You are on page 1of 4

12 April 2010

MEDIA RELEASE

Singapore-Listed Sapphire Announces Major Restructuring To


Unlock Shareholder Value; Will Hold Direct 9.2%-Stake in Hong
Kong-Listed Iron Ore Company worth approximately S$175 million

• Restructuring will dis-intermediate two associate holding companies and group PRC
based fuel and steel assets under newly formed special purpose vehicles

• Move will provide flexibility for future mergers & acquisitions and corporate
restructuring exercises

• Assuming restructuring had been completed on 31 December 2009, it would have


recorded NTA per share of 2.72 cents (instead of 1.76 cents) and EPS of 1.49 cents
instead of 0.28 cent

Singapore, 12 April 2010 – Singapore Exchange Catalist-listed Sapphire Corporation


Limited (“Sapphire” ) announced today a corporate restructuring which will allow it to hold a
direct 9.2% stake in a Hong Kong-listed iron ore company, China Vanadium Titano-
Magnetite Mining Company Limited (“China VTM”), freeing up the shares, with an
approximate market value of S$175 million, for possible sale.

Sapphire’s shares in China VTM – listed on the Hong Kong Stock Exchange last year and
having a current market capitalization of HK$10.7 billion – are currently held indirectly
through two intermediate holding companies. Sapphire currently holds a 40%-stake in
Kingston Grand Limited (“Kingston”), a British Virgin Islands company, which in turn holds a
40%-stake in Hong Kong-based Trisonic International Ltd (“Trisonic”).

The restructuring will give Sapphire and its partners greater flexibility to conduct mergers
and acquisitions or further restructuring.
Sapphire has signed a deed of restructuring with the People’s Republic of China (“PRC”)
founders of Hong Kong-based Trisonic which holds a 57.51% stake in China VTM, a 70%-
stake in fuel chemical company, Neijiang Bowei Fuel Chemical Co., Ltd (“Bowei”) and a
68%-stake in a steel company, Weiyuan Steel Co., Ltd. (“Weiyuan”)

While the current corporate structure has served Singapore-headquartered Sapphire in the
last two years since it embarked on a strategic shift towards steel and resources-related
investments in PRC, the directors felt it should now be streamlined to allow greater corporate
flexibility.

As part of the restructuring, the PRC founders will acquire from Sapphire its 40%-stake in
Kingston for an aggregate consideration sum of S$90.6 million and Sapphire will acquire
from Trisonic a 9.2% direct stake in China VTM for approximately S$47.5 million.

Through the restructuring exercise, Sapphire will cease to hold its effective stakes in Bowei,
Weiyuan and China VTM through Kingston and Trisonic. Apart from the 9.2% direct stake in
China VTM, Sapphire will hold its 11.2% in Bowei and 10.88% in Weiyuan through separate
special purpose vehicles.

These direct and effective stakes in the three companies will be unchanged from the current
structure; but by dis-intermediating two levels of holding companies, Sapphire has greater
room to further unlock shareholder value, building on the significant momentum established
in the financial year ended 31 December 2009 (“FY2009”).

Sapphire recorded net profit of S$43.5 million FY2009, up sharply from S$1.1 million in
FY2008, lifted by seven months of profit contribution from 51%-owned Neijiang Chuanwei
Special Steel Co., Ltd (“Special Steel”), now its core revenue earner and main business
activity, and the dilution gain from the listing of China VTM.

The restructuring will have a positive impact on Sapphire’s financial position. Assuming it
had been completed on 31 December 2009, Sapphire would have reported a net tangible
asset per share of 2.72 Singapore cents instead of 1.76 cents before the restructuring.
Earnings per share would have been 1.49 cents instead of 0.28 cent.
Sapphire’s Chief Executive Officer, Mr. Teo Cheng Kwee, said, “Sapphire is deeply
committed to constantly unlocking and enhancing shareholder value. While we had achieved
significant progress in FY2009 with a sharp increase in net profit and the establishment of a
new core business of manufacturing hot-rolled steel coils and vanadium pentoxide (“V2O5”)
flakes, this latest restructuring brings our efforts a major step further.”

“By streamlining our corporate structure we now not only hold 51% of a profitable steel
business, but also a direct 9.2% stake in a Hong Kong-listed iron ore miner and indirect
stakes in two other significant companies. This simplified structure allows Sapphire much
greater flexibility than before to pursue its corporate destiny, including embarking on more
mergers and acquisitions,” Mr Teo said.

“It will also allow the investment community to better appreciate the underlying value of
Sapphire – a company with a market capitalization of approximately S$307 million based on
the weighted average price on 9 April 2010 – and the direct stake in China VTM itself is
worth approximately S$175 million,” he added.

# ENDS #

This announcement has been prepared by the Company and its contents have been reviewed by the
Company’s sponsor, Stamford Corporate Services Pte Ltd (the “Sponsor”), for compliance with the
relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this
announcement.

This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes
no responsibility for the contents of this announcement including the correctness of any of the
statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr. Bernard Lui.
Telephone number: 6389 3000 Email: bernard.lui@stamfordlaw.com.sg
Media & Investor Relations Contacts:

WeR1 Consultants Pte Ltd Sapphire Corporation Limited


29 Scotts Road 123 Genting Lane
Tel: (65) 6737 4844 Fax: (65) 6737 4944 Tel: (65) 6843 6802 Fax: (65) 6253 8585

Lai Kwok Kin laikkin@wer1.net Angeline Lim


Ng Chung Keat ngck@wer1.net Corporate Communications Manager
angelinelim@sapphirecorp.com.sg

About Sapphire Corporation

Sapphire Corporation Limited is principally engaged in the manufacture of steel and vanadium
products, mainly hot rolled coil (HRC), vanadium pentoxide (V2O5) & ferrovanadium (FeV80) and
trading of minerals as well as investments in mining operations and resources-related businesses.

The Group’s steel making subsidiary, Neijiang Chuanwei Special Steel Co, Ltd is an integrated steel-
making group which owns two iron ore mines, a steel plant and a coke plant which are all located in
Sichuan province, China.

The Group’s mineral trading arm supports the group's value chain in the procurement of raw materials
from the global market as well as supplying to steel producers in China.

The Group is headquartered in Singapore and has subsidiaries and associates in China, Malaysia
and Hong Kong.

You might also like