KUALA LUMPUR (July 12): Muar Ban Lee Group Bhd (MBL) is exiting its investment in property firm Symphony Life Bhd, whose share price has fallen 46% since MBL bought into it.
MBL, a specialist in palm oil machinery and oil seed crushing machinery, announced that it is selling its wholly-owned unit, Theron Holdings Sdn Bhd, that owns a 13.7% stake in Symphony Life to XOX Bhd for RM19.25 million cash.
Based on Tuesday's closing share price of 45 sen, the 13.7% stake is worth RM44.14 million. According to MBL's filing with Bursa Malaysia, XOX is obliged to provide "evidence that all outstanding debts owed by Theron to MBL as at the completion date [of the acquisition] have been paid and settled". The outstanding debt amounted to RM46.32 million — advances that MBL has given to Theron for the purchase of Symphony Life shares.
Theron also borrowed RM47.55 million from RHB Bank Bhd to invest in Symphony Life shares via a term loan.
Theron is a special purpose vehicle incorporated for the purpose of acquiring and holding shares in Symphony Life. It accumulated 98.09 million Symphony Life shares from April 2 last year to March 9 this year at a total cost of RM90.26 million, said MBL.
Theron bought a large bulk of its stake in Symphony Life from the company's former executive chairman Tan Sri Mohamed Azman Yahya, who founded the property firm.
MBL noted that the transaction, which it expects to be completed in the third quarter of this year, would result in RM48.89 million disposal gain.
The disposal gain includes the effects from deconsolidation of Theron's net liabilities amounting to RM37.59 million, as well as share of results from Symphony Life for financial years 2021 and 2022.
The proposed disposal allows MBL to deconsolidate a term loan from RHB Bank amounting to RM47.55 million as at end-June, while also recoup advances MBL provided to Theron amounting to RM46.32 million, the group said.
MBL would utilise RM19.25 million proceeds from the disposal mainly for working capital.
In a separate filing, XOX said the acquisition, which will be funded by its internally generated funds, is "synergistic" due to prospects of the property market's recovery this year and potential upside to Symphony Life's share price.
Shares of MBL closed unchanged at 35.5 sen, giving it a market capitalisation of RM88.26 million, while XOX fell 0.5 sen or 25% to 1.5 sen, valuing the company at RM75.76 million.
Symphony Life, meanwhile, closed 0.5 sen or 1.12% higher at 45 sen, with a market capitalisation of RM322.4 million.