Asia ThaiYuan Construction and Development Co., Ltd. and Gloria International Hotels Limited entered into a memorandum of understanding to acquire Epicentre Holdings Limited (Catalist:5MQ) in a reverse merger transaction on June 27, 2018. The parties shall enter into a sale and purchase agreement within six months after the date of memorandum of understanding. Under the terms of the transaction, Epicentre Holdings Limited will acquire the entire issued and paid-up share capital of Asia ThaiYuan Construction and Development Co., Ltd. and Gloria International Hotels Limited (targets) from a group of shareholders (sellers) by issuing 1.7 billion shares as the consideration. The aggregate consideration is approximately SGD 400 million with SGD 375 million for Asia ThaiYuan Construction and Development Co., Ltd. and SGD 25 million for Gloria International Hotels Limited. Concurrently, Epicentre Holdings Limited will carry out a proposed placement of its 79.7 million shares. After completion of the placement and the acquisition, the sellers will own approximately 84.95% of the enlarged share capital of Epicentre Holdings Limited. The parties also undertook that key members of the management teams of targets (as may be agreed) shall remain for at least two financial years following completion, on terms to be agreed, Epicentre Holdings Limited is not to sell any of its existing 0.2 million treasury shares at any time until after the completion of the transaction and Epicentre Holdings Limited shall repay all its existing debts and liabilities prior to completion of the transaction. The transaction is subject to approval of the shareholders of Epicentre Holdings Limited, the approval of the Singapore Exchange Securities Trading Limited (SGX-ST), satisfactory financial, business and legal due diligence on the targets and subsidiaries of the targets by Epicentre Holdings Limited including but not limited to the provision of valuation reports with regards to the valuation of the targets which comply with the requirements of the SGX-ST, satisfactory financial, business and legal due diligence on Epicentre Holdings Limited by targets, approval of the Boards of Directors of each party, application to the Securities Industry Council (SIC) by Epicentre Holdings Limited (for waiver of mandatory offer requirements and other relevant issues) and by the targets (for certain exemptions) and conditions of the SIC being acceptable to the respective applicants, approval by the SGX-ST of the listing and quotation of the consideration shares and arrangement shares, completion of disposal of Epicentre Pte. Ltd. by Epicentre Holdings Limited, and buyback of 51% of the entire issued and paid-up capital of Japan IPL Holdings Pte. Ltd., a current 51% subsidiary of Epicentre Holdings Limited, by the management of Japan IPL Holdings. Cresco Investments Pte Ltd and China Elite Incorporated acted as arrangers to Epicentre Holdings Limited and shall receive 28 million shares and 40.8 million shares of Epicentre Holdings Limited respectively (arrangement shares) as the consideration for arranging the transaction. Asia ThaiYuan Construction and Development Co., Ltd. and Gloria International Hotels Limited cancelled the acquisition of Epicentre Holdings Limited (Catalist:5MQ) in a reverse merger transaction on December 10, 2018. The transaction was terminated because the parties failed to agree on the terms of any definitive agreement and as such, do not expect to sign any such definitive agreements within six (6) months after the date of the memorandum of understanding (being June 27, 2018). The termination will not have any material financial impact on the group of Epicentre Holdings Limited.