Southern Score to be acquired by G Neptune, pending shareholders' approval

KUALA LUMPUR (Aug 22): Southern Score Sdn Bhd, a construction management services company, is set to be acquired by G Neptune Bhd as part of the latter's proposed regularisation plan.

The proposed regularisation plan includes, amongst others, the proposed acquisition of the entire equity interest in Southern Score from Super Advantage Property Sdn Bhd for a purchase consideration of RM252 million to be satisfied through the issuance of 1.68 billion shares.

The proposed regularisation plan and the proposed change of name are subject to, amongst others, G Neptune shareholders' approval at the forthcoming general meeting to be held on September 13, 2022.

Super Advantage is held by Tan Sri Datuk Seri Gan Yu Chai, the managing director of Southern Score, a veteran in the construction and property development industries with more than 30 years of experience as well as Gan Yee Hin, the executive director and CEO of Southern Score.

Other than the proposed acquisition, the proposed regularisation plan also entails the following:

- proposed consolidation of every ten existing shares in G Neptune into one consolidated share;

- proposed settlement of debt amounting to RM3.1 million to Chai Tham Poh, an executive director of G Neptune, via the issuance of 20.67 million shares;

- proposed private placement of 543.05 million shares at an issue price to be determined later but shall not be less than 20 sen per share to eligible investors to be identified later; and

- proposed exemption under the take-over rules from the obligation to undertake a mandatory take-over offer for the remaining G Neptune shares not already owned by Super Advantage as well as Yu Chai and Yee Hin.

Through the proposed private placement, G Neptune aims to raise at least RM108.61 million to be used for, amongst others, the purchase of building materials and repayment to contractors for future construction projects, as well as for TCS SS Precast Construction Sdn Bhd (TSPC), a CIDB Grade 7 contractor in which Southern Score owns a 35% stake.

Additionally, to better reflect the company's corporate identity going forward, it is proposed that the company name "G Neptune Bhd" be changed to "Southern Score Builders Bhd".

"The proposed acquisition of Southern Score is an integral part of the regularisation plan as it will enable G Neptune to enter into the construction industry which is a thriving and growing industry.

"This will also help in regularising the Company's financial condition as it currently does not have a core business to sustain its listing status. We expect Southern Score to benefit from the growth in the construction sector which is expected to be positive in 2022 following the reopening of Malaysia's economy," commented Yee Hin.

He also added that the company intends to venture into the manufacturing of Industrialised Building System (IBS) products through TSPC for its better construction quality and productivity, less dependency on foreign labour as well as lower costs.

Kenanga Investment Bank Bhd is the principal adviser and sponsor for the proposed regularisation plan as well as the placement agent for the proposed private placement while Malacca Securities Sdn Bhd is the independent adviser for the proposed exemption.