UK-listed cash shell Bowen [LSE:BWN], a special purpose acquisition company formed to acquire businesses in the technology innovations sector with a focus on the financial services industry, has signed conditional, non-legally binding heads of terms to acquire 93.49% of the issued share capital of Minnadeooyasan-Hanbai.
MOH is a leading crowdfunding services platform in Japan and solution provider for investors seeking returns from investment into real estate. MOH was incorporated in 1998 with its head office in Tokyo, and is regulated under the Real Estate Specified Joint Venture Act. It commenced crowdfunding services in 2007.
In the last 16 years, MOH has arranged over JPY 217 billion (c. £1.3 billion) in capital raising from the Japanese market, with approximately JPY 62 billion (c. £378 million) raised in its financial year ending 31 March 2023.
MOH is majority owned by Kyosei Bank Co., a privately owned company in Japan, and provides crowdfunding services to a property holding and management company within the same corporate group as KBC. This provides MOH with a proprietary pipeline of projects to facilitate funds for, and (where it has the resources to do so) occasionally MOH itself may participate in, the acquisition of land for development.
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In addition to traditional real estate asset classes such as residential and commercial, MOH is seeking to facilitate funding for technology-driven commercial projects, such as cold-chain logistics facilities, state-of-the-art medical facilities and the revival of traditional cultural parks.
MOH says it intends to participate in building cutting-edge cold-chain logistics infrastructure in Japan and expects to replicate this model in ASEAN countries and beyond in the future as part of its growth strategy.
MOH is profitable, reporting EBITDA of JPY 519 million (c. £3.2 million) on revenues of JPY 5.6 billion (c. £34.3 million) in the year to 31 March 2023. In the six-month period to 30 September 2023, MOH management accounts reported (unaudited) EBITDA of JPY 2.1 billion (c. £11.6 million) on revenues of JPY 4.9 billion (c. £27.8 million). Unaudited net assets as at 30 September 2023 were JPY 4.8 billion (c. £26.4 million).
The directors of MOH are of the opinion that a listing by way of a reverse takeover of Bowen by MOH will enhance its brand and profile in Japan and internationally, enable access to additional real estate portfolios internationally, thus diversifying risk, and access to fresh equity capital in the future to accelerate its growth strategy, particularly in the area of technology-related real estate.
The listing will also support MOH in attracting and retaining senior professionals both locally in Japan and internationally. Following the Acquisition, it is the intention of the Enlarged Group to grow its presence in the UK.
Bowen has entered into conditional, non-legally binding heads of terms with MOH and KBC to acquire 93.49 per cent of the issued share capital of MOH from KBC for a consideration of approximately £34.47 million to be satisfied through the issue of new ordinary shares of 1p each in the company, at a price of 15p per new Ordinary Share.
The Offer Price represents a premium of 25 per cent to the closing middle market price of 12p per Ordinary Share on 21 December 2023, being the closing middle market price the day prior to the release of this announcement.
