by Conrad Raj
04:46 AM Dec 22, 2012
SINGAPORE - Investment holding company Rowsley Ltd, which is controlled by former "Remisier King" Peter Lim, plans to transform itself into a property play in a S$581-million deal which will also see leading architectural firm RSP Architects Planners & Engineers absorbed into the company and getting a backdoor listing.
The term sheets of the all-share deal are non-binding and subject to due diligence and further definitive agreements but the plan is for Rowsley to acquire RSP from its head Albert Hong and four of his partners for S$223 million through the issue of Rowsley shares at 15 cents each.
Mr Hong has been trying to get 56-year-old RSP listed since 1995 but was told then by the Singapore Exchange that it was not ready to accept services companies.
However, the government has recently given permission for architectural firms to be listed. "We decided to do a listing through Rowsley rather than go on our own as we would then be part of a bigger entity," Mr Hong explained.
"Through Rowsley, RSP will have a strong pipeline of design and engineering projects, further strengthening our regional practice which is already one of the biggest in Asia. If the deal goes through, RSP will continue to be run by its existing management."
At the same time, Rowsley has agreed to buy for S$358 million worth of its shares 9.23 hectares of land in Johor's Iskandar project from Vantage Bay Sdn Bhd, which is 70 per cent owned by Mr Lim and Johor Crown Prince Ismail Idris, who holds the remaining 30 per cent.
The site will be transformed into a S$3 billion mixed use development comprising apartments, malls, convention centres and offices.
Mr Lim, who is also investing in a hospital to be run by Thomson Medical in an adjoining two-hectare site and a RM3.5 billion (S$1.4 billion) race track in Iskandar, is expected to continue to be Rowsley's biggest single shareholder with about a 40 per cent stake.
If the deal goes through, and this could take up to six months, Rowsley proposes a bonus issue of two free warrants for every existing share at an exercise price of 18 cents per share, which could raise up to S$356 million.