PRINTED circuit board manufacturer CPH has entered into a S$22 million conditional sale and purchase agreement with Shanaya Environmental Services to acquire 100 per cent of Shanaya's issued share capital from its directors.
The purchase consideration is to be satisfied by a combination of S$3 million in cash, and the issuance and allotment of 3.17 billion new ordinary shares in the capital of CPH to Shanaya's three directors at an issue price of 0.6 Singapore cents per share, said the group in a regulatory filing.
The proposed acquisition will result in a reverse takeover of CPH and subject to, among other things, the approval of CPH shareholders at an extraordinary general meeting to be convened.
Post acquisition, the total number of shares will stand at 4.4 billion with an issued and paid-up share capital of S$39 million. Loss per share will come in at 0.04 Singapore cents on a pro forma basis, compared with 0.22 Singapore cents.
On a pro forma basis, the enlarged group's loss for the financial year ended March 31, 2020 stood at S$1.9 million.
Incorporated in Singapore in 2002, Shanaya is a private company limited by shares with an issued and paid-up share capital of S$1.5 million comprising of 1.5 million ordinary shares. Its three directors - Shitthi Nabesathul Bathuriahal, Sivakumar Martin and Perumal s/o Gopal - hold 70 per cent, 20 per cent and 10 per cent of the shares respectively.
CPH said Shanaya's directors are not related to any of CPH's directors or controlling shareholders or their respective associates. As at Tuesday, they do not hold any shares in the capital of CPH.