Initial Public Offering (IPO)

IPO - Keyfield International Berhad (Part 1)

MQTrader Jesse
Publish date: Tue, 02 Apr 2024, 10:36 AM

Company Background

The Company was incorporated in Malaysia on 30 November 2020 under the name of Keyfield International Sdn Bhd as a private limited company under the Act. The company converted into a public limited company on 31 December 2020 and assumed its present name. The company is an investment holding company and was incorporated as a special purpose vehicle to facilitate the Listing.

The group structure as at the LPD is as follows:

Keyfield is an investment holding company and through its subsidiaries, the company is principally involved in the following:

  1. Chartering of own accommodation vessels and provision of related onboard services such as accommodation, catering, housekeeping, laundry and medical support services; and
  2. Chartering of third-party accommodation vessels and provision of related onboard services such as accommodation, catering, housekeeping, laundry and medical support services.


Use of proceeds

  1. Redemption of Keyfield CRNCPS - 32.7% (within 1 month)
  2. Repayment of bank borrowings - 1.6% (within 3 months)
  3. Settlement of balance purchase consideration for Blooming Wisdom - 34.6% (within 1 month)
  4. Settlement of balance purchase consideration for Helms 1 - 18.6% (within 1 month)
  5. Working capital - 7.7% (within 12 months)
  6. Estimated listing expenses - 4.8% (1 month)


Redemption of Keyfield CRNCPS - 32.7% (within 1 month)

A total of 570,000,000 Keyfield CRNCPS are outstanding as at the LPD. Keyfield CRNCPS carries a 3% annual dividend. As at the LPD, RM4.3 million has been paid in respect of the Keyfield CRNCPS.

The company shall utilise RM61.5 million of the IPO proceeds to redeem 246,000,000 Keyfield CRNCPS within 1 month from the Listing in the following manner:

  1. To redeem 22,000,000 Keyfield CRNCPS held by Lavin Group for a total redemption consideration of RM5.5 million; and
  2. To redeem 224,000,000 Keyfield CRNCPS held by Stratos Private Equity for a total redemption consideration of RM56.0 million.

The redemption of 246,000,000 Keyfield CRNCPS will result in a reduction in dividends payable for Keyfield CRNCPS of RM1.8 million per annum.


Repayment of bank borrowings - 1.6% (within 3 months)

The company shall utilise RM3.0 million of the IPO proceeds to repay the following bank borrowings:

The bank borrowing to be repaid was selected for repayment after taking into consideration the existing outstanding amount and higher profit rate of this borrowing, as compared to the Group’s other borrowings. The total repayment of the AIBB term loans is RM0.23 million per month. The Group will partially repay an amount of RM3.0 million of this bank borrowing by utilising part of the proceeds from the IPO.

There are no additional finance charges imposed for early partial repayment. The repayment will be a reduction in its finance cost by RM0.2 million per annum.


Settlement of balance purchase consideration for Blooming Wisdom - 34.6% (within 1 month)

In April 2023, the company’s wholly-owned subsidiary, Keyfield Offshore had entered into a memorandum of agreement with Azulite Bloom Sdn Bhd for the acquisition of Blooming Wisdom for a purchase consideration of RM94.9 million, which consists of the following:

Currently, the monthly installment for Blooming Wisdom is being paid by the Group from its internally generated funds. The company intends to fully settle the balance purchase consideration by April 2024. The balance purchase consideration as at April 2024 is approximately RM65.5 million, which the company shall fully settle through the following:

  1. RM65.0 million from the IPO proceeds; and
  2. RM0.5 million from its internally generated funds.

If fully settles the balance purchase consideration earlier than April 2024, the difference will be funded by its internally generated funds. The full settlement will result in the Group being granted the above reduction in finance charge, which the company estimates to be approximately RM5.7 million should fully settle the balance purchase consideration by April 2024.


Settlement of balance purchase consideration for Helms 1 - 18.6% (within 1 month)

In April 2023, the company’s wholly-owned subsidiary, Keyfield Offshore entered into a memorandum of agreement with Sea Steel Sdn Bhd for the acquisition of Helms 1 for a purchase consideration of RM50.5 million, which consists of the following:

The monthly installment for Helms 1 is being paid by the Group from its internally generated funds. The company intends to fully settle the balance purchase consideration by April 2024. The balance purchase consideration as of April 2024 is approximately RM41.2 million, which shall fully settle through the following:

  1. RM35.0 million from the IPO proceeds; and
  2. RM6.2 million from its internally generated funds.​

The full settlement will result in the Group being granted the above reduction in finance charge, which is estimated to be approximately RM3.2 million should fully settle the balance purchase consideration by April 2024.


Working capital - 7.7% (within 12 months)

The company shall utilise RM14.6 million from the IPO proceeds as working capital for the payment of crew member salaries as well as food and beverage provisions for the Group’s vessels. The breakdown of the utilisation of IPO proceeds for working capital is as follows:


Business model

Keyfield is an investment holding company and through the subsidiaries, the company is principally involved in the following:

  1. Chartering of own accommodation vessels and provision of related onboard services such as accommodation, catering, housekeeping, laundry and medical support services; and
  2. Chartering of third party accommodation vessels and provision of related onboard services such as accommodation, catering, housekeeping, laundry and medical support services.

The accommodation vessels it charters primarily cater to the upstream oil and gas industry. Their customers primarily comprise PCSB, PACs, oil and gas contractors, and offshore support vessel owners.

The business model can be summarised as follows:


Click here to continue the IPO - Keyfield International Berhad (Part 2)


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