Showy To Buy HK Developer In $545m Deal

Source : The Business Times, July 8, 2008

(SINGAPORE) Showy International, which designs and manufactures sanitary, bathroom and kitchen products and accessories, is seeking to acquire Hong Kong-incorporated Fortune Court Holdings for $545.4 million.

And the move will see the Singapore listed company leap-frog into property development in Chongqing in China.

The proposed acquisition of Fortune Court will be satisfied by allotment and issue of shares in Showy International, resulting in the reverse takeover of Showy International.

Under the deal, Showy International will acquire the entire issued and paid-up capital of Fortune Court, which will comprise 381,428,846 ordinary shares of par value HK$0.00004 each, for an aggregate consideration of $545,395,762.

In a statement released late yesterday evening, Showy International said that it had entered into an agreement with vendors Newest Luck Holdings (NLH), Leap Forward Holdings (LFH), and Tan Hoo Lang and Tan Fuh Gih (Tan Brothers).

The allotment and issue of a total of 1,652,714,429 new ordinary shares in Showy International to NLH, LFH and Tan Brothers will be credited as fully-paid at the issue price of $0.33 each, representing not less than 60.87, 28.63 and 3.36 per cent of the issued and paid-up share capital of Showy International immediately following the proposed acquisition.

LFH and Tan Brothers currently hold in aggregate $95 million in principal amount of redeemable loan stock issued by Fortune Court.

In the process, Showy International has also entered into a business transfer agreement to dispose of its existing business, assets, transferred employees, interests in Showy Overseas and all liabilities to Showy Pte Ltd, a company wholly-owned by Showy International founders Lim Hong Ching and Yeo Sock Kon.

Showy International said that Fortune Court, through its subsidiary Chongqing Yingli Real Estate Development Co, has developed buildings in Chongqing such as Future International, Zou Rong Plaza and New York New York.

According to Showy International's statement, net profits attributable to the acquired assets for the 12 months ended Dec 31, 2007 was $120.1 million.

Showy's adjusted NTA is $178.3 million (after the proposed acquisition but before the proposed disposal) and $570.3 million (after the proposed acquisition, the proposed disposal and the revaluation of development properties and land for development.

Showy International shares, which are seldom traded, last traded at 40 cents per share.