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20240417_CASS_Laporan Informasi dan Fakta Material_31627031_lamp2.pdf
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SATS LTD.
(Incorporated in the Republic of Singapore)
(UEN / Company Registration No. 197201770G)
PROPOSED DISPOSAL OF SHARES IN PT CAS AND LOAN SETTLEMENT
1. INTRODUCTION
1.1 Proposed Share Sale. The Board of Directors (the “Board”) of SATS Ltd. (the “Company” or
“SATS”, and together with its subsidiaries, the “Group”) wishes to announce that its
wholly-owned subsidiary, Cemerlang Pte Ltd (“Cemerlang”) has on 16 April 2024 entered into
a sale and purchase agreement (the “SPA”) with PT Roket Cipta Sentosa (the “Purchaser” and
together with Cemerlang, collectively, the “SPA Parties” and each a “SPA Party”) pursuant to
which Cemerlang has agreed to sell, and the Purchaser has agreed to purchase, 205,630,200
ordinary shares in the capital of PT Cardig Aero Services Tbk (“PT CAS” and the ordinary shares,
the “Sale Shares”), representing 9.85% of the issued share capital of PT CAS (“Share Sale”).
1.2 Information on the Purchaser. The Purchaser is a subsidiary of PT Elang Mahkota Technologi
TBK (“EMTEK”). EMTEK has been listed on the Indonesia Stock Exchange (IDX) since January
2010 and is one of Indonesia’s largest media groups, although it has been increasing its focus
on its digital and healthcare businesses since 2020. EMTEK has successfully expanded into
new business sectors over the years. In the healthcare area, EMTEK operates chains of
hospitals and specialist clinics. Its other businesses encompass digital financial solutions,
including digital banking (through Superbank), e-commerce (through Bukalapak) and digital
publishing (through online portals and the Vidio.com online streaming platform).
1.3 Proposed Loan Settlement. On completion of the Share Sale in accordance with the terms of
the SPA, the Purchaser will procure the payment of approximately S$29.1 million1, to SATS
Airport Services Pte. Ltd. (“SAS”) in connection with the settlement of the outstanding loan (the
“DRSC Loan”) due from DRS Capital Pte. Ltd. (“DRSC”) under the Credit Agreement (the
“Credit Agreement”) dated 25 May 2016 (as amended from time to time, including pursuant to
Addendum No. 1 to Credit Agreement dated 7 October 2016) between DRSC as borrower, SAS
as lender, and PT Bank DBS Indonesia (the “Security Agent”), as security agent (the “Loan
Settlement”).
1.4 Proposed Option Sale. Cemerlang and the Purchaser have also entered into a Put and Call
Share Option Agreement (the “PCSOA”) on 16 April 2024 under which:
1
Comprising the total principal amount of close to US$15.0 million (approximately S$20.1 million) outstanding under the Credit
Agreement and a loan restructuring fee of S$9.0 million (the “Loan Restructuring Fee”).
In this Announcement, unless otherwise stated and to the extent applicable, figures in IDR have been converted to S$ based on
an IDR:S$ exchange rate of IDR11,633:S$1, and figures in USD have been converted to S$ based on an US$:S$ exchange rate
of US$1:S$1.344.
SATS Ltd. 新翔集团有限公司
P.O. Box 3 Singapore Changi Airport Singapore 918141
邮政信箱 3 号 新加坡樟宜国际机场 新加坡 918141
sats.com.sg Co. Reg. No. 197201770G
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1.4.1 Cemerlang grants to the Purchaser an irrevocable and unconditional right to purchase
208,695,000 ordinary shares in the capital of PT CAS (the “Option Shares” and,
together with the Sale Shares, the “Disposal Shares”), representing 10% of the issued
share capital of PT CAS (the “Call Option”); and
1.4.2 the Purchaser grants to Cemerlang an irrevocable and unconditional right to require the
Purchaser to purchase the Option Shares (the “Put Option”),
(the sale and purchase of the Option Shares, the “Option Sale” and, together with the Share
Sale and the Loan Settlement, the “Proposed Transaction”).
2. SHARE SALE AND OPTION SALE
2.1 Information on PT CAS. PT CAS is an Indonesian listed holding company that has interests in
airport transportation businesses and food businesses. PT CAS’ subsidiaries include: (i) PT
Jasa Angkasa Semesta Tbk (“PT JAS”), where SATS has a direct shareholding of 49.8% and
which provides airfreight handling, ramp handling and passenger services; (ii) PT JAS Aero
Engineering Services, which offers aircraft line maintenance and technical ramp services; (iii)
PT Purantara Mitra Angkasa Dua, which provides inflight catering solutions; and (iv) PT Cardig
Anugrah Sarana Catering, which provides institutional catering services.
