SBI Offshore Limited (“SBI Offshore” or the "Group”) said today that it will acquire from its German partner, the Gräss Group, 51% stakes in four revenue-generating solar photovoltaic ("PV") power plants and systems in Europe and two operating companies (“Assets”) for S$13.97 million in a cash and shares transaction (“Proposed Acquisition”).
The Assets will be injected into Graess Energy Pte Ltd ("Graess Energy"), its 51%-owned joint-venture. SGX Catalist listed SBI Offshore will pay the Gräss Group S$2.3 million in cash and issue 44,000,000 new shares (“Consideration Shares”) at S$0.265 each which is worth S$11.7 million.
The latter will enlarge SBI Offshore’s issued share capital to 293,680,100 shares. The issue price of S$0.265 per Consideration Share represents a 15.72% premium over the volume weighted average price for the trades done the shares of SBI Offshore on the SGX-ST on 30 July 2015 of S$0.229 as no trades were done on the shares of SBI Offshore on 31 July 2015 (being the full market day prior to the date of the Proposed Acquisition).
The Assets include four solar PV power plants at various locations in Bulgaria, which collectively has an installed capacity of 16.3MW. The solar PV power plants, which have been operating since 2012 with 20-year power purchase agreements, are wholly owned by the Gräss Group.
SBI Offshore will also acquire 51% stake in Gräss Engineering GmbH, an engineering, procurement and construction company, and Gräss Operation Maintenance GmbH which provides operation and maintenance services. The two Germany-based companies are currently wholly owned by the Gräss Group.
The Assets will provide Graess Energy with the track record, technical expertise, software and resources to jump-start its foray into the solar energy sector.
The Group expects to recognise revenue and profit from the Proposed Acquisition from the second half of the financial year ending 31 December 2015 (“FY2015”), with full-year contribution starting from FY2016.
The diversification into solar energy and the Proposed Acquisition are subject to satisfactory due diligence, compliance with the relevant rules and regulations and approval by SBI Offshore’s shareholders at an extraordinary general meeting to be convened.
Chan Lai Thong, Executive Chairman of SBI Offshore, said: “This acquisition will provide us the track record and capabilities to accelerate SBI Offshore's foray into solar energy, and enable Graess Energy to tap strategic growth opportunities in Asia."
Harald Herbert Gräss, founder of the Gräss Group, said: "The injection of our assets together with our combined strengths will position Graess Energy in the industry and expedite its endeavour to capture strategic market opportunities in the region."