Value, cost of target assets in TSH reverse takeover raised to S$19.4m

Singapore

THE consideration for assets being injected into TSH Corp through a reverse takeover has been raised to S$19.4 million following an independent valuation, the company announced in filings with the Singapore Exchange early on Friday.

The sellers of those assets have also agreed to waive about S$1.45 million of shareholder' loans to complete the deal.

TSH, a cash company that used to operate businesses in consumer electronics and security devices, is planning to acquire all of Sloshed!, a pub operator and liquor distributor, in exchange for TSH shares that will give Sloshed!'s current owners a majority stake in TSH.

The consideration for Sloshed! had initially been set at S$18.8 million, to be paid in new TSH shares at three Singapore cents apiece. The final consideration will be adjusted to match the assessment of the independent valuers, which means that TSH will now issue about 646.7 million new TSH shares to the sellers of Sloshed! instead of 626.7 million new shares. That will give Sloshed! sellers a stake of about 72.9 per cent in TSH's enlarged share capital instead of 72.3 per cent.

The sellers of Sloshed! have also agreed to a supplemental agreement to waive S$1.19 million of a shareholders' loan to Sloshed!, and a further S$265,492 shareholders' loan to The Other Room, a bar that will be owned by Sloshed! following a restructuring.

Sloshed! is currently owned by three individuals: TSH non-executive, non-independent director Teo Kok Woon; Sloshed! chief executive Chua Khoon Hui; and Charles Kian Boon, a passive investor in Sloshed! and a non-executive director in two of Sloshed!'s eventual businesses.

Mr Teo is also deemed to hold a 28.4 per cent stake in TSH.

Sloshed! posted an unaudited after-tax profit of S$1.04 million in 2017, and had shareholders' equity of S$1.7 million as at end-2017, according to figures provided in August 2018. The deal will require shareholders' approval.

TSH has said that the reverse takeover will give the company an operational and income-generating business with growth prospects. It will also stave off a mandatory delisting by the Singapore Exchange, which has rules against cash companies remaining listed.