THAI Beverage (ThaiBev) has proposed a share swap which will result in the beverage manufacturer exiting the property business and becoming a pure-play food and beverage company.
ThaiBev will transfer its entire 28.78 per cent shareholding in Frasers Property to TCC Assets, an entity owned by the Sirivadhanabhakdi family.
TCC Assets will then transfer its 41.3 per cent stake in Fraser and Neave (F&N) to ThaiBev’s indirect wholly-owned subsidiary InterBev Investment.
The share swap will be executed at an estimated ratio of 1.88 Frasers Property shares for each F&N share. This is based on a negotiated price of S$1.89 per Fraser Property share and S$3.55 per F&N share, ThaiBev said on Thursday (Jul 18).
The negotiated prices were also supported by a “robust valuation assessment” by DBS – ThaiBev and InterBev Investment’s financial advisor.
ThaiBev’s holdings in F&N will rise to 69.61 per cent post-completion. Meanwhile, TCC Asset’s stake in Frasers Property will increase to 86.89 per cent from 58.1 per cent. Its holdings in F&N will drop to 17.6 per cent from 58.9 per cent.
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ThaiBev will convene an extraordinary general meeting (EGM) in Thailand to garner shareholder approval for the proposed share swap in accordance with Thai laws. This means shareholders who own shares through the Central Depository (CDP) will need to instruct the CDP to exercise the voting rights on their behalf.
The group is also looking into organising a dialogue session for Singapore-based shareholders to engage with the management ahead of the EGM.
“Our aim with the proposed share swap is to entrench our position as a stable and sustainable Asean leader and cement our pure-play status by exiting the property business,” said ThaiBev group chief financial officer Prapakon Thongtheppairot.
The group will also be better positioned to strengthen the collective potential of ThaiBev’s non-alcoholic beverage segment and F&N’s beverage and food brands, expanding its reach in South-east Asia.
ThaiBev, a leading beverage producer in Thailand, has business segments spanning spirits, beer, non-alcoholic beverages, and food. Its key brands are Chang, Sangsom and Hong Thong. It also holds a controlling stake in Sabeco, Vietnam’s largest beer player by market volume, with brands such as Saigon Beer, Lager, Export, and 333.
The pro forma accretion to earnings and improvement in debt-to-earnings before interest, taxes, depreciation and amortisation ratio will also allow ThaiBev to enhance its operational synergies and financial strength.
ThaiBev’s counter closed 2.1 per cent or S$0.01 higher at S$0.495 on Wednesday, while Frasers Property finished flat at S$0.80.
