Rowsley Share Price

[Etienne Levic]

Rowsleywill acquire the privately held Thomson Medical, which is a provider of healthcare services for women and children in Singapore, and a 70.36 per cent stake in Malaysia-listed TMC Life Sciences (TMCLS).

To fund the purchase, Rowsley will issue 21.3 billion new shares at S$0.075 per share. Rowsley will also acquire 597 million TMCLS warrants in cash. After the new shares are issued, Mr Lim will own 90.07 per cent of Rowsley, up from 45.36 per cent currently.

The acquisition will see Rowsley transform from a real estate and hospitality group into a healthcare player. The company will change its name to Thomson Medical Group following the completion of the acquisition.

Rowsley on Monday (Dec 18) said that it has entered into a binding agreement to acquire Mr Lim's Sasteria, which owns Thomson Medical and TMCLS. Medical assets in Sasteria have a value of about S$958.3 million.

Existing Rowsley shareholders will be offered two bonus warrants at an exercise price of nine Singapore cents for each existing share. For every bonus warrant exercised, a piggyback warrant can be exercised on a one-for-one basis. Each additional warrant has an exercise price of 12 Singapore cents per share.

"The bonus warrants and piggyback warrants are exercisable from the date of issue of the bonus warrants, up to the market day immediately preceding the first and fourth anniversary of the issuance of the bonus warrants respectively," Rowsley said.

If all the bonus and piggyback warrants are exercised, Rowsley will receive about S$850 million to S$1.13 billion of proceeds respectively, which the firm will use to fund its future growth and working capital.

Said Rowsley chairman Ng Ser Miang: "Post-acquisition, Rowsley will be one of the largest SGX-listed (Singapore Exchange-listed) healthcare players... The changing demographics in South-east Asia suggest that private healthcare is poised for a sharp acceleration in growth." Both Thomson Medical and TMCLS have plans to capitalise on burgeoning demand for healthcare services in the region. Thomson Medical will continue to grow beyond its current core obstetrics and gynaecology services by expanding its service offerings and opening more specialist clinics.

Meanwhile, TMCLS intends to make its Tropicana Medical Centre in Kota Damansara one of the largest integrated healthcare facilities in the Klang Valley by tripling its bed capacity. When the new wing is completed, the hospital will have a capacity of 600 beds, offering comprehensive tertiary healthcare services, Rowsley said.

In addition, TMCLS has plans to expand in Johor Baru through the proposed Thomson Iskandar Medical Hub. A five-minute drive from the Causeway, the hub will be an integrated development that encompasses a 500-bed tertiary hospital, a 400-suite medical tower and a complementary retail space. "The tertiary hospital, Hospital Iskandariah, will be equipped with state-of-the-art facilities and equipment, and will have seven Centres of Excellence in cardiology, diabetes, fertility, gastroenterology, oncology, orthopaedics and urology," Rowsley said.

Among other conditions, the transaction is subjected to regulatory approvals, minority shareholder approvals, and the successful fulfilment of conditions set out in the acquisition agreement. An extraordinary general meeting is expected to be held in the first quarter of 2018, with a circular containing further details dispatched to shareholders in due course, Rowsley said.

Singapore-listed Rowsley announced yesterday that it is acquiring Sasteria Pte Ltd, the owner of Thomson Medical and the controlling shareholder of TMC Life, from Lim for S$1.6 billion (RM4.85 billion).

TMC Life has also proposed the construction of the RM1.2 billion Thomson Iskandar Medical Hub on a 4.14-acre (1.68ha) site in Johor. The integrated development includes a 500-bed tertiary hospital, a 400-suite medical tower and a complementary retail space.

Rowsley will also acquire 597.32 million TMC Life warrants in cash, each at a price equal to the volume-weighted average price of the warrants traded on Bursa Malaysia, for the one-month period immediately preceding the date falling four market days prior to the date of the extraordinary general meeting to be convened.

Each bonus warrant has an exercise price of S$0.09. For every bonus warrant exercised, an additional warrant (piggyback warrant) can be exercised on the basis of one piggyback warrant for every one bonus warrant. Each piggyback warrant has an exercise price of S$0.12 per share.

If all the bonus warrants and piggyback warrants are exercised, Rowsley will receive S$850 million and S$1.13 billion of proceeds respectively, which will be used to fund its future growth and working capital.

The Singapore-listed company had first proposed in 2012 to build an integrated project comprising upscale condominiums, a retail mall, a hotel, as well as offices on the approximately 9ha land. The project was scheduled to launch last year but was delayed as market sentiment weakened.

A soft property market has hit Singapore-listed Rowsley hard. It reported a 92 per cent slump in net profit in the second quarter ended June 30 this year. Its share price has also suffered, plunging 23 per cent this year. Today, the counter closed 1.3 per cent lower at S$0.148 per share.

In its new plan, Vantage Bay Healthcare City will comprise approximately 500,000sqm in gross floor area. Its gross development value is estimated to be RM5 billion (S$1.65 billion). Mr Lock said the project will take 10 years to complete, and the company will fund the investment through a mix of internal funding and bank financing.

In a small village on the A6, The Peacock is in prime position for exploring the surrounding National Park countryside. Haddon Hall and Chatsworth House are both a scenic hike or short drive away, and attractions such as the underground caverns of Castleton and plague village of Eyam are all within easy striking distance. Buses to Buxton, Bakewell, Matlock and beyond pass right by the front door, while the mainline station in Chesterfield is a 20-minute taxi ride away.

Staff are efficient, friendly and happy to share tips on local attractions. There's no gym or spa but reception has printouts giving detailed directions for recommended local walks, plus guidebooks (and spare wellies) that guests can borrow. Post-walk, you can book an in-room massage and leave wet gear in the warming room to dry out. Guests can take advantage of discounted entry to Haddon (half-price) and Chatsworth (20 per cent off), free temporary membership of Bakewell golf club, and excellent fly fishing (for trout and grayling) on the Derwent and Wye rivers, complete with a guide and equipment if needed.

The slightly formal restaurant is all about fine dining, and chef Dan Smith (who trained with Tom Aikens) serves up inventive, multi-layered dishes that make good use of locally produced ingredients, including Derbyshire-reared beef, lamb and pork. Some have an Asian twist (tuna with yuzu, pickled cucumber and soy, say) while others are more modern British (eg pig's head croquettes with ham, celeriac and truffle).

If you fancy something more casual, try the cosy bar, with its own menu of simpler food (such as rib-eye steak or fish and chips) and a selection of local ales and well-mixed cocktails. At breakfast there's a buffet of cereals, fruits, yoghurts and pastries plus cooked options including porridge, waffles, kippers, bacon sandwiches and eggs every which way.

3a8082e126