Investor Relations - News
MTQ Announces On-Market Bid For RCR Tomlinson Ltd
MTQ Corporation Limited ("MTQ"), formerly known as Metalock (Singapore) Limited, today announces that its wholly-owned subsidiary, MTQ Holdings Pty Ltd (the "Bidder") in Australia, will make an on-market bid for all of the fully paid ordinary shares ("Shares") in RCR Tomlinson Ltd ("RCR") that MTQ, or its wholly-owned subsidiaries, do not already hold.
The Bidder was incorporated by MTQ on 28 April 2003 for the purpose of making the on-market bid. The Bidder's issued and paid up share capital is A$2.
RCR is a leading multi-disciplined engineering company in Western Australia. It is listed on the Australian Stock Exchange Limited ("ASX"). Directors of MTQ, Mr Kuah Kok Kim and Mr Ian Wayne Spence, are also directors of RCR.
Immediately prior to this announcement, MTQ and its wholly-owned subsidiaries ("MTQ Group") held relevant interests in 22.9% of the 44,273,818 Shares on issue in RCR.
An initial 19.9% holding in RCR was acquired by MTQ Group in June 2002. A further 3% stake in RCR was recently acquired on 1 April 2003.
The Bidder is offering A$0.25 per Share ("Offer Price"). The maximum amount payable by the Bidder, if all the offers are accepted, is approximately A$8,537,372 (excluding transaction costs). As the bid is an on-market bid, the bid is unconditional. Payment of the consideration will be by way of cash and will be settled in accordance with the standard settlement terms for shares traded on ASX. MTQ Group will use its internal cash resources to fund the acquisition of the Shares.
In arriving at the Offer Price, the Directors of MTQ have taken into consideration:
(i) RCR's net tangible asset value of A$0.46 per Share as at 31 December 2002; and
(ii) the strong synergies between MTQ's engineering activities and those of RCR.
Leveraging on its technical expertise and relevant experience, MTQ believes it can assist RCR in achieving significant growth in its operations, particularly in the provision of engineering services to the oil and gas industry.
In addition, MTQ intends to work closely with the management of RCR in shaping the future strategic direction of RCR and accelerating its pace of growth to capitalise on the anticipated upturn in the engineering services industry.
The offer of A$0.25 per Share represents a premium of 35% to RCR's weighted average share price in the month to 24 April 2003. Assuming that the transaction had been completed on 1 April 2002 and the Bidder acquired all of the Shares that the MTQ Group does not already hold, MTQ's consolidated earnings per share for the financial year ended 31 March 2003 would have increased from 6.80 cents to 10.47 cents and MTQ's consolidated net tangible asset value per share as at that date would have increased from 36.78 cents to 48.48 cents.
Offers by the Bidder under the bid will be made on 16 May 2003 and will remain open until 5pm Australian Eastern Standard Time on 16 June 2003 ("Offer Period"). The Offer Period may be extended and the Offer Price may be increased in accordance with the Corporations Act 2001 (Cth) of Australia. In accordance with and subject to the Corporations Act 2001 (Cth) of Australia, at any time before the end of the period during which the offers remain open for acceptance, the Bidder reserves the right to withdraw or make application to Australian Securities and Investments Commission to suspend acceptances in respect of those offers that have not been accepted.
In accordance with the Corporations Act 2001 (Cth) of Australia, a Bidder's Statement will be sent to the RCR shareholders within 14 days of this announcement.
On 16 April 2003, SGX waived the requirement for MTQ to seek the approval of its shareholders for the acquisition of the Shares pursuant to the bid under Rule 1014 of the Listing Manual.
The Bidder advises that it intends, if it is able to do so, to buy any or all of the Shares, the subject of its bid, on-market on or after the date of this announcement but before the Offer Period commences. The price paid for each Share acquired during this time will not exceed the Offer Price, unless the Offer Price is increased during this time in accordance with the Corporations Act 2001 (Cth) of Australia.
The Directors of MTQ have no interest, direct or indirect, in the transaction, other than Mr Kuah and Mr Spence being directors of RCR. Mr Kuah is also a controlling shareholder of MTQ.
Other than as disclosed, to the best of the knowledge and belief of the Directors, having made reasonable enquiries, none of the controlling shareholders of MTQ have any interest, direct or indirect, in the transaction.
A copy of the Bidder's Statement is available for inspection during normal business hours at MTQ's registered office at 182 Pandan Loop, Singapore 128373, for 3 months from the date of this announcement.
MTQ is advised by Clayton Utz. Paterson Ord Minnett Limited has been appointed broker to the offer.