On behalf of the Board of Directors of TXB (“Board”), M&A Securities Sdn Bhd (“M&A Securities”) wishes to announce that TXB proposes to dispose its entire 50% equity interest held in HKAB for a consideration of SGD339,285,000. The said disposal forms part of the sale and purchase agreement dated 27 December 2021 (“SPA”) entered into between TXB, Dr. Wan Muhamad Hasni Bin Wan Sulaiman (“Dr. Wan”), Nong You Hua (“NYH”) and Satriya Bin Suetoh (“Satriya”) (collectively, the “Vendor(s)”) with Chaswood Resources Holdings Ltd. (“Chaswood” or “Purchaser”), a company listed on the Catalist Board of Singapore Exchange Securities Trading Limited (“SGX-ST”) for the proposed disposal of 200,000 ordinary shares in HKAB (“Target”) (“Sale Share(s)” or “HKAB Share(s)”), representing 100.0% equity interest in HKAB to Chaswood for a total consideration of SGD678,570,000, to be satisfied via the issuance of approximately 17,857,105,263 new ordinary shares in Chaswood (“Chaswood Shares”) at an pre-consolidation issue price of SGD0.038 per Chaswood Share (“Pre-Consolidation Issue Price”) (“Consideration Share(s)”) subject to the adjustments pursuant to the Proposed Share Consolidation (as defined below) (“Proposed Disposal” to TXB or “Proposed Acquisition” to Chaswood, as the case may be).

In addition to the Proposed Acquisition, Chaswood will undertake:

1. proposed share consolidation of every 10 existing Chaswood Shares into 1 consolidated Chaswood Share (“Consolidated Chaswood Share(s)”) (“Proposed Share Consolidation”). Thereafter, the Pre-Consolidation Issue Price shall be adjusted to SGD0.38 per Consolidated Share (“Post-Consolidation Issue Price”) to comply with the Listing Manual Section B: Rules of Catalist of SGX-ST (“Catalist Rules”) which the resulting issue price of the Consideration Shares shall not be lower than the prescribed minimum price of SGD0.20;
2. proposed waiver from the obligation to undertake a mandatory general offer for all the remaining Chaswood Shares not held by the Vendors and parties acting in concert under Rule 14 of the Singapore Code on Take-Overs and Mergers (“Code”) arising from the allotment and issuance of Consideration Shares upon completion of the Proposed Acquisition (“Proposed Whitewash Waiver”); and
3. scheme of arrangement with the creditors of Chaswood, via the issuance of 40,511,144 Consolidated Chaswood Shares (“SOA Shares”) (“SOA”) based on estimation and the details of which to be announced later by Chaswood.

(The Proposed Acquisition, Proposed Share Consolidation, Proposed Whitewash Waiver and SOA shall be collectively referred to as “Chaswood Proposals”).

(The Pre-Consolidation Issue Price and Post-Consolidation Issue Price shall be referred to as “Issue Price”, where the context permits)

The Proposed Disposal, if undertaken and completed, is expected to result in a reverse takeover (“RTO”) of Chaswood as defined under Catalist Rules of SGX-ST and is subject to, inter alia, the approval of shareholders of Chaswood at an extraordinary general meeting (“EGM”) to be convened and the approval of the SGX-ST.

Further details of the Proposed Disposal are set out in the attachment.

This announcement is dated 27 December 2021.