CIRCULAR DATED 11 OCTOBER 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other independent professional adviser immediately.

If you have sold or transferred all your shares in the issued and paid-up share capital of Enviro-Hub Holdings Ltd. (the "Company") held through The Central Depository (Pte) Limited (the "CDP"), you need not forward this Circular with the Notice of Extraordinary General Meeting (the "Notice of EGM") and the attached Proxy Form (as defined herein) to the purchaser or transferee, as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certificate(s), you should immediately forward this Circular with the Notice of EGM and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular.

In line with the Alternative Arrangements Order (as defined herein), Shareholders will not be able to attend the Extraordinary General Meeting (the "EGM") in person. Instead, alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) observing and/or listening to the proceedings via "live" audio-visual webcast or "live" audio-only stream; (b) submitting questions related to the resolution to be tabled for approval in advance of the EGM; and/or (c) appointing the Chairman of the EGM as proxy to attend, speak and vote on their behalf at the EGM. Please refer to the Notice of EGM dated 11 October 2021 for further information, including the steps to be taken by Shareholders to participate at the EGM. Printed copies of this Circular and the accompanying Proxy Form will not be sent to the members. Instead, this Circular and Proxy Form will be sent to the members solely by electronic means via publication on the Company's corporate website at the URLhttp://www.enviro-hub.com/and will also be available on the SGXNet (as defined below) at the URLhttps://www.sgx.com/securities/company-announcements.

eNVIRO-HUB HOLDINGS LTD.

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 199802709E)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

  1. THE PROPOSED ACQUISITION OF 75.0% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF
    PASTEL GLOVE SDN. BHD. AS A MAJOR TRANSACTION UNDER CHAPTER 10 OF THE LISTING
    MANUAL (THE "PROPOSED ACQUISITION");
  2. THE PROPOSED ALLOTMENT AND ISSUANCE OF THE CONSIDERATION SHARES (AS DEFINED HEREIN) TO THE VENDORS (AS DEFINED HEREIN) PURSUANT TO THE PROPOSED ACQUISITION; AND
  3. THE PROPOSED TRANSFER OF CONTROLLING INTEREST IN THE COMPANY TO LAW SIAU WOEI PURSUANT TO THE PROPOSED ISSUANCE AND ALLOTMENT OF THE CONSIDERATION
    SHARES

Financial Adviser to the Company for the Proposed Transactions

EVOLVE CAPITAL ADVISORY PRIVATE LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No.: 201718400R)

IMPORTANT DATES AND TIMES:

Last date and time for lodgement of Proxy Form

:

24

October 2021 at 10.30 a.m.

Date and time of EGM

:

26

October 2021 at 10.30 a.m. (by electronic means)

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TABLE OF CONTENTS

DEFINITIONS....................................................................................................................................................

4

1.

INTRODUCTION...................................................................................................................................

12

2.

INFORMATION ON PGSB, THE SALE SHARES, THE VENDORS AND THE PURCHASER............

13

3.

MATERIAL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION..................................

15

4.

RATIONALE FOR THE PROPOSED ACQUISITION............................................................................

28

5.

FINANCIAL EFFECT OF THE PROPOSED ACQUISITION.................................................................

28

6.

RELATIVE FIGURES COMPUTED PURSUANT TO RULE 1006 OF THE LISTING MANUAL..........

30

7.

CONSIDERATION SHARES.................................................................................................................

31

8.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS............................................

33

9.

DETAILS OF ANY DIRECTORS' SERVICE AGREEMENT(S).............................................................

34

10.

DIRECTORS' RECOMMENDATIONS..................................................................................................

34

11.

EXTRAORDINARY GENERAL MEETING............................................................................................

34

12.

ACTION TO BE TAKEN BY SHAREHOLDERS...................................................................................

34

13.

ADVISERS.............................................................................................................................................

36

14.

CONSENTS...........................................................................................................................................

