PETALING JAYA: Mohamad Shu’if Haji Mohamad Hussain, a Bruneian entrepreneur, will emerge as the new substantial shareholder of Scomi Group Bhd via his undertaking of the excess shares of the company’s proposed rights issue.
Shu’if will be participating in the exercise via his Hong Kong based vehicle, Sharp Ascend Ltd (SAL), which he is the sole shareholder.
The completion of the rights issue will see Shu’if having between 14% and 15% of Scomi Group.
Shuif is known in corporate circles as an investor for the royal family of Brunei.
He has investment expertise in the leisure, hospitality and real estate sectors. He has been an investment professional advising the Brunei family since 2004.
He is also the chairman and chief executive officer of the Strategic Iconic Assets Heritage Acquisition Fund (Siahaf) since 2009. The other principal sponsor of the fund is Johnny Sandelson, a British businessman.
Siahaf specialises in making investments in British real estate with significant historic, iconic or culturally important attributes.
Over the past few years, he appeared to be making joint investments with Malaysian public listed companies.
In 2014, Siahaf had co-invested with Eastern & Oriental Bhd for the acquisition and development of Esca House in the UK.
Earlier this year, SAL joined forces with Enra Group Bhd to acquire a UK property for some RM18.8mil.
In the case of Scomi Group, Shu’if will be putting up an advance of RM20mil to the company as his commitment to take up the excess shares and warrants of the rights issue exercise.
Meanwhile, IJM Corp Bhd , a major shareholder of Scomi Group with a 21.39% stake, has also agreed to subscribe in full, for its entitlement under the proposed rights issue exercise.
IJM’s portion will amount to some RM32mil. It also irrevocably and unconditionally warranted that IJM’s shareholding in Scomi Group would not fall below its current shareholding.
In a filing with Bursa Malaysia on Monday, Scomi Group had proposed a wide-ranging corporate exercise, which included a share capital reduction, renounceable rights issue sweetened by free warrants and settlement of liabilities.
The rights issue exercise will see Scomi Group raise between RM75.59mil to RM214mil. The minimum scenario of RM75.59mil can be achieved via the undertaking of IJM, SAL and Scomi’s chief executive officer Sammy Tse Kwok Fai.
As of May 23, 2018, being the latest practicable date prior to the announcement, Scomi’s issued share capital was RM224.96mil comprising 1.03 billion shares.
Firstly, there will be a proposed share capital reduction, which entails the reduction of the issued share capital of the company from RM224.96mil to RM40mil.
There will also be a share consolidation on the basis of four shares to consolidate into one share prior the rights issue.
This will be followed by the cash call, which involves issuing up to 1.19 billion rights shares with free warrant C of up to 396.30 million units. For every three rights shares subscribed, shareholders will be given a free warrant C.
The rights issue has been priced at 18 sen per share.
As both SAL and Tse do not have shares in Scomi as of the date of the announcement, they have confirmed and declared their intentions to acquire shares in Scomi and become a shareholder after this announcement.
For this, SAL will also be providing a payment of RM20mil as advances to Scomi Group while Tse has provided RM3mil.
SAL was incorporated and registered in Hong Kong on April 2, 2015 as a private limited company.
The registered office is at 11/F Johnson Industrial Mansion, 340 Kwun Tong Road, Kowloon, Hong Kong. SAL is an investment holding company.
The issued share capital is HKD1 comprising one ordinary share in SAL.
SAL is in the process of increasing its share capital to fulfil SAL’s entitlement and excess undertaking.The shareholder of SAL is Shu’if, while the directors of SAL are Chan Siu Shan, Sam, Sit Lai Ha and Shu’if.