2.2 Key Terms of Share Sale
2.2.1 Sale of Sale Shares. Pursuant to the SPA, the Purchaser shall purchase, and
Cemerlang shall sell to the Purchaser, the Sale Shares.
2.2.2 Share Sale Consideration. Under the terms of the SPA, the Purchaser will acquire the
Sale Shares for an aggregate consideration of IDR168.6 billion (approximately S$14.5
million) (“Share Sale Consideration”). The Share Sale Consideration was arrived at
on a willing-buyer and willing-seller basis and determined after taking into account, inter
alia, the strategy and rationale of the Proposed Transaction and the financial
performance and financial position of PT CAS.
2.2.3 Conditions Precedent. Under the terms of the SPA, completion of the Share Sale is
subject to, amongst others, the following conditions precedent (the “SPA Conditions”):
(i) the Purchaser having delivered to Cemerlang evidence of sufficient funds to
fulfil its obligations pursuant to the sale and purchase agreement dated 15
March 2024 between the Purchaser, PT Cardig Asset Management (“CAM”)
and PT Dinamika Raya Swarna (“DRS”) (the “CAM/DRS SPA”) and the SPA,
at least two Business Days (being days (other than a Saturday or Sunday or
gazetted public holiday) on which banks are open for general business in both
Jakarta and Singapore) before the scheduled completion date of the CAM/DRS
SPA;
(ii) the Purchaser having completed the CAM/DRS SPA in accordance with the
terms and conditions set out in the CAM/DRS SPA;
(iii) Cemerlang having received confirmation from Cemerlang’s bank that the
relevant valid irrevocable electronic transfer instruction confirmation in the form
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of MT-103 for the payment of close to US$15.0 million (approximately S$20.1
million) as repayment of the principal amount due under the DRSC Loan has
been sighted at and/or received in Cemerlang’s beneficiary correspondent
bank;
(iv) Cemerlang having procured the issuance by SAS of a written conditional waiver
of any unpaid interest and penalty due under the DRSC Loan; and
(v) Cemerlang having delivered or caused to be delivered to the Purchaser, a copy
of the duly executed board resolutions in writing (or minutes of such meetings)
of Cemerlang and of SATS, certified as a true copy by a director or the company
secretary of Cemerlang or SATS (as relevant), approving Cemerlang’s entry
into and performance of its obligations under the SPA and any other corporate
action necessary to give effect to the actions contemplated under the SPA and
the PCSOA.
2.2.4 Completion. Completion of the Share Sale (“SPA Completion”) will take place as
soon as practicable (including, for the avoidance of doubt, on the date of SPA
Completion itself) and in any event no later than the next Business Day following
satisfaction, or (if capable of waiver) waiver, of all the SPA Conditions (it being
understood that certain SPA Conditions can be satisfied on the date of SPA Completion
itself), or at such other time as Cemerlang and the Purchaser shall agree (the “SPA
Completion Date”).
2.2.5 Failure to satisfy SPA Conditions. If one or more of the SPA Conditions:
(i) remains unsatisfied on 31 May 2024 (which may be extended on a monthly
basis unilaterally by the Purchaser by issuing a notice in writing to Cemerlang
as long as PT CAS has not released its pledge over the shares of CAM in PT
CAS) or such other date as the SPA Parties may agree in writing (the
“Longstop Date”) and has not been waived on or before that date; or
(ii) becomes impossible to satisfy on or before the Longstop Date and, if it is a SPA
Condition which can be waived, has not been waived within five Business Days
of such SPA Condition becoming impossible to satisfy,
the SPA Party who is not responsible for satisfying the SPA Condition may give notice
to the other SPA Party that it wishes to terminate the SPA.
2.3 Key Terms of Loan Settlement
On completion of the CAM/DRS SPA in accordance with the terms set out thereunder, the
Purchaser will procure the payment of approximately S$29.1 million2 to SAS in connection with
the settlement of the DRSC Loan and receipt by SAS of such amount shall constitute a valid
settlement of the outstanding obligations under the Credit Agreement, the pledge agreement
dated 25 May 2016 (as amended by two addenda dated 7 October 2016 and 12 May 2017)
entered into by CAM, on the one hand, and the Security Agent, on the other hand, as well as
2
Comprising the total principal amount of close to US$15.0 million (approximately S$20.1 million) outstanding under the Credit
Agreement and a Loan Restructuring Fee of S$9.0 million.
