AsiaPhos plans to buy gold, copper miner MMJV for up to S$72m in RTO

CHINA-FOCUSED phosphate miner AsiaPhos Limited on Friday said it is looking to acquire the entire stake in gold and copper miner MMJV, in a deal that will constitute a reverse takeover of the former.

AsiaPhos plans to issue and allot to the seller its ordinary shares at 0.5 Singapore cent apiece, totalling either S$72 million or half of the agreed valuation of the target group, whichever is lower.

The agreed issue price is at a 75 per cent discount to the weighted average trading price of AsiaPhos shares of 2.17 Singapore cents on the market day before AsiaPhos signed a term sheet on Tuesday with Mining and Minerals Industries Holding (MMIH).

It was determined based on, among other things, the parties' perceived value of AsiaPhos of S$8 million and the outstanding payables to AsiaPhos chief executive officer Ong Hian Eng and AsiaPhos subsidiary Norwest Chemicals.

The AsiaPhos group owed S$750,000 to Dr Ong as at Friday and S$2.8 million to Norwest as at June 30. Under the proposed deal, MMJV is to raise further capital and set aside S$2.8 million in proceeds to discharge these debts.

The 0.5 Singapore cent issue price is subject to adjustments if there is a share consolidation that may be required to comply with listing rules.

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The non-binding term sheet with the seller MMIH will automatically terminate if no definitive agreements are executed by Oct 31.

Its commercial terms are subject to further due diligence, negotiations between the parties and the entry into definitive agreements. An independent and qualified valuer will issue a valuation report on MMJV, excluding any convertible or exchangeable debentures that will be discharged at the deal's completion.

Singapore-incorporated MMJV, its subsidiaries and associated companies hold controlling interests in three gold and copper mining concessions in the Philippines. The seller, MMIH, is likewise a Singapore-incorporated company, and wholly owns MMJV.

A week ago, AsiaPhos said it was weighing a restructuring exercise to restore its financial position, after its mining operations in China were interrupted. The Mianzhu city government had given a directive to vacate and rehabilitate two of the mines, in addition to the national government imposing a stoppage of mining operations at one mine and the non-renewal of that mine's licences.

AsiaPhos said that while its management is in talks with the Chinese government on compensation proposals and has requested arbitration, the board expects that any outcome may take years and require substantial funding.

In connection with the proposed acquisition, AsiaPhos is also proposing a share consolidation, an issue of bonus warrants, the sale of its factory in China and a whitewash waiver.

The listed firm said it will be appointing a full sponsor in relation to these proposed transactions and the reverse takeover, as required.

It intends to get Norwest to issue bonus warrants to existing AsiaPhos shareholders on a pro rata basis, before or concurrently with the reverse takeover's completion, as a way to dispose of the subsidiary.

If and when the AsiaPhos shareholders convert all these warrants in full, they will own a total of at least 99 per cent of the enlarged share capital of Norwest.

As the ongoing discussions and arbitration for the mining interruptions will be led by Norwest, the proposed warrant issue will allow AsiaPhos shareholders to still "participate in the rewards and risks" associated with those discussions and arbitration even after the reverse takeover and the disposal of Norwest, said AsiaPhos.

AsiaPhos plans to seek shareholders' and other regulatory approvals for the proposed warrant issue.

It added that it had sought to restore its financial position and transform the company into "a more suitable listing platform for new assets".

The long-stop date for completion of the proposed acquisition of MMJV is one year from the date of the definitive agreements.

Catalist-listed AsiaPhos had requested a trading halt on Tuesday after market close. It lifted the halt on Friday afternoon, and the stock went on to finish the day at 2.1 Singapore cents, up 0.1 Singapore cent or 5 per cent.