Sen Yue Holdings Limited (Catalist:5BS) entered into a sale and purchase agreement to acquire the remaining 50% stake in SMC Industrial Pte Ltd from Koh Mia Seng, Managing Director of SMC for SGD 5.7 million in cash and stock on May 11, 2016. The purchase consideration will be satisfied as the sum of SGD 4.53 million shall be settled through the allotment and issuance of 226.47 million shares and the balance cash consideration of SGD 1.2 million shall be payable on the completion date by way of a cheque, subject to the audited NTA of SMC as at September 30, 2016 being not less than SGD 17.8 million. Where the SMC audited NTA is lower than SGD 17.8 million the balance cash consideration payable to Koh Mia Seng shall be reduced by the amount of shortfall. The payment of the cash consideration will be financed through a drawdown of Sen Yue’s banking facilities and internal resources. The Audit Committee of Sen Yue Holdings comprises Kevin Norbert Scully, Yu Lihong and Low Ka Choon, Kevin. SMC Industrial reported revenue of SGD 117 million, total assets of SGD 52.3 million, total common equity of SGD 18.7 million and profit after tax of SGD 1.3 million for the year ending, September 30, 2015. The completion is subject to the results of the due diligence investigations of SMC, all required consents or approvals as may be necessary from any third party, governmental or regulatory authorities, the Securities Industry Council of Singapore having granted Koh Mia Seng and concert parties a waiver of their obligation to make a mandatory general offer under Rule 14 of the takeover code for the shares not held by Koh Mia Seng and concert parties, and the approval of Sen Yue’s shareholders at an extraordinary general meeting, the receipt of the listing and quotation notice for the listing of and quotation for all the consideration shares on the Catalist being obtained from the SGX-ST, the SMC Industrial Pte Audited NTA as at September 30, 2016 being not less than SGD 16.6 million. The meeting of the shareholders of Sen Yue Holdings will be held on December 22, 2016 to consider the transaction. The Board of Sen Yue Holdings recommended its shareholders to vote for the transaction. The shareholders of Sen Yue Holdings approved the transaction on December 22, 2016. Completion of the acquisition shall take place no later than 1 month after the conditions precedent are either fulfilled or waived. The long-stop date for the fulfillment of the conditions precedent is 12 months from the date of the sale and purchase agreement, which may be extended upon mutual agreement. The financial effects of the acquisition do not reflect the future financial position of Sen Yue Holdings after the completion. Xandar Capital Pte. Ltd. acted as financial advisor and Ernst & Young Solutions LLP acted as valuer for Sen Yue Holdings. Sen Yue Holdings Limited (Catalist:5BS) completed the acquisition of remaining 50% stake in SMC Industrial Pte Ltd from Koh Mia Seng, Managing Director of SMC on January 24, 2017.