Epicentre to issue new shares and bonds, cede controlling interest to Transworld

EPICENTRE Holdings has agreed to issue new shares and convertible bonds to Transworld Electronic Technology for an aggregate sum of S$5.4 million, which will result in a transfer of controlling interest in Epicentre to Transworld, said the troubled company's judicial manager in a bourse filing on Thursday.

The number of investment shares to be issued and the principal amount for the convertible bond subscription have yet to be determined and will be determined and agreed upon following the completion of due diligence.

The proposed investment by Transworld in the Catalist-listed company, whose shares have been suspended from trading, will be by way of the subscription of new ordinary shares in the capital of Epicentre at an issue price of 0.1 Singapore cent per share and convertible bond.

This is for the purpose of cash management, said the judicial manager, as Hong Kong-incorporated investment holding company Transworld believes this investment structure is more prudent than a pure equity investment.

The convertible bonds will bear a 5 per cent per annum interest rate, maturing 36 months from completion. The issue price of each new share to be issued upon conversion of the bonds will be 0.1 cent.

The shares' issue price and conversion price both represent a discount of approximately 94 per cent to Epicentre's volume-weighted average price of 1.55 Singapore cents per share, based on trading on the exchange on the last full market day when the shares were traded immediately preceding suspension on May 27, 2019.

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Epicentre's judicial manager said that the investment, if successful, seeks to provide recovery to the company's creditors and working capital for the company.

The company in March terminated an agreement in which it would transfer its Catalist listing to an unnamed entity linked to South Korean steelmaker Kossen and Tardis Capital for S$3 million, The Business Times previously reported.