ISOTeam Ltd. (Catalist:5WF) entered into a conditional sale and purchase agreement to acquire stakes in Pure Group (Singapore) Pte. Ltd., Pure Projects (Philippines) Inc, Pure Projects Construction Advisory Shanghai Co Ltd, Pure Projects Management Sdn. Bhd., Pure Projects SEA Pte. Ltd. and Pure Projects SEA Ltd from Coney International Ltd. for SGD 12.1 million on July 23, 2019. ISOTeam Ltd. will acquire 100% stake in Pure Group (Singapore) Pte. Ltd., Pure Projects Construction Advisory Shanghai Co Ltd, Pure Projects Management Sdn. Bhd and Pure Projects SEA Pte. Ltd., 99.9% stake in Pure Projects (Philippines) Inc and 49% stake in Pure Projects SEA Ltd. The consideration includes SGD 12 million of cash to be paid on completion and 47.39 million non-listed, transferable warrants. Each Consideration Warrant carries the right to subscribe for one new ordinary share in ISOTeam at the exercise price of SGD 0.2532. Consideration warrants are exercisable during the 5 business days after the date of release of the respective consideration warrants from the escrow agent to Coney International. The exercise price and the number of warrant shares are subject to adjustments in the event of, amongst others, rights, bonus or capitalization issues which will be set out in the warrant subscription agreement. The consideration will be subject to adjustments if the audited average EBIT for the period from July 1, 2016 to March 31, 2019 is less than SGD 3.6 million. The consideration warrants, as part of the purchase consideration, will be held in escrow and released to Coney International upon the fulfilment of the respective earn-out conditions. 11.8 million warrants will be released from escrow upon the target companies’ achieving an audited consolidated profit after tax of at least SGD 3 million for the period from the completion date up to June 30, 2020 (“FY2020 Earn-Out Payment”) or, if the FY2020 Earn-Out Payment is not achieved, Coney International Ltd. has made full payment in cash for the shortfall in the FY2020 Earn-Out Payment and 35.55 million will be released from escrow upon the target companies’ achieving an audited consolidated profit after tax of at least SGD 5 million for the period from July 1, 2020 to June 30, 2021 (“FY2021 Earn-Out Payment”) or, if the FY2021 Earn-Out Payment is not achieved, Coney International Ltd. has made full payment in cash for the shortfall in the FY2021 Earn-Out Payment. The 47.39 million Warrant Shares is approximately 16.62% of the ISOTeam’s existing issued ordinary share capital of 285 million shares. Based on the valuation report of the independent professional value dated December 13, 2019, the enterprise value of the Target Companies range between SGD 20.5 million to SGD 28.6 million as at October 31, 2019. Following completion of the Company’s financial due diligence on the Target Companies, the latest unaudited net assets of the Target Companies as at March 31, 2019 were approximately SGD 13.268 million. The unaudited net profits attributable to the Target Companies from July 1, 2018 to March 31, 2019 were approximately SGD 9.145 million. ISOTeam intends to fund the purchase consideration with proceeds from fund raising exercise(s) to be undertaken by ISOTeam, and internal resources as well as by the issue and allotment of the consideration warrants. If any of the conditions precedent is not fulfilled by the respective party, or waived by the other party within 21 business days from August 30, 2019, the other party will be entitled to terminate the agreement by written notice. The transaction is subject to ISOTeam completing its due diligence, ISOTeam having completed the necessary fund-raising exercise and having received such funds which it requires to fund the transaction, entering into of service agreements with Peter Dodson Coney and Jonathan Peter Coney, for a two-year term commencing on the completion date, which will be renewable for a further two-year term on mutually agreed terms, necessary regulatory approvals from the SGX-ST for the issue of the consideration warrants and the listing and quotation of the warrant shares. As on October 1, 2019, the deal is expected to complete on October 30, 2019. As on October 30, 2019, the completion date was extended to November 30, 2019. As on November 29, 2019, the completion date was extended to December 31, 2019. As on January 2, 2020, the completion date was further extended to January 23, 2020. This transaction is earnings accretive to ISOTeam. ISOTeam Ltd. (Catalist:5WF) completed the acquisition of stakes in Pure Group (Singapore) Pte. Ltd., Pure Projects (Philippines) Inc, Pure Projects Construction Advisory Shanghai Co Ltd, Pure Projects Management Sdn. Bhd., Pure Projects SEA Pte. Ltd. and Pure Projects SEA Ltd from Coney International Ltd. on January 21, 2020.