SGH group purchase shares of Expolanka Holdings PLC(English translation)


SG HOLDINGS CO.LTD. ("SGH") announces that its subsidiary SG HOLDINGS GlOBAL PTE. LTD. ("SGG") is to purchase majority of ordinary shares of Expolanka Holdings PLC ("Expolanka"), a logistics company of Sri Lanka listed in Colombo Stock Exchange by the combination of a cross trade transaction executed today and takeover bid to be executed later (the "TOB") with following details.

SGG purchased 30% stake of Explanka by the cross trade transaction dated 9 May,2014 and started the procedure of the TOB in accordance with the Security Exchange Act of Sri Lanka. This transaction is amicable and board of directors of SGG and the Sellers (controlling shareholders of Expolanka) have approved the transaction.

1. Purpose of purchasing shares of Expolanka

  1. Background of the share purchase
    SG Holdings group announced to strengthen the overseas business in its Third Stage Plan of the Medium-term Management Plan and one of its core policy is to expand global freight forwarding business. In 2013 SGH set up SGG as a controlling company of the overseas business in Singapore which locates at the center of the information and logistics of Asia and prepared management environment to expand further overseas networks and business scale.
  2. Profile of Expolanka
    Expolanka is a freight forwarder company locating its head office in Colombo, Sri Lanka and spanning its own office in 49 cities among 18 countries including the USA whose revenues is approximately 39.5 billion yen. As features, the company has a strong network of European agents cultivated mutual trust relationships , its sales in the South Asian countries ranks in IATA top 10 and it is good at air freight for apparel companies. The company has travel and tourism, trade and production, and investment business segment in addition to the logistics segment.
  3. Points of the transaction
    1. Consistency with the overseas business strategy of SGH group
      SGH group provides services including international freight forwarding, custom clearance, 3PL and tracking controlled by SGG in the developing markets including China, ASEAN and North America and intends to "look west" by expanding business aiming to establish global network including further west of Asia. Investment to Expolanka is a further step to proceed the global network strategy of our group.
    2. Expertise of the particular region and logistics More than 80% of the revenues of Expolanka derive from the forwarding business including transactions with major apparel makers in Europe and USA. SGH group considers that the company is its ideal partner with strong relationship with the customers cultivated relationship for a long time, local coverage centering the economic region of Indian Ocean and high expertise as well as business knowledge and experience.
    3. Synergy with SGH group
      Both companies have a common field of expertise in the transactions with companies in apparel industry. As SGH group is developing international logistics business between Japan and Asian countries mainly for Japanese customers and Expolanka mainly deals freight forwarding business for customers in Europe and USA, both can grow business by complementing each other in the aspect of customers and business region. Further, SGH group plans to satisfy our customer to expand its international business in a global market by using the forwarding network of Expolanka. Especially, we believe it is useful for our customers to obtain Expolanka's presence in the economic region of the Indian Ocean where most Japanese companies do not necessarily have good business positions. Also, by connecting with our network in Japan, China and ASEAN, Explanka can add its business value as well as expanding its customer base and business fields.

2. Summary of the TOB

  1. Offeror
  2. Offeree
    Expolanka Holdings PLC
  3. Type of share to be offered
    Ordinary share
  4. Purchase price
    10.7 LKR per share
    This purchase price are calculated and decided by the method comparing with similar companies of the industry, the method by comparing with similar transactions and DCF method, considering its asset, business and projection.

3. Profile of Expolanka

(1) Company name Expolanka Holdings PLC
(2) Business Freight Logistics, Travel and tourism, Trade and production and Investment
(3) Established 1978
(4) Location Colombo, Sri Lanka
(5) Representative Group CEO Hanif Yusoof
(6) Capital 4,097 million LKR(Approximately 3,200 million yen)*
(7) Major Shareholders (Holding ratio against total of issued shares)*
Sattar Kassim 14.65%
Osman Kassim 14.52%
Shafik Kassim 14.52%
Hanif Yusoof 14.52%
Farook Kassim 14.40%
(8) Number of issued 1,954,915,000 ordinary shares*
(9) Relationship with SGH
Capital relationship none
Human relationship none
Business relationship none
(10) Financial year end End of March
(11) Number of employee 2,768 (consolidated) 106 (single entity)*
(12) Consolidated revenue 50,075 million LKR (approximately 39,500 million yen)*

*Business Result as of the financial year end of March 2013. Calculated by 1LKR=0.79yen.

4. Effect to the business performance of SGH group

Currently investigated and will be disclosed after TOB if it is necessary.

5. Supplemental Information

The TOB referred in this press release is not started yet. This press release provides information only and does not offer purchase or sale of the ordinary shares of Expolanka

Profile of SGG

Established June, 2012
Head Office 150 Beach Road #28-01/02 Gateway West, Singapore 189720
Representative Director Naosuke Kawasaki
Capital 80.5 million USD (as of 31 March, 2014)

Expolanka Holdings PLC

Colombo Stock Exchange