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the pledge agreement dated 25 May 2016 entered into by DRS, on the one hand, and the
Security Agent, on the other hand, in relation to the pledges over the 237,534,820 shares in PT
CAS owned by CAM and the 366,587,032 shares in PT CAS owned by DRS respectively.
2.4 Key Terms of Call Option and Put Option.
2.4.1 Call Option Price and Put Option Price. Under the terms of the PCSOA:
(i) where the Call Option is exercised, Cemerlang shall be required to sell the
Option Shares to the Purchaser for IDR253.4 billion (approximately S$21.8
million) (“Call Option Price”); and
(ii) where the Put Option is exercised, the Purchaser shall be required to purchase
the Option Shares from the Purchaser for IDR171.1 billion (approximately
S$14.7 million) (“Put Option Price”).
The Call Option Price and the Put Option Price were arrived at on a willing-buyer and
willing-seller basis and determined after taking into account, inter alia, the strategy and
rationale of the Proposed Transaction and the financial performance and financial
position of PT CAS.
2.4.2 Exercise of Options. The Call Option and Put Option may only be exercised during
the period (“Option Period”) commencing on the earlier of:
(i) the date falling one month following the date of settlement of purchase of
shares under the mandatory tender offer carried out by the Purchaser in relation
to PT CAS following SPA Completion; and
(ii) the date falling three months following the SPA Completion Date,
and ending on the date falling one year from the commencement date of the Option
Period, and the Call Option and Put Option shall lapse if they are not exercised before
the expiry of the Option Period.
2.4.3 Option Completion. Following the exercise of the Call Option or Put Option, as the
case may be, in accordance with the PCSOA, completion of the Option Sale shall take
place on the fifth Business Day following the service of an Option Notice (being a notice
in the form attached to the PCSOA exercising either the Call Option or the Put Option
pursuant to the PCSOA) in accordance with the PCSOA, or any other date mutually
agreed by Cemerlang and the Purchaser in writing.
2.5 Rationale for the Proposed Transaction.
2.5.1 The Proposed Transaction allows SATS to reposition with a reputable new partner in
Indonesia who could leverage its strong local network to enhance SATS’ existing core
gateway operations and potentially collaborate with their existing businesses in
Indonesia. Meanwhile, PT JAS continues to be held by PT CAS, and this remains an
important part of SATS global gateway network.
2.5.2 In addition, the Loan Settlement would enable SATS to recover the DRSC Loan.
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2.5.3 Furthermore, the Proposed Transaction provides SATS with financial flexibility by
bolstering its balance sheet and is in line with the Group’s financial priorities to repay
debt, reinvest in the business, and resume dividend distribution to its shareholders. It is
also in line with the Company’s strategic objectives to optimise its investment portfolio
and unlock value for its stakeholders.
2.6 Information on the Sale Shares and Option Shares. Based on the unaudited financial
information of PT CAS and the Group for the half year ended 30 September 2023 (“1H2024”):
2.6.1 the book value attributable to the Sale Shares and the Option Shares is S$20.7 million
and S$21.0 million respectively, as at 30 September 2023;
2.6.2 the net tangible asset (“NTA”) value attributable to the Sale Shares and the Option
Shares is S$20.7 million and S$21.0 million respectively, as at 30 September 2023; and
2.6.3 the net profits attributable to the Sale Shares and the Option Shares is S$0.6 million
and S$0.6 million respectively, for 1H2024.
2.7 Financial Effects of the Share Sale and Option Sale
The financial effects of the Share Sale and the Option Sale prepared on a proforma basis on
the audited consolidated financial statements for financial year ended 31 March 2023 (“FY23”)
and on the assumption that:
2.7.1 the Share Sale will result in net proceeds of approximately IDR168.4 billion
(approximately S$14.5 million) net of applicable tax; and
2.7.2 the Option Sale will result in net proceeds of approximately:
(i) if the Call Option is exercised, IDR253.1 billion (approximately S$21.8 million)
net of applicable tax; or
(ii) if the Put Option is exercised, IDR171.0 billion (approximately S$14.7 million)
net of applicable tax,
respectively are set out below. The financial effects are purely for illustrative purposes only and
are therefore not necessarily indicative of the actual financial position of the Group after
completion of the Proposed Transaction.
