Interesting announcement from World Precision on 04-Sep-2020 at 17:34:28
1. INTRODUCTION
Further to the announcements dated 20 April 2020, 28 April 2020 and 7 August 2020, the Board of Directors (the “Board”) of World Precision Machinery Limited (the “Company”, and collectively, the Company and its subsidiaries, the “Group”) would like to announce that World Precise Machinery (Shenyang) Co., Ltd., a wholly-owned subsidiary of the Company incorporated in the People's Republic of China (the “Seller”), has entered into a sale and purchase agreement with World Agriculture (Shenyang) Co., Ltd. (the “Buyer”) on 4 September 2020 (the “SPA”), pursuant to which the Seller has agreed to sell, and the Buyer has agreed to acquire, all the shareholding interest in Shenyang World High-End Equipment Manufacturing Co., Ltd (the “Target Company”), a wholly-owned subsidiary of the Seller, on the terms and subject to the conditions of the SPA (the “Proposed Sale”). By purchasing all the shareholding interest in the Target Company, it is intended that the Buyer will acquire all of the factory buildings and land associated with such factory buildings owned by the Target Company (the “Sale Property”). The Buyer is a corporation incorporated in the People's Republic of China and is a wholly owned subsidiary of Jiangsu World Agriculture Machinery Co., Ltd. (“JWAMCL”).
2. RATIONALE AND BENEFIT TO THE COMPANY
When the Group planned and constructed the factories in Shenyang, the Group's strategy then was for the Shenyang factories to undertake the manufacturing, supply, installation and servicing of stamping machines to automobile manufacturers in the North Eastern region of China. There has been a shift in the Group's strategy, where the Shenyang factory is utilised only for the supply, installation and servicing of stamping machines, but will not be undertaking the manufacturing of stamping machines. Accordingly, the factory buildings which have been constructed are in excess of the business requirements of the Group. As at the date hereof, the Group owns four (4) factory buildings on the property in Shenyang, of which, the Group is utilising one (1) factory building for the Group’s business. The Sale Property comprises 3 factory buildings, 1 of which has been rented out to the Buyer since construction of the factory building was completed in 2014, and construction of the other 2 factory buildings have only just been recently completed.
3. USE OF SALE PROCEEDS
The consideration for the Proposed Sale is to be in cash only, and such proceeds, when received, can then be applied towards the working capital of the Group, or for other purposes as may be determined by the Board.
4. SALIENT TERMS OF THE SPA
The terms and conditions of the SPA were negotiated and agreed upon by the parties on an arm’s length basis. A summary of the principal terms of the SPA is set out below:
© Sale Consideration: RMB 263,143,415.97 which consists of market value of the Sale Property RMB 250,097,600.00, applicable value added tax of the Sale Property RMB 12,045,815.97 when transferred to the Target Co, and share capital of Target Company of RMB 1,000,000 (the “Sale Consideration”)
Now the interesting part is that the sale consideration of $49,889,044.08 (Market value of the Sale Property) is 71% of the current market cap of World Precision ($70.4 mil). So you have a fully functioning business with all required assets to carry out that business available for about $20 mil (i.e. $0.05 per share). WP had declared a dividend of $0.01 for 2019 and we can safely expect a similar dividend this year as well and maybe a Special Dividend as well
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