Ranhill tries to list again, the RTO way

by **Cals** Thu 27 Mar 2014, 08:23

[size=33]Ranhill tries to list again, the RTO way[/size]

Posted on 27 March 2014 - 05:37am

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[size=14]PETALING JAYA: Ranhill Energy and Resources Bhd, which was fined for failing to disclose material information to the Securities Commission (SC) en route to its planned listing last year, is now planning a reverse takeover of Symphony House Bhd, a business process outsourcing (BPO) company, in an effort to list the company.

The exercise will see Symphony issuing new shares to Ranhill Energy, post a share consolidation exercise of every 10 existing 10 sen shares into one RM1 share. The new issuance will be priced at RM1.50 a piece.

Symphony's shares which have been suspended since March 21, 2014 pending a material announcement, closed at 13.5 sen on the last day of trading.

Part of the deal is also a management buy-out by Symphony's chairman and group CEO Tan Sri Azman Yahya and Abdul Hamid Sheikh Mohamed of all Symphony's subsidiaries for RM60 million.

Symphony said this was to focus the company in the three areas of businesses of Ranhill Energy group, water, power and oil and gas.

"The proposed acquisition aims to provide existing shareholders of Symphony with an opportunity to benefit from Ranhill group of companies' growth potential in the water, power and oil and gas businesses.

"Symphony's shareholders are expected to benefit from Ranhill group of companies' experience in the energy and environment sectors, and its reliable cashflow from its contracts and concessions," Symphony said in a statement issued separately yesterday.

Upon completion of the corporate exercise, Azman will continue as chairman of Symphony. Azman has volunteered to a share moratorium, which prohibits him from selling his shares for three years.

Ranhill Energy, its shareholders and its persons acting in concert intend to seek an exemption from having to undertake a mandatory take-over offer for the remaining Symphony shares not already owned by them upon completion of the proposed acquisition.

According to Symphony's announcement to Bursa Malaysia should the exercise fail to obtain all approvals from the relevant regulatory authorities for reasons not attributable to the fault of Symphony, Ranhill Energy will bear half of the fees and expenses incurred by the principal adviser, legal advisers, reporting accountant, independent adviser and independent market researcher appointed to advise Symphony on the proposal.

Symphony plans to undertake a public offering of new Symphony shares and a renounceable rights issue on the basis of one new Symphony share for every existing one Symphony share held.

It will use the funds raised from the proposed offering for, among others, paring down debts, business expansion, working capital as well as to disburse expenses related to the proposal.

There will also be an offer for sale of Symphony shares by certain shareholders of Ranhill Energy.
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