Sincap Group Limited (Catalist:5UN) entered into a conditional sale and purchase agreement to acquire an additional 48.97% stake in Orion Energy Resources Pte. Ltd. from Ip Miu Hing for SGD 12 million on November 27, 2018. Under the terms, Sincap Group Limited will acquire 7.6 million shares of Orion Energy Resources Pte. Ltd and will satisfy the consideration through issuance of convertible bonds. Prior to the transaction, Sincap Group Limited holds 7.9 million shares amounting for 51% stake in Orion Energy Resources Pte. Ltd. After the transaction, Sincap Group Limited will hold 99.97% stake in Orion Energy Resources Pte. Ltd. Orion Energy Resources Pte. Ltd. reported net asset value of $18.7 million (SGD 24.98 million) as at December 31, 2017. There are no persons proposed to be appointed as Directors of Orion Energy Resources Pte. Ltd. in connection with the acquisition. There are no service contracts to be entered into at completion. The transaction is conditional upon no person having any right of pre-emption or right of first refusal over the sale shares whether pursuant to any contract, the constitution of Orion Energy Resources Pte. Ltd. or otherwise, all necessary requirements under the catalist rules and all necessary consents or approvals (if any) being granted by third parties or governmental or regulatory bodies or competent authorities, there not having been at any time prior to or on completion the occurrence of events such as Orion Energy Resources Pte. Ltd. being liquidated, becoming bankrupt or insolvent, termination of substantially all or part of the business of Orion Energy Resources Pte. Ltd., appointment of any assignee, receiver or liquidator for substantially all or part of the assets of Orion Energy Resources Pte. Ltd. and suspension or withdrawal of the rights and privileges of Orion Energy Resources Pte. Ltd. which are material in the conduct of their respective present businesses by any authority or regulator, none of Sincap Group Limited, Orion Energy Resources Pte. Ltd. and Ip Miu Hing having received, on or prior to completion, notice of any directive, injunction or other order, which restrains or prohibits the consummation of the acquisition and there being no action, on or prior to completion, seeking to restrain or prohibit the consummation thereof, or seeking damages in connection therewith, which is pending or any such directive, injunction or other order or action which is threatened and all of the warranties, representations and undertakings contained in the agreement being true and accurate in all material respects at completion, as if repeated at completion. If any of the conditions is not satisfied or waived on or before the date falling one month from the date of the agreement, the agreement shall terminate automatically and all obligations and liabilities of the parties shall cease. The transaction is not subject to approval of shareholders of Sincap Group Limited. Completion of the acquisition will take place no later than 14 business days after the sale conditions are fulfilled or waived in accordance with the agreement. Sincap Group Limited (Catalist:5UN) completed the acquisition of an additional 48.97% stake in Orion Energy Resources Pte. Ltd. from Ip Miu Hing on December 19, 2018.