Highlight CMOG to assume Ideal Jacobs listing, eyes oil & gas, power biz

by **Cals** Mon 18 Aug 2014, 22:23

Highlight CMOG to assume Ideal Jacobs listing, eyes oil & gas, power biz

Business & Markets 2014

Written by Jonathan Gan of theedgemalaysia.com

Monday, 18 August 2014 15:19

KUALA LUMPUR (Aug 18): Ideal Jacobs Corp Bhd has signed a master restructuring agreement with CMOG Group Sdn Bhd to facilitate the reverse takeover (RTO) of the former.

In a statement today, labeling specialist Ideal Jacobs said under the agreement, the entire issued share capital of the company would be exchanged for new shares in CMOG.

CMOG is the special purpose vehicle to undertake the RTO and assume the listing status of Ideal Jacobs. CMOG will, subsequently, focus on oil and gas (O&G) operations.

The master restructuring agreement involves the exchange of the entire issued and paid-up capital of Ideal Jacobs comprising up to 138 million shares for a similar number of new CMOG shares, and 69 million free warrants in the latter.

"Upon completion of the proposed RTO, all existing shareholders of Ideal Jacobs will be shareholders of CMOG and the listing status of Ideal Jacobs will be transferred to CMOG, which will enable CMOG to be admitted to the ACE Market of Bursa Malaysia Securities Bhd.

"To allow the new structure under CMOG to focus solely on the O&G businesses, CMOG and Ideal Jacobs Holdings Sdn Bhd have entered into an agreement for a management buy-out of the entire equity interest of Ideal Jacobs for a cash consideration of RM19.5 million," Ideal Jacobs said.

The current management of Ideal Jacobs headed by Andrew C. Jacobs and Ben B. Meng, has proposed to acquire the entire equity interest in existing entities under the group. The existing units specialise in businesses like labeling solutions and telecommunication components.

Jacobs is the executive chairman of Ideal Jacobs while Meng is the chief executive officer and managing director.

In conjunction with the RTO, CMOG has entered into conditional share acquisition agreements with the vendors of Cekap Technical Services Sdn Bhd and MECIP Global Engineers Sdn Bhd to acquire the stakes in both O&G firms for RM129 million.

The all-share deal will see CMOG issuing 516 million new CMOG shares at 25 sen each to the vendors.

The vendors of Cekap Technical Services are Md Nazir Md Kassim and Sofiyan Yahya. MECIP’s vendors comprise Ahmad Nazari Ashari, Mohd Nor Abd Basar, Nor Hanani Muhamad and MECIP (M) Sdn Bhd.

"In conjunction with the proposed RTO, CMOG will undertake a fund-raising exercise via issuance of new shares to identified investors. The company has proposed to undertake an issuance of up to 32 million new CMOG shares to identified investors at an issue price of RM0.25 per CMOG share.

"To meet the public shareholding spread requirement for CMOG, the vendors of Cekap Technical Services and MECIP will undertake an offer for sale of their shares on a pro-rata basis of up to 114 million CMOG shares at an offer price of RM0.25 per share to identified investors," Ideal Jacobs said.

The existing management of Ideal Jacobs under Jacobs and Meng believes the corporate exercise made commercial sense.

Jacobs said shareholders stood to benefit from the revamp, which would turn the company into an O&G entity.

“It is time for a change, which we feel will be best for our shareholders and the company itself and we are very happy to have MECIP and Cekap teams taking over the stewardship,” Jacobs said in his speech at the signing ceremony today.

Meanwhile, Sofiyan said CMOG, which would assume the listing status of Ideal Jacobs, would add value to the group.

“CMOG Group will greatly increase our value in terms of services and delivery capabilities, so much so that it is a quantum leap beyond our current business-as-usual,” he said.

Yahya also said the company could venture into the power business. “At the moment our focus is on Ideal Jacobs and the process we’re going to go through with them,” said Yahya.

Trading of Ideal Jacobs shares has been suspended since last Thursday (August 14) in conjunction with the announcement on the corporate exercise.

The stock closed at 72 sen last Wednesday.