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Asset Acquisitions and Disposals::Tien Wah Press Holdings Berhad - Proposed Renounceable RightsIssue

Issuer & Securities

Announcement Details

Attachments lIDNTI H TWPH - Proposed Renounceable Rights l ssue.pdf IIDTWPH Proposed Renounceable Rights lssue.pdf

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NEW TOYO INTERNATIONAL HOLDINGS LTD

Company Registration No.: 199601387D

TIEN WAH PRESS HOLDINGS BERHAD ("TWPH") - PROPOSED RENOUNCEABLE RIGHTS ISSUE OF 48,247,500 NEW ORDINARY SHARES OF RMl.00 EACH IN TWPH ("TWPH SHARE(S)") ("RIGHTS SRARE(S)") AT AN ISSUE PRICE OF RMJ.00 PER RIGHTS SHARE ON THE BASIS OF ONE (1) TWPH RIGHTS SHARE FOR EVERY TWO (2) EXISTING TWPH SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOU NCED LATER ("PROPOSED TWPH RIG HTS ISSUE")

The Board of Directors of New Toyo International Holdings Ltd (the "Company") wishes to announce that its subsidiary, Tien Wah Press Holdings Berhad ("TWPH"), has today issued an announcement on the above matter, a copy of which is enclosed.

The Company's subsidiaries, Singapore Pacific Investments Pte Ltd ("SP!") and Tien Wah Holdings (1990) Sdn Bhd ("TWH1990"), which hold approximately 29.89% and 24.21% equity interests in TWPH respectively, have irrevocably undertaken to TWPH to, inter alia, subscribe in full for their respective entitlements in the Proposed TWPH Rights Issue ("SP! and TWH 1990 Subscriptions ") as well as subscribe for any additional Rights Shares not taken up by other entitled shareholders of TWPH by way of excess application ("Excess"), to the extent such that SPI's and TWHl 990's respective aggregate shareholdings in TWPH (i.e. after subscription for the Rights Shares Entitlement and the Excess) will not exceed 32.4% of the enlarged issued and paid-up share capital in TWPH .

Rationale

The Company, via the aforesaid subsidiaries, is the single largest shareholder in TWPH which is as an important subsidiary of the Company. The subscription of the Proposed TWPH Rights Issue would enable the Company to maintain or increase its shareholdings in TWPH.

Financial Effects

1. Relative Figures Compu ted on the Bases Set Out in Rule 1006 of the Listing Manual

   
   

   Chapter IO of the Listing Manual of the SGX-ST governs the continuing listing obligations of a listed company in respect of acquisitions and realisations. For illustrative purposes only and based on the announced unaudited consolidated financial statements of the Company for FY2015, the relative figures computed on the bases set out in Rule I 006 of the Listing Manual are as follows:

   
   

2. Rule l 006(a) - The net asset value of the assets to be Not Applicable disposed of compared with the Group's net asset

   value. This basis is not applicable to an acquisition of assets.

3. Rule 1006(b) - The net profits (before income tax, Between Nil to minority interest and extraordinary items) attributable 8.3%1

   
   

   I The effect on the unaudited net profit (before incom e tax, minority interest and extraordinary items) attributable to the TWPH Subscription is computed based on the level of final subscription by the Group for the TWPH Rights Issue.

   
   

   to the TWPH Subscription based on TWPH 's unaudited profits of approximately S$ l 3.2 m illion (MYR37.6 million) for the FY2015, compared with the Group's latest announced consolidated net profit (before income tax, minority interest and extraordinary items) of S$23.3 million for the same period.
   (c)	Rule 1006(c) - The aggregate value of the consideration given is at least S$8.7 million to a maximum of S$13.9 million compared with the Company's market capitalisation of S$92.3 m illion as at 22 February 2016 (based on the weighted average market price of S$0.210 per share being the market day preceding the date of the agreement).	Between 9.5% to 15.1%2
   (d)	Rule 1006(d) - The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue.	Not Applicable

   
   

   As the applicable relative figures computed under Rule 1006(b) and Rule 1006(c) do not exceed 20%, the TWPH Subscription is not classified as a "major transaction" as defined in Chapter I O of the Listing Manual and therefore does not require the approval of the shareholders of the Company.

