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RE&S shareholders present at the group’s scheme meeting agreed to a proposed acquisition by Relish Investments that would take the company private, said the food services group on Thursday (Aug 15).
Relish Investments is owned by Euphoria Investments, a special-purpose vehicle that is an indirect wholly owned subsidiary of a fund managed by Southern Capital Group, a Singapore-headquartered private equity firm.
Shareholders who accept the privatisation offer, which is made by way of a scheme of arrangement, can either opt for a cash payout of S$0.36 a share, or a combination of S$0.33 a share in cash and 0.083143 new share in the special-purpose vehicle.
The scheme meeting, which was held on Thursday at 10 am, had over 329.9 million shares represented. Excluding treasury shares, the group has 353.8 million issued and paid-up shares, based on its FY2023 annual report.
In total, 99.98 per cent of the represented shares, held by 49 present shareholders, voted in favour of the scheme. Ten shareholders holding 0.02 per cent, or 60,300, of the represented shares voted against the scheme.
RE&S said it will next be submitting its application to the court for the sanction of the scheme.
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Subject to the court order and the satisfaction (or waiver, where applicable) of all the scheme conditions, the scheme will become effective and binding upon the lodgement of the court order with the Accounting and Corporate Regulatory Authority of Singapore, said the group.
The expected date of the hearing is on or around Aug 29, and the last day of trading for RE&S shares is likely to be on or around Aug 30.
The payment of the scheme consideration is expected to be on or around Oct 18, and shares will be delisted a few days after, subject to Singapore Exchange approval.
RE&S operates Japanese food and beverage outlets in Singapore and Malaysia, including popular brands such as Yakiniku-Go, Ichiban Boshi, Kuriya Japanese Market and Gokoku.
When the proposed privatisation was announced, RE&S said the offer represented a 56.5 per cent premium to the last traded price of S$0.23 or 50 per cent premium to the three-month volume-weighted average price up to the last traded day.
It also represents a 45.2 per cent premium to the six-month volume-weighted average price up to May 13, and is priced at more than two times the company’s audited net asset value per share as at Jun 30, 2023.
RE&S said Euphoria Investments plans to leverage Southern Capital Group’s expertise, resources and network to accelerate the F&B company’s growth trajectory, capitalise on emerging opportunities and strengthen its market position.
RE&S called for a trading halt before market opened on Thursday. Shares of RE&S closed flat at S$0.36 on Wednesday.
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