Total purchase consideration of about S$5.5 million is not materially different from the one announced in April 2020

BEST World International has raised its stake in British beauty company Pedal Pulses to 59.9 per cent from 50 per cent.

 

In a bourse announcement on Tuesday (Jul 23), the company announced that it has entered into a sales and purchase agreement with Pedal Pulses&rsquo shareholder Ian Richardson, for 116 shares at £ 0.01 each. The total purchase consideration of about S$5.5 million is subject to the terms and conditions of the agreement, which is not materially different from the one announced in April 2020.

 

Best World had entered a deed of variation to amend the original put and call option agreement with Pedal Pulses, Richardson and Margaret Dabbs. The original put and call option in the April 2020 announcement would allow Richardson and Dabbs to sell any amount of their remaining shares.

 

The option price would be computed based on 13.7 times of the target group&rsquo s earnings before interest, tax, depreciation and amortisation, plus net cash, then divided by the total number of shares in issue at the date of the exercise of the put and call option.

 

Pedal Pulses comprises Margaret Dabbs London &ndash which provides beauty product for feet, legs and hands &ndash and a portfolio of Margaret Dabbs London Clinics in the UK and internationally, which provide podiatry and beauty services.

Evolve Capital Advisory pegs the estimated value of each Best World share at between S$1.36 and S$2.69

 

THE exit offer by has been deemed &ldquo fair and reasonable&rdquo by an independent financial adviser, said an offer circular filed on Monday (Jun 24).

 

The adviser, Evolve Capital Advisory, has thus recommended through the board&rsquo s independent directors that shareholders vote in favour of the selective capital reduction.

 

Best World made an exit offer by way of a selective capital reduction in April in a move to delist the personal-care products company, raising the price to S$2.56 a share in cash in late May &ndash up from S$2.50 previously. It also said it had no intention to revise the offer price.

 

The final exit offer price is a premium to the historical trading price of the shares in the six months up to the last undisturbed trading day, when the share price ranged from S$1.60 to S$1.83. It is also a premium to the adjusted net asset value per share of S$1.36.

 

According to Evolve Capital Advisory&rsquo s computations, the estimated value of each Best World share ranges between S$1.36 and S$2.69. Given that the final exit offer price is within the fourth quartile of this range, the offer is thus deemed &ldquo fair&rdquo .

 

The probability of receiving competing offers is low, Evolve Capital Advisory noted, so the exit offer thus gives an opportunity to eligible shareholders, who may find it difficult to exit their investment at a fair market price because of the counter&rsquo s low trading liquidity.

Subject to shareholders&rsquo approval at an extraordinary general meeting and the High Court&rsquo s approval of the exit offer, some 150.1 million shares of eligible shareholders, excluding the major shareholders who are involved in the business, will be scrapped.

 

This will reduce Best World shares by about 34.9 per cent to 280.3 million.

Company decided on the move after a review of its most recent financial and cash position

 

BEST World International : CGN 0% said on Friday (May 24) that it will raise its exit offer price to S$2.56 per share in cash, up from S$2.50 previously, and it does not intend to revise the final exit offer price.

 

The company said in a bourse filing that it decided to increase the exit offer price following a review of its most recent financial and cash position.

 

&ldquo The company is of the view that the final exit offer price reinforces the compelling exit opportunity for eligible shareholders, to realise their entire investment in cash at an attractive premium over historical traded prices of the shares up to the last undisturbed trading day amid low trading liquidity and ongoing market volatility, without incurring brokerage and other trading costs,&rdquo it said.

 

The final exit offer price is a premium to the historical trading price of the shares in the six months up to the last undisturbed trading day, which ranged from S$1.60 to S$1.83. It is also a premium to the adjusted net asset value per share of S$1.36.

 

Best World announced last month its exit offer by way of a selective capital reduction as it seeks to delist the company.

 

Some 150.1 million shares of eligible shareholders, excluding the company&rsquo s major shareholders who are involved with the business, will be cancelled, subject to these shareholders&rsquo approval at an extraordinary general meeting and the High Court&rsquo s approval of the exit offer. This will reduce the company&rsquo s shares by about 34.9 per cent to 280.3 million.

 

&ldquo The company believes a privatisation of the company will provide the necessary flexibility to optimise its resources to focus on the longer-term strategies of the business,&rdquo it said in April.

 

Best World added that it has no present need for access to the Singapore capital markets and has not carried out any corporate exercise to raise cash funding on the SGX in the past 10 years.