PETALING JAYA: Berjaya Sports Toto Bhd (BToto) has proposed to distribute a dividend in-specie of up to 2.81 billion Sports Toto Malaysia Trust (STM-Trust) units to its shareholders in conjunction with the proposed secondary listing of STM-Trust on the Main Market of Bursa Malaysia.

BToto had earlier proposed to transfer its 100% equity interest in Sports Toto Malaysia Sdn Bhd to STM-Trust and proposed the listing of STM-Trust units on the main board of the Singapore Exchange Securities Trading Ltd (SGX-ST) in line with its plan to spin off the cash-generating Sports Toto Malaysia into a business trust that would be listed in Singapore.

To facilitate this, BToto Cayman will transfer up to 2.81 billion STM-Trust units to BToto for a consideration of up to S$1.41bil or S$0.5001 per STM-Trust unit, equivalent to up to RM3.5bil or RM1.24, based on the agreed fixed exchange rate of S$1:RM2.484 in the agreement.

An announcement to Bursa yesterday said this represented up to 58.18% of the total number of STM-Trust units in issue, on the basis of 21 STM-Trust units for every 10 shares held in BToto at an entitlement date to be determined later.

STM-Trust will also seek a listing for the quotation of up to 4.83 billion STM-Trust units to be listed on the main market of Bursa Malaysia.

“With the proposed secondary listing, all the STM-Trust units which will be listed and traded on the mainboard of SGX-ST will also be listed and traded on the Main Market of Bursa Securities and will be fully fungible between the two exchanges,” it said.

Other revisions will also see the reduction in the offer for sale of the STM-Trust units by BToto from the the original 540 million to 190 million units.

“STM-Trust will still issue 460 million new units as originally planned. The total offering is thus 650 million units, representing about 13.46% of the enlarged units outstanding of 4.83 billion,” the statement said.

In connection with the proposed primary listing, BToto Cayman will grant an over-allotment option of up to an aggregate 50 million STM-Trust units to the joint bookrunners and placement underwriters.

Due to the reduced offer, the intended special dividend would proportionately be reduced, the company said. It said the quantum could only be determined post-initial public offering and greenshoe market operations.

However, it is expected to be in the region of 12 to 15 sen per share.

“Shareholders will benefit as we will give them more units instead,” BToto chief executive officer Datuk Robin Tan said.

The listing on the SGX is targeted for the middle of the fourth quarter this year, with the customary six-month moratorium on the units held by BToto which cannot be dealt with during that period.

“Hence, it is anticipated that the dividend-in-specie distribution and the secondary listing can only be implemented after the six-month moratorium,” the statement said.