rdquo .

 

In May, Procurri received a mandatory cash offer from technology incubator DeClout for S$0.425 per share in cash, after the latter purchased 3.9 million shares in the company through a married deal and triggered a need for a compliance offer.

 

Loke will also resign as a member of the company&rsquo s audit committee, nominating committee, remuneration committee and strategy committee. His alternate director Keith Toh will also be resigning.

 

Procurri also said its executive chairman Thomas Sean Murphy will be resigning from the role, although he will continue to be group chief executive officer (CEO) and executive director of the company.

 

Additionally, the company has appointed Wong Kok Khun and Lwi Tong Boon as non-independent non-executive directors to its board.

 

Wong, who is group CEO and a director of DeClout, will take on the role of non-executive chairman in Murphy&rsquo s stead, as well as join the audit, nominating, remuneration and strategy committees.

 

Meanwhile, Lwi is the chief corporate development officer of DeClout.

 

In June, DeClout further raised its stake in Procurri by purchasing some 58 million shares through married trades and open market purchases, bringing its resultant shareholding in Procurri to 92.53 per cent.

 

DeClout had earlier said it intends to maintain the listing status of Procurri following its mandatory general offer, and does not plan to exercise any rights of compulsory acquisition.

 

DeClout, however, will have the right to re-evaluate its position, including its right of compulsory acquisition, if Procurri does not meet the free float requirement by the close of the offer on Jul 1. As at Jun 10, the percentage of Procurri shares held by the public was 7.5 per cent, falling below the requisite 10 per cent.

 

THE mandatory cash offer for Procurri : BVQ 0%at S$0.425 per share has garnered valid acceptances for some 124.4 million shares, representing about 42.1 per cent of total issued shares in the IT solutions provider as at Jun 10, 2022.

 

According to a bourse filing on Monday (Jun 13), offeror DeClout further raised its stake in Procurri by purchasing some 58 million shares, or a 19.63 per cent equity in Procurri, through married trades and open market purchases.

 

This brings the technology incubator&rsquo s resultant shareholding in Procurri to 92.53 per cent.

 

Prior to the mandatory cash offer announcement date on May 20, DeClout and its concert parties had collectively owned Procurri shares representing a 30.8 per cent equity stake in the company.

 

DeClout previously announced it intends to maintain the listing status of Procurri following the offer, and does not currently plan to exercise any rights of compulsory acquisition.

 

UOB is the financial adviser to the offeror in connection with DeClout&rsquo s mandatory cash offer.

 

Private equity firm Novo Tellus last year made a partial offer for 27.9 per cent of Procurri&rsquo s shares at the final price of S$0.365 apiece, noting that Procurri requires &ldquo significant strategic investment to grow long-term share value&rdquo .

 

However, the plan fell through after Novo Tellus received valid acceptances that brought its shareholding to just 37.37 per cent. It also failed to receive 50 per cent of independent shareholder votes in favour of the offer.