Transcorp Holdings Limited (Catalist:T19) signed sale and purchase agreement to acquire 88.5% stake in Regal Motors Pte. Ltd. from Cheng MingMing and Chua Heng Chuan Ronnie for SGD 20 million in cash and stock on December 21, 2015. Under the terms of the transaction, Transcorp Holdings will acquire 4.71 million shares from Cheng MingMing and 0.6 million shares from Chua Heng Chuan Ronnie. Transcorp Holdings will pay SGD 12 million to Cheng MingMing, of which SGD 4.5 million in cash will be paid at closing, upto SGD 2 million if normalized net profits after tax for the financial year 2016 for Regal Motors exceeds SGD 2.5 million, upto SGD 2 million if normalized net profits after tax for the financial year 2017 for Regal Motors exceeds SGD 3 million, upto SGD 2 million if normalized net profits after tax for the financial year 2018 for Regal Motors exceeds SGD 3.5 million and SGD 1.5 million on the date falling five years after the date of completion. If Regal Motors fails to achieve the target normalised net profits after tax for any of the financial years, the amount payable by Transcorp shall be reduced by an amount equal to the shortfall. Transcorp Holdings will also issue 43.15 million new shares to Cheng MingMing. Transcorp Holdings will pay SGD 4,985 to Chua Heng Chuan Ronnie at completion and issue 16.96 million shares. The cash portion of the consideration will be fully funded from internal working capital of Transcorp Holdings. Upon completion, Transcorp and Cheng MingMing will own 88.5% and 11.5% stake in Regal Motors respectively.

Regal Motors Pte. Ltd. reported equity of SGD 8.19 million, net profit after tax of SGD 2.36 million, revenue of SGD 14.28 million and total assets of SGD 8.19 million as of October 31, 2015. The deal is subject to approval of SGX-ST and shareholders of Transcorp Holdings, completion of legal, financial and commercial due diligence, the repayment by Cheng MingMing of all amounts owing to Regal Motors, listing and quotation notice in respect of the consideration shares on the Catalist Board of the SGX-ST. The deal will terminate, if the conditions are not satisfied or waived by March 31, 2016. As of December 28, 2015, the Board of Transcorp Holdings Limited unanimously recommends the shareholders to vote in favour of the transaction at the meeting to be held on January 12, 2016. As of January 12, 2016, the transaction has been approved by the shareholders of Transcorp. The transaction is expected to contribute positively to the future earnings of Transcorp Holdings. UniStand Appraisal Limited acted as valuer in the transaction.

Transcorp Holdings Limited (Catalist:T19) completed the acquisition of 88.5% stake in Regal Motors Pte. Ltd. from Cheng MingMing and Chua Heng Chuan Ronnie on January 25, 2016.