2.7.3 Net Tangible Assets
The financial effect of the Share Sale and the Option Sale on the NTA per share of the
Group for FY23 assuming that the Proposed Transaction had been effected as at 31
March 2023 is as follows:
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Before the Proforma
Proposed After the Proposed Transaction3
Transaction
Neither Call Call Option is Put Option is
Option nor Exercised Exercised
Put Option is
Exercised
NTA (S$ 1,806.4 1,800.6 1,801.8 1,794.8
million)
Number of 1,487.3 1,487.3 1,487.3 1,487.3
issued
shares,
excluding
treasury
shares
(million)
NTA per 121.5 121.1 121.1 120.7
share (cents)
2.7.4 Earnings Per Share (“EPS”)
The financial effect of the Share Sale and the Option Sale on the EPS of the Group for
FY23 assuming that the Proposed Transaction had been effected as at 1 April 2022 is
as follows:
Before the Proforma
Proposed After the Proposed Transaction4
Transactio
Neither Call Call Option is Put Option is
n
Option nor Exercised Exercised
Put Option is
Exercised
Profit/(Loss) (26.5) (27.1) (27.7) (27.7)
attributable to
Shareholders
(S$ million)
Weighted 1,192.6 1,192.6 1,192.6 1,192.6
average number
of ordinary
shares in issue
(million)
EPS (cents) - (2.2) (2.3) (2.3) (2.3)
basic
3
Excluding the one-off gain / loss from the Proposed Transaction and net proceeds from the Loan Settlement.
4
Excluding the impact of one-off gain / loss from the Proposed Transaction.
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2.7.5 Proceeds and Use of Proceeds
The Group intends to apply the net proceeds from the Share Sale and, if applicable,
Option Sale as well as the proceeds from the Loan Settlement to deleverage and / or
expand the Group’s existing core business.
2.7.6 Gain and Loss on Proposed Transaction
Based on the estimated net proceeds from the Share Sale and the Option Sale set out
in paragraphs 2.7.1 and 2.7.2 above, the Loan Settlement set out in paragraph 2.3
above and assuming the unaudited estimated carrying values of the Sale Shares, the
Option Shares and the DRSC Loan attributable to the Group’s net asset value close to
the estimated date of SPA Completion, the Proposed Transaction (including the Loan
Settlement) is estimated to result in:
(i) if neither the Call Option nor the Put Option is exercised, a total gain of S$9.4
million from the relevant proceeds over the said estimated carrying values;
(ii) if the Call Option is exercised, a gain of S$3.7 million from the proceeds over
the said estimated carrying values; and
(iii) if the Put Option is exercised, a loss of S$3.4 million from the relevant proceeds
over the said estimated carrying values.
2.8 No Directors’ Service Contracts. No person is proposed to be appointed to the Board as part
of the Proposed Transaction and no director’s service contract is proposed to be entered into
by the Company with any person in connection with the Proposed Transaction.
2.9 Interests of Directors And Substantial Shareholders. To the best of the knowledge of the
Board: (i) none of the directors (other than in his/her capacity as director or Shareholder, as the
case may be) of the Company has any interest, direct or indirect in the Proposed Transaction;
and (ii) there are no substantial shareholders in the Company who have any interest, direct or
indirect, in relation to the Proposed Transaction.
3. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL
3.1 Relative Figures. The relative figures for the Share Sale and the Option Sale computed on the
relevant bases set out in Rule 1006 of the Listing Manual are as follows:
Relative
Rule Figures
1006 Bases (%)(11)
(a) The net asset value of Disposal Shares(1), compared with the net
1.7%
asset value of the Group(2)
(b) The net profits(3) attributable to the Disposal Shares, compared with 14.8%
the net profits of the Group(4)
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Relative
Rule Figures
1006 Bases (%)(11)
(c) The aggregate value of the Share Sale Consideration, the Call 1.2%
Option Price(5) and the Loan Restructuring Fee(6), compared with the
Company’s market capitalisation based on the total number of
shares in the capital of the Company (“Company Shares”)
(excluding treasury shares)(7)
The aggregate value of the Share Sale Consideration, the Put 1.0%
Option Price(8) and the Loan Restructuring Fee, compared with the
Company’s market capitalisation based on the total number of
Company Shares (excluding treasury shares)
(d) The number of equity securities issued by the Company as
Not
consideration for an acquisition, compared with the number of
applicable
equity securities previously in issue(9)
(e) The aggregate volume or amount of proved and probable reserves
Not
to be disposed of, compared with the aggregate of the Group’s
applicable
proved and probable reserves(10)
Notes:
(1) The relative figure is computed based on the combined net asset value attributable to the Sale Shares and Option
Shares as at 30 September 2023 of approximately S$41.7 million.