   
   

4. Illustrative Effects of the TWPH _ Subscription on the Ea rn ings per Share ("EPS") and Net Tangible Assets ("NTA") of the Company

   
   

   Assum ptions

   
   

   The pro forma financial effects in this section are based on the consolidated unaudited financial statements of the Group for the financial year ended 31 December 20 15 ("FY2015"). The financial effects of the TW PH Subscription have been prepared based on the following assumptions:

   
   

5. For the purpose of computing the financial effects of the TWPH Subscription on the NTA of the Group, the TWPH Subscription is assumed to have been fu lly subscribed for and completed on 3 1 December 20 15;

   
   

6. For the purpose of computing the financial effects of the TWPH Subscription on the EPS of the Company, the TWPH Subscription is assumed to have been completed on 1 January 20 15;

   
   

7. Assuming that the Company, for the TWPH Subscription, utilised approximately a minimum S$8.7 million based on the SPI and TWH 1990 Subscriptions ("Minimum Scenario") and a maximum 8$ 13.9 million based on the SPI and TWH 1990 Subscriptions and Excess ("Maximum Scenario");

   
   

8. Assuming the Proposed TWPH Rights Issue had been fully subscribed for with proceeds (net of estimated issue expenses) of approximately S$ 15.9 million (MYR47.4 million) and after the TWPH Subscription, the Company's interest in TWPH remained at approximately 54.1% (Min imum Scenario) or increased to 64.80% (Maximum Scenario);







2 The aggregate value of the consideration given for the TWPH Subscription is computed based on the level of fmal subscription by the Group for the TWPH Rights Issue.




(f) ln the calculation of the gearing, it is assumed that TWPH utilised S$5.8 million (MYR l 7.4 million) from the proceeds to partially repay bank loan of a roximately S$24.0 m illion (MYR71.6 million);

(g) In the calculation of EPS, it is assumed that there is a potential interest savings of approximately S$0.20 m illion by TWPH (based on the Company's effective equity interest of approximate ly 54.1% or 64.80% - approximately S$0.10 million or S$0. J l million interest savings respectively) from the repayment of bank loan.




The financial effects of the TWPH Subscription on the Group are for illustrative purposes only and are, therefore, not indicative of the actual financial performance or position of the Group after the completion of the TWPH Subscription.




NTA




The pro forma financial effects of the TWPH Subscription on the NTA of the Group are as follows:




Before the proposed TWPH Subscription	After the proposed TWPH Subscription (Minimum Scenario)	After the proposed TWPH Subscription (Maximum Scenario)
NTA of the Grau (S$'000)	164,994	164,994	164,994
Number of issued Shares	439,424,603	439,424,603	439,424,603
NTA er Share (cents)	37.55	37.51	38.39




EPS




The pro forma financial effects of the TWPH Subscription on the EPS of the Group are as follows:




Before the proposed TWPH Subscription	After the proposed TWPH Subscription (Minimum Scenario)	After the proposed TWPH Subscr iption (Maximwn Scenario)
Profit after tax attributable to equity holders of the Group (S$'000)	14,674	14,784	16,080
Number of issued Shares	439,424 ,603	439,424,603	439,424,603
EPS (cents)	3.34	3.36	3.66







Interests of Directors and Controlling Shareholders




Ms. Angela Heng Chor Kiang is a director of the Company, TWPH, TWH 1990, SPI and New Toyo Lamination (M Pte Ltd through which the Company owns TWH1990.




Mr David Lim Teck Leong is a director of the Company and TWPH.




Mr. Yen Wen Hwa i s the Executive Chairman of TWPH and a controlling shareholder of the Company.