[p1acebo]

ANNEX B LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS

Having considered the above and subject to the assumptions and qualifications set out in this Letter, we are of the opinion that on balance, the financial terms of the Offer are not fair and not reasonable.

In arriving at our opinion, we have considered the following pertinent factors and have placed greater emphasis on asset-based financial ratios given that the Company is in asset intensive business:

(i) we note that the Group has been profitable from FY2022 to FY2024 with net profits increasing from approximately S$3.65 million in FY2022 to approximately S$6.27 million in FY2024. The Group has also declared dividends over the last three financial years with dividend yield ranging between 7.61% and 10.99%. The Group&rsquo s shareholders equities have increase from S$104.74 million in FY2022 to S$107.54 million in FY2024. This implies that the Group is able to generate returns from the deployment of its assets. Accordingly, the steep discount of the Offer Price, on a cash and cash equivalent adjusted basis, from the Ex-cash NAV per Share, Ex-cash NTA per Share, Ex-cash RNAV per Share and Ex-cash RNTA per Share for a company that is profitable, declaring dividends at a high single digit yield and growing shareholders equities with significant cash reserves does not appear to be reasonable

(ii) the Offer Price, as adjusted for cash and cash equivalents of S$0.14 per Share, represents significant discounts to the Ex-cash NAV per Share, Ex-cash NTA per Share, Ex-cash RNAV per Share and Ex-cash RTA per Share that ranged from 72.45% to 80.36%

(iii) The Offer Price represents a premia of over the 1-month, 3-month and 6-month VWAP prior to the Offer Announcement Date that is significantly lower than the mean and median premia of the Selected Comparable Transactions and

(iv) the P/NAV and P/RNAV as implied by the Offer Price is below the median and mean of the P/NAV ratios of the Selected Comparable Transactions.

Accordingly, we advise the Independent Directors to recommend that Shareholders REJECT the Offer.

[p1acebo]

Extrated from IFA Report...
Based on the latest announced audited financial results of the Company for FY2024, the Company recorded a NAV and NTA position of approximately S$107.54 million and S$103.09 million respectively, equivalent to approximately a NAV value of S$0.99 per Share and a NTA value of S$0.95 per Share as at the Latest Practicable Date.

[p1acebo]

After Sin Heng makan back the upcoming 5cts dividend, the actual takeover price is just 53cts  

versus  NAV 99cts & NTA 95cts 

[p1acebo]

Even their IFA baotoh them indicating offer is NOT FAIR and NOT REASONABLE and indicate to their independent directors to tell shareholders not to take up the offer

Annex B - B37

https://links.sgx.com/FileOpen/2.%20Sin%20Heng%20-%20Offeree%20Circular.ashx?App=Announcement&FileID=841315

[p1acebo]

Sin Heng AGM & EGM is on 29 April 2025.

The takeover offer ends 5pm 30 April 2025.

Rush job to prevent minority shareholders from asking questions and time to think over

[p1acebo]

https://simplywall.st/stocks/sg/capital-.../valuation


This site values Sin Heng at $2.80

[p1acebo]

https://valueinvesting.io/BKA.SI/valuation/fair-value


This site values Sin Heng at $1.79

[p1acebo]

Hopefully more minority shareholders can take note.  Right now the Sin Heng bosses, SSH and those accepting minority shareholders total only 72.37%

That means they only need to get 17.63% more from remaining minority shareholders to get to the 90% threshold to trigger the takeover.

Please help to dissemindate the lowball takeover Rejection recommendation by Sin Heng's own Independent Financial Advisor/

[Ernesto]

SGX is useless where many using it as tool to scam investor instead of doing real business to earn decent dividend.
Most delist below IPO price later list at high price again when all is forgotten.

[Ernesto]

Dun forget this every five existing shares was consolidated into one consolidated share

[ysh02]

What if they cannot get 90% by end April ? Those surrendered one can they take back their own shares ?

[p1acebo]

What if they cannot get 90% by end April ? Those surrendered one can they take back their own shares ?

Not too sure.  But for the failed Suntec REIT  takeover, they returned the shares 

[p1acebo]

The Sin Heng Substantial Shareholders (SSH) are very smelly.

They even hide and park their IFA’s recommendation (To reject) under some obscure Takeover Circular .

You can be sure when the hardcopy document reaches you it will be very late. And you may already have made the erroneous decision.

My take is to Reject. If suay suay hit 90% so be it. Your shares will be makan and you will paid 58cts per share anyway. So no loss.

[p1acebo]

What if they cannot get 90% by end April ? Those surrendered one can they take back their own shares ?

If you sell in open market then no.

[victortan]

Only gondo buy this type of share. 

Never ever buy SGX again. U will enjoy been poor.

[p1acebo]

Only gondo buy this type of share. 

Never ever buy SGX again. U will enjoy been poor.

Safer than US stocks and crypto 

[ysh02]

So they give us 53c plus 5c div. and close shop or business continue ? Make money in Myanmar and Thailand....

[p1acebo]

So they give us 53c plus 5c div. and close shop or business continue ? Make money in Myanmar and Thailand....

Their business continue.  Very profitable that’s why they want to take it private. Don’t want to share the profits with other people.  When they first started they need funds so go IPO.

Now grown to very profitable business they don’t want to share anymore 

[p1acebo]

So they give us 53c plus 5c div. and close shop or business continue ? Make money in Myanmar and Thailand....

They give 5cts every year.  Very smelly seem like takeover is 58cts when it is just 53cts, way below the NAV of 99cts.

