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TSH completes reverse takeover to enter pub and bar business

TSH Corporation on Friday said it has completed the acquisition of Sloshed! Pte Ltd, a company in the business of operating pubs and bars, and the import, export and distribution of spirits, wines and liquors, for about S$19.4 million in a reverse takeover (RTO) deal.

The former consumer electronics and homeland security devices firm had become a cash company in August 2016 under Catalist rules.

On Friday, it also announced the appointment of Chua Khoon Hui as the chief executive officer and executive director of the company with effect from Feb 7, 2019.

Mr Chua is one of the three vendors in the sale. Shareholders have approved the appointment of Mr Chua as director.

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He will be responsible for formulating corporate strategies for the company and group, as well as for the day-to-day management and the business development activities, sales and marketing, and procurement and supply functions of the group.

Mr Chua founded Sloshed! and its subsidiaries in November 2005 when he started The Whisky Store.

The group also appointed Ng Kim Chew as the group chief financial officer (CFO) with effect from Feb 7, 2019.

Since March 2006, Mr Ng had been the company's group CFO until his cessation on Dec 31, 2016 after the company was deemed a cash company. After that, Mr Ng continued to assist the board with all matters concerning the company in his role as an adviser to the company.

TSH's board believes that the acquisition will provide the company with operational and income generating businesses with growth prospects that would enhance shareholder value, and meet the requirements for a new listing.

The company has also undertaken a share consolidation on Feb 7, where every 20 existing shares have been consolidated into one share.

TSH has also allotted and issued about 32.3 million consideration shares to the vendors at S$0.60 each to satisfy the purchase consideration. Following the share issue, the total issued share capital of the company has increased to about 44.4 million shares from 12 million shares.

The consideration shares are expected to be listed on the Catalist at 9am on Feb 12, 2019.

Disclosures to the Singapore Exchange on Friday also showed former TSH CEO Anthony Lye paring his stake from 16.6 per cent to 4.5 per cent on Feb 7 after the share consolidation, while Teo Kok Woon and Susie Yang's company Cockpit International also reduced its stake from 25.2 per cent to 6.8 per cent.

Mr Teo is one of the three vendors of the reverse takeover; he is a non-executive non-independent director and a controlling shareholder of TSH, and a director of Sloshed! at the same time.

A separate disclosure, however, showed him increasing his stake from 28.4 per cent to 64.04 per cent. New chief Mr Chua also acquired a 14.7 per cent stake in the company.