Rowsley

Rowsley: announces plans to venture into property devt in Msia’s Iskandar region, through the acquisition of RSP Architects and Iskandar land parcels in a $581m all share deal. Breakdown of the deals as follow, i) Rowsley has entered into a non-binding term sheet with Albert Hong Hin Kay, Lee Kut Cheung, Lai Huen Poh, Liu Thai Ker and Hud Abu Bakar (collectively “RSP Vendors”), to acquire RSP Architects Planners & Engineers for a consideration of $223m, to be satisfied by issue of new Rowsley shares at $0.15/sh, which translates to a 6.3% premium over Rowsley’s last closing px at $0.141. ii) Rowsley has also entered into another non-binding agreement with Vantage Bay Sdn Bhd to acquire parcels of vacant land located within the Iskandar devt region in Johor Bahru, measuring 9.23 ha for a consideration of $358m, to be satisfied by new Rowsley shares at an issue price of $0.15/sh. The land is located within Flagship A of the Iskandar devt region, and is located on a waterfront site just a few hundred metres from Johor’s new customs, immigration and quarantine facility, and is in close proximity to Spore. The land is to be developed into an integrated mixed use township centring on a major shopping, entertainment and residential complex. It also comprises hotel, commercial and office devts. It is expected to yield a gfa of no less than 10m sf. Adjacent to the land will be a medical hub to be jointly developed by Thomson Medical and Vantage. iii) Subject to the acquisitions being completed, Rowsley is proposing bonus warrants with exercise price of $0.18/sh, to be issued to the existing sh/h for free, on the basis of 2 warrants for every 1 Rowsley share. The exercise period for the warrants will commence 6 mths from date of listing, and expire on the 3rd anniversary from date of issue. The co intends to use the proceeds arising from the exercise of the warrants for future working capital and expansion plans. For avoidance of doubt, the RSP Vendors and Vantage will not be entitled to the bonus issue. CIMB has been appointed the financial advisor to the acquisitions. Expect trading halt to be lifted soon.