KUALA LUMPUR (Nov 12): TMC Life Sciences Bhd’s 70.35%-shareholder Thomson Medical Group Ltd (TMG) has proposed to distribute its entire interests in its real estate business to shareholders via distribution in specie by way of capital reduction of some S$155.97 million at between 0.35 cents and 0.60 cents per share. 

TMG, which is listed on the Singapore stock exchange, issued a filing proposing the distribution of the wholly-owned unit RSP Holdings Pte Ltd (RSPH), which will hold the ownership of all its real estate businesses, including in hospitality, integrated real estate services, and industrial design.

The proposal is eligible to TMG shareholders with Singapore address on the basis of one-for-one swap between RSP shares and TMG shares held, it said. Fractional entitlements shall be disregarded.

Following the distribution, TMG will remain with its integrated healthcare business focusing on obstetrics and gynaecology and paediatric services in Singapore, and multi-disciplinary tertiary care services and fertility services in Malaysia. 

“The RSPH Shares will be distributed free of encumbrances and together with all rights attaching thereto on and from the date of completion,” it added. 

TMG currently has existing issued share capital of 26.07 billion shares, plus 9.48 billion bonus warrrants and 1.05 million piggyback warrants. 

Upon completion of the proposed distribution, RSPH will be converted from a private limited company to a public limited company that is not listed on the Singapore exchange. 

For shareholders who do not wish to hold RSPH shares, TMG said it is exploring options to provide another alternative, such as cash distribution for all entitled portions. 

Pursuant to the proposed distribution, TMG will transfer all its real-estate related businesses such as RSP Architects, Rowsley Hospitality Holdings Pte Ltd, Rowsley (SM) Pte Ltd and GG Collections to RSPH for S$87.3 million.

RSPH will also be obliged to repay another S$69.42 million owed by RSPH and its subsidiaries.

Both will be satisfied by new RSPH shares to TMG, the filing said. 

The pro forma net book value of RSPH upon completion of the restructuring is approximately S$155.97 million, based on the group’s unaudited financial statements as at Sept 30, 2018.

“The company’s shareholders’ equity would be reduced by such an equivalent amount, pursuant to the capital reduction,” TMG said.

“Presently, the company is exploring various options, including divestment, in respect of Finestday Ltd and Café Football,” the filing added. 

At 10.07am, shares of TMC Life Sciences fell one sen or 1.31% in low trading, for a market capitalisation of RM1.31 billion.