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PROSPERA GLOBAL LIMITED — M&A Activity 2022
Sep 29, 2022
67728_rns_2022-09-29_224d059a-eae9-47e5-8b9a-0f07fb30c7fb.pdf
M&A Activity
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SINJIA LAND LIMITED
(Incorporated in the Republic of Singapore) (Company Registration Number: 200402180C)
ENTRY INTO A SIDE LETTER IN RELATION TO THE PROPOSED ACQUISITION OF BINEX SINGAPORE (PTE. LTD.)
Unless otherwise defined, all capitalised terms used herein shall bear the same meanings ascribed to them in the SPA Announcements (as defined below).
1. INTRODUCTION
The Board of Directors (the “ Board ” or the “ Directors ”) of Sinjia Land Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) refers to the Company’s announcements dated 19 November 2021, 31 January 2022, 5 February 2022, 18 February 2022 and 23 June 2022 (the “ SPA Announcements ”) in relation to the proposed acquisition of the entire issued and paid-up share capital of BINEX Singapore (Pte. Ltd.) (the “ Target ”) by the Company from BINEX Inc., 3DOM Alliance Inc. (formerly known as 3DOM Inc.), Biomass Energy Corporation, Mebius Inc. and Future Science Research Inc. (collectively, the “ Vendors ”).
2. EXTENSION OF THE LONG-STOP DATE
As stated in the Company’s announcement dated 31 January 2022, the SPA (save for certain surviving clauses) shall ipso facto cease and determine if any of the conditions precedent are not fulfilled on or before the long-stop date, being 31 March 2023 or such other date as mutually agreed in writing between the parties to the SPA or such date falling three (3) months from the date on which the Proposed Whitewash Resolution is approved, whichever is earlier (the “ Long-Stop Date ”).
The Board wishes to announce (this “ Announcement ”) that the Company and the Vendors had on 29 September 2022 entered into a side letter (“ Side Letter ”), pursuant to which the extension of the Long-Stop Date by nine (9) months from 31 March 2023 to 31 December 2023 had been mutually agreed by the Company and the Vendors.
3. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS
Save for their respective interests in the Shares of the Company (as the case may be) and as already disclosed in the SPA Announcements, none of the Directors, controlling Shareholders or their associates have any interest, direct or indirect, in the Proposed Acquisition and the Proposed Transactions under the SPA.
4. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Announcement constitutes full and true disclosure of all material facts about the Proposed Acquisition and the Proposed Transactions, the Side Letter, and the Group, and the Directors are not aware of any facts the omission of which would make any statement in this Announcement misleading.
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Where information in this Announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Announcement in its proper form and context.
5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the SPA and the Side Letter are available for inspection during normal business hours at the Company’s registered office at 16 Kallang Place, #01-16, Singapore 339156, for a period of three (3) months commencing from the date of this Announcement.
All Shareholders are to register their intention to inspect the abovementioned documents at least five (5) business days before the date of their appointment, via the Company’s email address at [email protected].
By Order of the Board
Cheong Weixiong Executive Director and Group Chief Executive Officer 29 September 2022
______________ This announcement has been reviewed by the Company's Sponsor, Evolve Capital Advisory Private Limited (the “ Sponsor ”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “ Exchange ”) and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document._
The contact person for the Sponsor is Mr. Jerry Chua – Registered Professional, at 138 Robinson Road, #13-02 Oxley Tower, Singapore 068906, Telephone number: 6241 6626
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