Pine Capital's plan for reverse takeover fails after potential investor backs out

PINE Capital ADJ has announced on Dec 10 that its non-binding term sheet with Genv Holdings for the subscription of new shares and the proposed acquisition of a new business has been terminated.

In a bourse filing, Pine Capital said it received an email on Dec 9 from Alternative Advisors, on behalf of Genv Holdings, that the investor "has decided not to proceed any further with the company in respect of the term sheet".

The company first disclosed the term sheet on Nov 22. The proposed acquisition would have resulted in a reverse takeover (RTO) if it was completed. Pine Capital has been deemed a cash company since Jun 1, 2020.

Genv Holdings, which was incorporated in Singapore on Mar 8, 2021, was planning a "major investment" into Pine Capital in connection with the RTO. It will then acquire a landscape management company and a cleaning management company as subsidiaries in a bid to focus on environmental solutions.

On Nov 26, Pine Capital received a delisting notice from the Singapore Exchange (SGX). SGX noted that the company had failed to meet ongoing reporting requirements and listing obligations, and had not entered into any binding agreements during its 3-month long extension period from June to August 2021.

Pine Capital will be delisted after an exit offer is made to shareholders and holders of other classes of listed securities to be delisted. The trading of its shares have been suspended since Mar 22, 2019.

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