KUALA LUMPUR (Aug 14): Fashion group Carlo Rino Group Bhd, which listed on the Leading Entrepreneur Accelerator Platform (LEAP) on November 2018, is now eyeing a transfer to the ACE Market on Bursa Malaysia.

The group is principally involved in the business of designing, promoting, marketing, distributing and retailing of women’s handbags, footwear and accessories under the “Carlo Rino” and “C.Rino” (for eyewear only) brands.    

In a bourse filing, Carlo Rino (formerly known as CRG Incorporated Bhd) has proposed an exit offer with the joint offerors intending to undertake a pre-conditional voluntary general offer to acquire the remaining 383.58 million offer shares not held by them, representing 47.61% of the group’s total issued share capital as at Aug 11 (the latest practicable date, LPD) for a cash consideration of 23 sen per offer share.  

The joint offerors are Datuk Seri Chiang Fong Yee, Chiang Sang Sem and Freeway Team Sdn Bhd (FTSB). Fong Yee is the major shareholder of the group, holding 31.9% direct equity interest.

Fong Yee’s father, Sang Sem, who is also a group’s substantial shareholder, holds a 6.71% direct stake in the company. It is worth noting that Sang Sem is the director and group executive chairman of Bonia Corp Bhd.

Meanwhile, FTSB holds 13.78% direct equity interest in Carlo Rino. The former is 100%-owned by Sang Sem.  

In conjunction with the proposed transfer, Carlo Rino proposed to undertake an initial public offering (IPO).

The IPO entails new shares issued to the public and an offer of sale by Fong Yee to selected non-Bumiputera investors, representing up to 26.58% of enlarged share capital.

The group said that the final IPO price will be determined at a later date and for the purpose of the announcement, it has assumed an illustrative IPO price of 30 sen.

As at LPD, the issued share capital of Carlo Rino is RM68 million comprising 805.65 million Carlo Rino shares.  

Based on the illustrative IPO price of 30 sen per share and the total number of 805.65 million Carlo Rino shares in issue, it represents a price-earnings multiple of about 8.65 times, on the back of Carlo Rino’s earnings per share (EPS) of about 3.5 sen for the rolling 12-month period ended Dec 31, 2022.

After considering the issuance and allotment of IPO shares, which will increase the total number of shares to 977.52 million, the illustrative IPO price of 30 sen is equivalent to a PE multiple of 10.5 times, based on the group’s EPS of 2.9 sen for the rolling 12-month period ended Dec 31, 2022.

The group intends to use the proceeds to be raised from the proposed public issue for the construction and the fitting-out of a new flagship boutique and other facilities; renovation and setting-up of boutiques and counters at departmental stores; upgrading of information technology infrastructure as well as warehousing and office facilities; working capital requirements and defrayment of expenses for the proposals.

The proposals are expected to be completed in the second half of 2024.  

TA Securities has been appointed as the group adviser for the proposals and the sponsor for the proposed transfer.  

Carlo Rino's share price closed unchanged on Monday at 17.5 sen, giving the group a market capitalisation of RM141 million.