8S Capital Holdings Pte. Ltd. announced its intention to make a voluntary conditional cash offer for all the issued and paid-up ordinary shares of 800 Super Holdings Limited (SGX: 5TG) other than those Shares held by the Offeror as at the date of the Offer.

The Offeror intends to offer S$0.90 in cash per Offer Share. This represents:

- A premium of 30.6% to 800 Super's 1-month volume weighted average price to 26 April 2019, the last full market day on which the Shares were transacted prior to the announcement of the Offer

- A premium of 31.2% to 800 Super's 3-month VWAP to 26 April 2019

- A premium of 25.3% to 800 Super's 6-month VWAP to 26 April 2019

The Offeror does not intend to increase the Offer Price.

Lee Koh Yong, a Director of the Offeror, commented, “The Offer represents an opportunity for shareholders to realise their entire investment in the Shares at a premium to historical trading prices. It also provides shareholders with a means for a clean cash exit that would otherwise not be available given the low trading liquidity of the Shares. At the same time, privatising will enable 800 Super to save on expenses relating to the maintenance of a listed status and allow the Company to focus its resources on operational matters amidst the competitive business landscape.” Lee Koh Yong is also the Executive Chairman of 800 Super.

The Offer will be conditional upon the Offeror having received not less than 90% of the total number of issued Shares as at the close of the Offer. As at the date of this announcement, Lee Koh Yong and five of his siblings, as well as a vehicle wholly-owned by the Lee Family Members, who together hold approximately 77.6% of the Shares, have provided irrevocable undertakings to accept the Offer and roll all of their Shares into the Offeror by subscribing for ordinary shares in the Offeror. Following the Subscription, the Lee Family Members and YSI will own all of the ordinary shares of the Offeror.

If the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares, it intends to delist the Company.

Leading global investment firm KKR intends to fund the Offer by providing a hybrid combination of debt and structured equity financing to the Offeror, primarily from pools of capital including KKR’s Private Credit Opportunities II fund and proprietary investment vehicles.

Lee Cheng Chye, a Director of the Offeror, said, “Our family welcomes the financing solution provided by KKR. The innovative structure of the deal enables us to continue owning the Company and we look forward to go on working with the Company’s existing management team and employees in partnership with KKR.” Lee Cheng Chye is also an Executive Director and the Chief Executive Officer of 800 Super.

Ashish Shastry, Member & CEO of KKR Southeast Asia, said, “KKR’s primary goal in this region is to work with great entrepreneurs and the founding families of homegrown businesses. We are very flexible on the type of support we provide — in this case, the Lee family required a credit-oriented solution, but we are also working with family groups by making majority or minority equity investments. We are looking forward to doing more with the Lee family and other great entrepreneurial families in Singapore and across Southeast Asia.”

“We are excited to work with the Lee family on a landmark credit deal for KKR in Singapore,” added Brian Dillard, Managing Director & Head of KKR Asia Credit. “This is a prime example of how our team looks to work with leading businesses to provide unique and flexible capital solutions that meet the objectives of our business partners. We hope to continue to leverage our alternative investment franchise and credit capabilities to provide well-tailored financing solutions for other family and business groups in the region.”

An offer document setting out the terms and conditions of the Offer and enclosing the relevant form(s) of acceptance will be despatched to shareholders not earlier than 14 days and not later than 21 days from today.

RHB Securities Singapore Pte. Ltd. is the financial adviser to the Offeror in connection with the Offer, while WongPartnership LLP is the legal adviser to the Offeror in connection with the Offer.