Some share sites even value Sin Heng at $2.80 and $1.79 respectively.

[p1acebo]

Now the SSH getting worried.  Trying to buy from the open market at 58cts liao.  

But why should we throw in the towel and sell at 53cts (minus 5cts dividends) when the NAV is already easily 99cts?

Minority shareholders unite and reject such a lowball offer! 

It’s like settling for siew mai when you can have juicy mangoes 

[Niubee]

ANNEX B LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS

Having considered the above and subject to the assumptions and qualifications set out in this Letter, we are of the opinion that on balance, the financial terms of the Offer are not fair and not reasonable.

In arriving at our opinion, we have considered the following pertinent factors and have placed greater emphasis on asset-based financial ratios given that the Company is in asset intensive business:

(i) we note that the Group has been profitable from FY2022 to FY2024 with net profits increasing from approximately S$3.65 million in FY2022 to approximately S$6.27 million in FY2024. The Group has also declared dividends over the last three financial years with dividend yield ranging between 7.61% and 10.99%. The Group&rsquo s shareholders equities have increase from S$104.74 million in FY2022 to S$107.54 million in FY2024. This implies that the Group is able to generate returns from the deployment of its assets. Accordingly, the steep discount of the Offer Price, on a cash and cash equivalent adjusted basis, from the Ex-cash NAV per Share, Ex-cash NTA per Share, Ex-cash RNAV per Share and Ex-cash RNTA per Share for a company that is profitable, declaring dividends at a high single digit yield and growing shareholders equities with significant cash reserves does not appear to be reasonable

(ii) the Offer Price, as adjusted for cash and cash equivalents of S$0.14 per Share, represents significant discounts to the Ex-cash NAV per Share, Ex-cash NTA per Share, Ex-cash RNAV per Share and Ex-cash RTA per Share that ranged from 72.45% to 80.36%

(iii) The Offer Price represents a premia of over the 1-month, 3-month and 6-month VWAP prior to the Offer Announcement Date that is significantly lower than the mean and median premia of the Selected Comparable Transactions and

(iv) the P/NAV and P/RNAV as implied by the Offer Price is below the median and mean of the P/NAV ratios of the Selected Comparable Transactions.

Accordingly, we advise the Independent Directors to recommend that Shareholders REJECT the Offer.

Play big. Raise this to LW before election.

[p1acebo]

That's why rich bosses become richer.  They bully and lowball their employees and shareholders     

[p1acebo]

You want siew mai or mangoes?

[p1acebo]

Date: April 21, 2025

The Securities Investors Association (Singapore) or SIAS urges all shareholders of Sin Heng Heavy Machinery Limited to REJECT the voluntary unconditional cash offer of S$0.58 per share that was made by TAL Ltd last month.

SIAS notes that the Independent Financial Adviser (IFA) has recommended that shareholders REJECT the offer on the grounds that it is NOT FAIR AND NOT REASONABLE.

In arriving at its recommendation, the IFA noted that the Group has been profitable from FY2022 to FY2024 with net profits increasing from approximately S$3.65 million in FY2022 to approximately S$6.27 million in FY2024.

The Group has also declared dividends over the last three financial years with dividend yield ranging between 7.61% and 10.99%.

Among other reasons, the IFA’s conclusion to REJECT was based on the Price/Net Asset Value (P/NAV) and Price/Revalued Net Asset Value (P/RNAV) as implied by the Offer Price being below the median and mean of the P/NAV ratios of selected comparable transactions.

SIAS also notes that the offer price is a 41% discount to the estimated net asset value of S$0.98 per share, a figure that would be even higher if a dividend of S$0.05 were to be excluded from the offer price.

SIAS would also like to draw attention to the questions raised by SIAS to Sin Heng Heavy Machinery Limited ahead of the Company’s Annual General Meeting due to be held on 29 April, which have yet to be answered. Please click on the link here to view the questions.

The offeror has said that the price is final and will not be revised and the offer will close on 30 April 2025 at 5:30 pm.  SIAS believes it is in the best interests of all minorities to collectively send a message to the offeror that they will not accept such a lowball offer. No action is required from the shareholders to reject the current offer.

We believe the Company has incurred unnecessary costs to respond to this offer by TAL, which has been deemed not fair and not reasonable. While any party has the right to make an offer to shareholders, SIAS urges all offerors to act responsibly and fairly. If TAL remains sincere in taking the Company private, we believe the offeror should consider the RNAV of $1.15 per share as a starting point.



David Gerald
Founder, President and CEO
SIAS

https://sias.org.sg/latest-updates/press...m-tal-ltd/

[p1acebo]

https://www.businesstimes.com.sg/compani...scount-nav

[p1acebo]

Sin Heng's own IFA, SIAS and BT have all said that it is unfair and unreasonable to minority shareholders.

SIAS President also added that if Tal United remained sincere in taking Sin Heng private, he believed that it should consider a revalued NAV of S$1.15 a share as a starting point.

[p1acebo]

Majulah Singapura!

https://youtu.be/tZk38P5ECL0?si=FF1SFd0ziQTarsgr

[ysh02]

So if their kaki can get 90 plus game over loh ...

[p1acebo]

So if their kaki can get 90 plus game over loh ...

If Sin Heng owners & SSH reach 90% of shares, yes than gg for minority shareholders like us.

But I don’t think the majority of Sin Heng minority shareholders can be that silly to sell out at such a lowball offer.

At least I hope so 

[pinkpanther]

Share prices no gap up....no bbs interested in this stock..I think they release this news to lure in suckers to buy at current price