Press Statement on Shareholders of Singapore Paincare Holdings should wait for IFA Report

Date: June 4, 2025

The Securities Investors Association (Singapore) notes the privatization offer made for Singapore Paincare Holdings via a scheme of arrangement last week and would like to advise minority shareholders whose financial situation allows them not to sell yet to wait until the independent financial adviser (IFA) has issued its report.

The main reason for this is that there have been instances in the past where some shareholders sought slight gain by selling their shares in the open market before the IFA’s opinion was released.

However, SIAS wishes to highlight the fact that if shares are sold in the open market, shareholders who sold will not have recourse if there is a subsequent upward revision in the offer price.

SIAS would also like to draw the attention of minority shareholders to the following:

– The company was listed at S$0.22 per share less than five years ago in July 2020 during Covid-19 when valuations were depressed and when the Straits Times Index (STI) was trading at around 2500. It now wishes to delist at S$0.16 per share when the STI is trading around 3,900;

– The IPO price of S$0.22 was a 123% premium group’s unaudited net asset value (NAV) per share of about S$0.0986 on 31 December 2019, based on the post-placement share capital and after adjusting for net proceeds due to the company from the placement;

– The price offered under the Scheme of arrangement is at a slight discount to the company’s audited net asset value (NAV) per share of S$0.166 as at 30 June 2024 whilst the unaudited NAV as at 31 December 2024 stands at $0.163 per share.

– If the same IPO premium was to be applied now, the privatization price should be around S$0.36 to $0.37 .

– SIAS also notes that well-managed healthcare companies generally trade at premiums to their NAV.

It is also worth remembering that for a delisting to take place, the IFA has to conclude that the offer is both fair and reasonable.

All told, it would therefore be advisable to wait for the IFA’s opinion.

SIAS would also like to highlight that this deal is via a scheme of arrangement, which means the approval of the scheme has to satisfy two thresholds: it has to be approved by a majority via headcount at the scheme meeting ie more than 50% of those present and voting, and also by more than 75% in value of the shares held by shareholders voting.

Last but by no means least, SIAS would like to remind all offerors to treat shareholders fairly, and not to forget their promises made at the IPO. As such, they should therefore make offers that are fair and reasonable when subsequently delisting.

David Gerald
Founder, President & CEO
SIAS