(2) The relative figure is computed based on the net asset value of the Group as at 30 September 2023 of
approximately S$2.5 billion. The net asset value is computed as total assets minus total liabilities.
(3) The relative figure is computed based on combined net profits attributable to the Sale Shares and Option Shares
of S$1.2 million for 1H2024.
(4) The relative figure is computed based on net profits of the Group of S$8.4 million for 1H2024. Net profit is defined
as profit including discontinued operations that have not been disposed and before income tax and non-controlling
interests.
(5) The relative figures are computed based on a Share Sale Consideration of IDR168.6 billion (approximately S$14.5
million) and a Call Option Price of IDR253.4 billion (approximately S$21.8 million).
(6) While the Loan Restructuring Fee of S$9.0 million is not a part of either the Share Sale Consideration or the Call
Option Price/Put Option Price, the Company has elected to include the same in the computation of the relative
figure for Shareholders’ consideration. If the Loan Restructuring Fee is excluded from the computation, the relative
figure would be: (i) 1.0% (if the Call Option is exercised); or (ii) 0.8% (if the Put Option is exercised)
(7) Market capitalisation has been calculated on the basis of 1,490,631,266 Shares in issue as at 15 April 2024
(excluding treasury shares), being the last market day preceding the date of this Announcement, multiplied by the
volume weighted average price of the Shares transacted on the SGX-ST on the full market day immediately prior
to the date of this Announcement, being S$2.52.
(8) The relative figures are computed based on a Share Sale Consideration of IDR168.6 billion (approximately S$14.5
million) and a Put Option Price of IDR171.1 billion (approximately S$14.7 million).
(9) Rule 1006(d) of the Listing Manual is not applicable as there is no acquisition being proposed.
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(10) Rule 1006(e) of the Listing Manual is not applicable as the Company is not a mineral, oil or gas company.
(11) Any discrepancies between the figures in these notes to the table and the relative figures set out in the table are
due to rounding to the nearest one decimal place.
4. FURTHER INFORMATION
A copy of the SPA and the PCSOA will be made available for inspection during normal business
hours at the registered office of the Company for three months from the date of this
Announcement.
5. RESPONSIBILITY STATEMENT
The directors of the Company (including those who may have delegated detailed supervision of
the preparation of this Announcement) collectively and individually accept full responsibility for
the accuracy of the information given in this Announcement (other than information relating to
the Purchaser and EMTEK, including in this Announcement (the “Third Party Information”))
and confirm, after making all reasonable enquiries that to the best of their knowledge and belief,
the facts stated and opinions expressed herein (other than information relating to the Third Party
Information) are fair and accurate in all material respects as at the date hereof, and that there
are no material facts the omission of which would make this Announcement misleading.
Where any information has been extracted or reproduced from published or otherwise publicly
available sources or obtained from the Purchaser and EMTEK (including the Third Party
Information), the sole responsibility of the directors of the Company has been to ensure through
reasonable enquiries that such information is accurately extracted from such sources or, as the
case may be, reflected or reproduced in this Announcement. The directors of the Company do
not accept any responsibility for any information relating to the Third Party Information or any
information obtained from the Purchaser and EMTEK.
For and on behalf of the Board
SATS Ltd.
Ian Chye
Company Secretary
16 April 2024
Singapore
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Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
SATS LTD.
p.1 ×3
unresolved
org
PT CAS AND LOAN SETTLEMENT
p.1
unresolved
org
PT CAS
p.1 ×16
unresolved
org
Elang Mahkota Technologi TBK
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
org
SATS Airport Services Pte. Ltd.
p.1
unresolved
person
DRSC Loan
p.1 ×6
unresolved
person
DRSC
p.1 ×2
unresolved
org
Jasa Angkasa Semesta Tbk
p.2 ×2
unresolved
org
PT JAS Aero Engineering Services
p.2
unresolved
org
PT Purantara Mitra Angkasa Dua
p.2
unresolved
org
PT Cardig Anugrah Sarana Catering
p.2
unresolved
person
DRS SPA
p.2 ×5
unresolved
org
Board SATS Ltd.
p.9
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