Koh Brothers / Metax

Koh Brothers / Metax: both companies to lift trading halt this morning. Koh Bros enters into a proposed subscription of 155m new shares in Metax Engineering for cash consideration of $8.2m, or $0.053 per Metax share. In addition, Metax will issue 165m free detachable, non-listed and non-transferable warrants to Koh Bros for nil consideration. Each new warrant has an exercise px of $0.053 with a life of 3 yrs. As at 25 Oct '12, Metax has 223.4m shares out, 40m existing non-listed, non-transferable warrants ($0.105 ex px) and 40m referral non-listed, non-transferable warrants ($$0.048 ex px). With the invmt, Koh Bros will own ~41% / 34% of Metax shares out assuming the existing and referral warrants are not exercised/ exercised. If Koh Bros chooses to fully exercise its new warrants, it will own ~59% / 51% stake assuming the existing and referral warrants are not exercised / exercised. The proposed issue is subject to Metax sh/h approvals, and obtaining a whitewash resolution to exempt Koh Bros from making a general offer for the remaining Metax shares, and other conditions which must be satisfied or otherwise waived within 3mths. Koh Bros sees this as a strategic invmt, given growth potential in Metax's business and the possibility of synergies with the group. Believes with Metax's 35 yrs of experience in providing EPC serves to the water and wastewater sector, this is an opportune time for the group to further broaden its capabilities. Post transaction, Koh Bros plans to review Metax's business and operations with a view to identify areas for synergistic benefits and to enhance Metax's strategic direction, business strategy and options. Adds it will continue to explore and evaluate earnings accretive options, both organically and through M&A, to grow the group. Based on FY11 numbers, Koh Bros expects its NTA/sh to drop from 38.63 cts to 35.78cts, and EPS to drop from 4.19cts to 4.01cts.