お知らせ • Mar 17
Renewable Power Management Pty Ltd cancelled the acquisition of Fabchem China Limited (SGX:BFT) from Wee Henry, Sun Bowen and other shareholders in a reverse merger transaction.
Renewable Power Management Pty Ltd entered into a non-binding term sheet to acquire Fabchem China Limited (SGX:BFT) from Wee Henry, Sun Bowen and other shareholders in a reverse merger transaction on October 12, 2020. Under the terms of the transaction, Fabchem China Limited will acquire no less than 71.26% stake in Renewable Power Management Pty Ltd. The sellers of 71.26% stake in Renewable Power Management shall endeavour to procure that the other shareholders of Renewable Power Management Pty Ltd also sell their respective shares in Renewable Power Management Pty Ltd to Fabchem China Limited on the same terms as the sellers under the term sheet. The consideration is expected to be SGD 22 million for 71.26% stake and 30 million for 100% stake subject to necessary adjustments and shall be satisfied in full by the issuance and allotment of new ordinary shares in the equity capital of Fabchem to the sellers in proportion to their existing shareholding interests in Renewable Power, at the issue price. The issue price will be such price per consideration share post-proposed consolidation as may be agreed by the parties in consultation with the sponsor and set out in the agreement, not being less than the minimum price of SGD 0.20 per share prescribed under the Listing Manual of the SGX-ST Section B: Rules of Catalist. Fabchem will seek to transfer the listing and quotation of its shares from the Mainboard of the SGX-ST to the Catalist board of the SGX-ST. The parties shall use their best endeavours to enter into the definitive agreements within 90 calendar days from the date of the term sheet. The agreement shall terminate if the transaction is not completed within 6 months from the date of execution of the definitive agreement or such other dates as may be agreed. As on January 8, 2021, the parties mutually agreed to extend the period of the term sheet by an additional 30 days to enter into the definitive agreements from the original 90 days provided in the term sheet. As on February 8, 2021, the parties mutually agreed to further extend the period of the term sheet to enter into the definitive agreements till March 12, 2021.
Fabchem China Limited will procure, subject to completion, the change of its name to such name as the sellers of Renewable Power Management Pty Ltd may select, the retirement of its existing Board of directors, and the appointment of sellers of Renewable Power Management Pty Ltd’s nominees and one non executive nominee of Wee Henry and Sun Bowen for so long as either of them retain an interest of at least 5% of Fabchem China's entire enlarged share capital and for a minimum period of twelve months from completion, to the Board, subject to their qualification under the Companies Act of Singapore and clearance by the Sponsor. Fabchem China Limited will procure the disposal of its subsidiary, Yinguang Technology for a consideration of between SGD 15 million and SGD 20 million and prior to the completion of the transaction, Fabchem will make a cash distribution of all the proceeds of the disposal less SGD 1 million to be set aside by it for the purposes to meet the costs, expenses and professional fees of the transaction and working capital requirements. Fabchem China Limited shall also procure that Wee Henry and Sun Bowen, being the existing beneficial controlling shareholders of Fabchem, furnish written undertakings to maintain and not dispose of their existing shares in Fabchem until the conclusion of the meeting of shareholders and to vote under their entire voting rights in favour of the transaction. Fabchem China Limited will be required and in consultation with the sponsor, carry out a share consolidation in order to meet the minimum issue price requirement. In connection with the transaction and pursuant to the proposed transfer to Catalist, Fabchem China Limited may be required to issue new shares and/or procure the sale of existing shares to satisfy the minimum distribution and shareholding spread requirements of 15% of the enlarged share capital to be held by 200 public shareholders, pursuant to the Catalist Rules.
The transaction is subject to necessary approvals, consents, licences, permits, authorisations and/or registrations from/with all relevant government, regulatory and other authorities, financiers, counterparties and/or entitled third parties (if any), listing and quotation of the consideration shares, receipt of whitewash waiver, approval of SGX-ST, the approval of the shareholders of Fabchem at an extraordinary general meeting to be convened, consummation of relevant due diligence investigations, approval of the Directors and shareholders of the sellers of Renewable Power Management Pty Ltd for the disposal of Renewable Power Management with the business to Fabchem, completion of the disposal of Yinguang Technology and distribution pursuant to the proposed capital reduction. The completion of the transaction shall take place no later than 6 months from the date of execution of the definitive agreement or such other dates as may be agreed.
Renewable Power Management Pty Ltd cancelled the acquisition of Fabchem China Limited (SGX:BFT) from Wee Henry, Sun Bowen and other shareholders in a reverse merger transaction on March 15, 2021. The lapsing of the Term Sheet is not expected to have any material impact on the consolidated net tangible assets or earnings per share of Fabchem China Limited and the Group for the current financial year ending June 30, 2020.