The six companies are Baseline Holdings Ltd., Alexandra Holdings Ltd., 285, Darley Road Ltd., Mulberry Holdings Ltd., Thudella Holdings Ltd., and Almond Trees Ltd., and will be acquired at their respective net asset values aggregating to Rs. 5.6 billion and in exchange, the shareholders of the said six companies are to receive ordinary voting shares of LRI at an issue price of Rs. 37.52 per share.
The total number of LRI shares to be issued to the aforesaid Related Parties is 137,216,313 shares.
Consequently 149,179,853 new ordinary voting shares of the Company are to be issued to the shareholders of the sad six companies in place of their shareholding in those companies (of which 137,216,313 shares are to be issued to the aforesaid Related Parties) and upon completion of the transfer of shares, the said six companies will be fully owned subsidiaries of LRI.
The new shares of LRI being issued at an issue price of Rs. 37.52 per share (which represent the adjusted Net Asset Value per share of LRI as at 31 December 2018) was considered by the Board of LRI as fair and reasonable to LRI and to the existing shareholders of LRI.
The acquisition of shares will result in the following benefits to LRI:
Increase in Total Asset Base due to the acquisition of six companies
Increase in immediate revenue due to the several operational assets being acquired
Increase in overall future revenue due to the development work that has commenced in certain assets and planned development work on the other assets being acquired
Mitigation of overall real estate related risk due to having a mix of exposures in tourism and leisure, commercial property and affordable housing
Enhancement of the overall brand value of LRI due to the diverse real estate portfolio
LRI will serve as an ideal investment vehicle if an investor requires exposure in diverse sub-asset classes within the real estate sector, and will facilitate easier borrowing for development / further acquisition if required given the large consolidated asset base.
The relevant related parties Eighth Wonder, Terence Charles Smith, Ian Joseph McVeigh, Mohamed Hisham Jamaldeen, Archie James Buckland Warman, Piers Morgan and Steradian Capital Investments Ltd.
Eighth Wonder is the single largest shareholder of the Company, which holds 16,513,863 shares constituting 37.276% of the issued shares of the Company; Terence Charles Smith is a Director of the Company and the sole shareholder of Eighth Wonder, and the other parties are Directors/Shareholders of the Company, who respectively hold 9,131,354 shares (20.612%), 6,255,806 shares (14.121%), 2,783,208 shares (6.282%) and 5,322,827 shares (12.015%) of the Company.
Steradian Capital Investments Ltd. is a company owned by Eighth Wonder, Ian Joseph McVeigh, Mohamed Hisham Jamaldeen, Archie James Buckland Warman, and Piers Morgan.
The move is to take place subject to and only upon receiving the relevant approvals from the Colombo Stock Exchange, Securities and Exchange Commission of Sri Lanka and the shareholders of the Company.
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