TROUBLED real-estate investor JSM Indochina Ltd has announced an agreement with Trinity Structure & Finance for the conditional disposal of all its subsidiaries, according to a company statement.
This move follows the recent sales of JSM’s properties in the region – five in Cambodia and one in Vietnam – as the company works its way towards an eventual liquidation.
“Following the conditional disposal of the company’s real- estate assets, the board believes this transaction is the most efficient means of expediting further returns of capital to shareholders,” the statement said.
Trinity will acquire all the issued share capital in JSM Indochina’s direct subsidiary, JSM Indochina Properties Ltd, for US$1, according to the statement.
JSM Properties owns all of the parent company’s other subsidiaries.
Trinity, which focuses on a mergers and acquisitions, corporate finance and restructuring and initial public offerings, declined to elaborate on its intentions for JSM Indonesia Properties.
“We're exploring the various options of what to do with these entities,” Jonathan Lynch, Trinity's country manager and legal counsel, said.
“We have numerous other deals in the pipeline,” he said, adding that this was Trinity’s first transaction in Cambodia.
JSM Indochina Ltd said the transaction was preferable to individual liquidations in Cambodia, Vietnam, Singapore and the Cayman Islands, which is where the company was incorporated.
The company hoped to avoid the additional legal work, tax obligations and other liabilities that would be inherent in undertaking those individual liquidations, JSM said.
“These actions would be expected to take a long period of time to complete and involve the company incurring significant costs,” the statement said.
Completion of the transact-ion would be conditional on the completion of the disposal of JSM Indochina’s Cambodian portfolio, according to the company.
The portfolio was sold in April to Hongkong Land (Singapore) Pte Ltd for $35.7 million, although the deals are not expected to close until later this year.
Hongkong Land bought the Embassy Centre property near Wat Phnom, JSM' s two colonial mansions and the Ounalom property, near the riverside in Phnom Penh, as well as a 31,000 square-metre plot near the Raffles Grand Hotel d´Angkor, in the heart of Siem Reap.
In May, JSM transferred the land-use rights for its Peninsula property, in Ho Chi Minh City, to the Sao Sang Saigon Joint Stock Company for $11 million.
Over the past couple of years, JSM Indochina Ltd shareholders have complained about the company and its investment strategies.
In April, shareholders demanded the realisation of JSM Indochina’s regional portfolio, which led to the sales in Cambodia and Vietnam.
The board of directors will eventually seek shareholder approval to liquidate JSM, the company has said. ADDITIONAL REPORTING BY REUTERS