Centurion Corporation

[weijian]

The restructuring document is out. Although it still lacks some numbers but there seems to be a "positive profit alert" inside. In addition, Centurion will be holding ~45% of the REIT post dividend-in-specie. There is no special cash dividend as the majority of the ~497mil of cash proceeds will be rolled on for future development with CCL shareholders benefitting from the dividend in specie instead.

Centurion is currently valued above NAV. I wonder whether would there be any discount for Centurion Accommodation REIT? Or is the fair value adjustment upwards lagging that or its market valuation?

ENTRY INTO LETTER AGREEMENTS IN CONNECTION WITH THE PROPOSED LISTING OF CENTURION ACCOMMODATION REIT

The CCL Group will receive the CCL Divestment Consideration, estimated to be approximately S$1,184.0 million for the Proposed Divestments, S$497.0 million of which will be in cash and S$687.0 million will be in the form of Sponsor Units.
Subject to relevant laws and regulations, CCL currently intends to use (which may be subject to change) the estimated cash proceeds of approximately S$497.0 million raised from the Proposed Divestments in the following manner:

(i) approximately S$1.2 million to pay the estimated professional fees and other fees and expenses which will be incurred by CCL in connection with the IPO of Centurion Accommodation REIT (for the avoidance of doubt, this does not include the fees and expenses incurred or to be incurred by Centurion Accommodation REIT in connection with its IPO);

(ii) approximately S$10.0 million to pay Lian Beng Group Pte. Ltd. to compensate Lian Beng Group Pte. Ltd. in relation to the asset management fees which CCL would receive following the IPO;

(iii) approximately £5.0 million (approximately S$8.8 million3) to fund asset enhancement activities and certain additional works on the PBSA assets in the UK, which will be in Centurion Accommodation REIT’s portfolio;

(iv) approximately S$7.7 million to pay for capital gains tax; and

(v) the remainder to repay debt in connection with the Proposed Transactions, pay the remaining development cost payable in relation to the Relevant Westlite Works, as well as to fund future acquisitions and develop new PBWA assets, PBSA assets and/or assets for other accommodation purposes4.

https://links.sgx.com/FileOpen/CCL%20-%2...eID=851808

[Behappyalways]

My personal take...


On hindsight, the big boys probably sold out at $1.70++

[weijian]

Centurion has just kick started a 2nd PBSA Aus development in partnership with its controlling shareholder. This sort of related party partnership/transaction is quite similar to some other SGX-listed companies which does overseas development like Thakral/Wee Hur.

Often, it is understandable if the controlling shareholder/s has more specialized resources to do pre-development sort of work or the development is too big and become risky for the company to take on its own. But the OPMI is probably better served if most of such projects are "all-in" by the company level instead.

ENTRY INTO SUBSCRIPTION AND SHAREHOLDERS AGREEMENT AND PROVISIONS OF PROPORTIONATE SHAREHOLDER LOANS AND CORPORATE GUARANTEE IN RELATION TO FAIRWAY DEVELOPMENT (AUS) PTY LTD – PBSA DEVELOPMENT IN FAIRWAY, PERTH, AUSTRALIA – INTERESTED PERSON TRANSACTIONS

Following completion of the Share Subscription (which is expected to be no later than 14 days from the date of the Subscription Agreement), FDA is 25% owned by COI(II) and 75% owned by CPAI, which is a wholly-owned subsidiary of the Company’s controlling shareholder. The Company, through the Share Subscription, owns a 25% interest in a new c.182-bed purpose-built student accommodation (“PBSA”) development project located at 55-57 Fairway, Crawley, Perth, Australia (the “Development Project”). This marks the Group’s second PBSA investment in Perth, following the 472-bed PBSA development on Stirling Highway announced in December 2025.

As the Group has a 25% interest in FDA and the Development Project, the aggregate amount to be contributed by the Group in relation to the below-mentioned transactions (collectively, referred to as the “Transactions”) is estimated at approximately AUD16,670,000 (equivalent to SGD15,034,673)1, comprising:

▪ Consideration for the Share Subscription of AUD250,000 (equivalent to SGD225,475)1
▪ Corporate Guarantee in relation to the Development Project of AUD12,420,000 (equivalent to SGD11,201,598)1
▪ Proportionate Shareholder Loans to FDA of AUD4,000,000 (equivalent to SGD3,607,600)

https://links.sgx.com/FileOpen/CCL%20ANN...eID=893507