37

15.

DIRECTORS' RESPONSIBILITY STATEMENT...................................................................................

37

16.

FINANCIAL ADVISER'S RESPONSIBILITY STATEMENT..................................................................

37

17.

DOCUMENTS AVAILABLE FOR INSPECTION...................................................................................

38

APPENDIX A: MANAGEMENT ACCOUNTS OF PGSB

FOR THE PERIOD FROM 28 SEPTEMBER 2020 TO 30 JUNE 2021.........................................................

A-1

APPENDIX B: AUDITOR'S REPORT ON THE PROFIT GUARANTEE.......................................................

B-1

APPENDIX C: LETTER FROM FINANCIAL ADVISER................................................................................

C-1

NOTICE OF EXTRAORDINARY GENERAL MEETING................................................................................

N-1

PROXY FORM

DEFINITIONS

In this Circular, the following definitions apply throughout unless the context otherwise requires or unless otherwise stated:

"1st Tranche Cash Payment"

: Has the meaning ascribed to it in Section 3.3(a) of this Circular

"Aggregated Transactions"

: Has the meaning ascribed to it in Section 1(a) of this Circular

"Alternative Arrangements Order" :

The COVID-19 (Temporary Measures) (Alternative Arrangements

for Meetings for Companies, Variable Capital Companies, Business

Trusts, Unit Trusts and Debenture Holders) Order 2020

"Announcement Date"

:

5 August 2021

"Approval In-Principle"

: Has the meaning ascribed to it in Section 3.8(b)(v) of this Circular

"ASP"

:

Average selling price

"Auditor"

: The auditor of the Company, being KPMG LLP

"Balance Tranche Payment"

: Has the meaning ascribed to it in Section 3.3(b)(ii) of this Circular

"Board" or "Board of Directors"

:

The board of directors of the Company as at the date of this Circular

"Business Day"

: A day (other than a Saturday, Sunday or gazetted public holiday)

on which commercial banks are generally open for business in

Malaysia and Singapore

"CDP"

: The Central Depository (Pte) Limited

"CF/CCC Certificate"

: A certificate of fitness and/or the certificate of completion and

compliance required pursuant to the Uniform Building By-Laws

1984 of Malaysia and the Street, Drainage and Building Act 1974

of Malaysia

"Circular"

: This circular to Shareholders dated 11 October 2021, including the

appendices hereto

"CKP"

: Mr. Choo Kuan Ping

"Company"

:

Enviro-Hub Holdings Ltd.

"Companies Act"

: The Companies Act, Chapter 50 of Singapore, as may be amended,

modified or supplemented from time to time

"Completion"

: The completion of the Proposed Acquisition pursuant to the Sale

and Purchase Agreement

"Completion Date"

: The date falling seven (7) Business Days after the Conditions

Precedent have been fulfilled or waived, or such other date as the

Parties may mutually agree but in any event, being not later than the

Long-Stop Date

"Conditions Precedent"

: The conditions precedent to Completion, details of which are set

out in Section 3.8 of this Circular

4

DEFINITIONS

"Consideration"

: Has the meaning ascribed to it in Section 1(a) of this Circular

"Consideration Shares"

: Has the meaning ascribed to it in Section 3.3 of this Circular

"Controlling Interest"

: The interest of the Controlling Shareholder(s)

"Controlling Shareholder"

:

A person who:-

(a)

holds directly or indirectly 15.0% or more of the total voting

rights in the Company. The Exchange may determine that

a person who satisfies this paragraph is not a controlling

shareholder; or

(b)

in fact exercises control over the Company

"CPF"

:

Central Provident Fund

"CPFIS"

:

CPF Investment Scheme

"CPF Agent Banks"

: Agent banks included under the CPFIS

"CPF Investors"

: Investors who have purchased Shares using their CPF contributions

pursuant to the CPFIS

"Director"

: A director of the Company for the time being

"Diversification"

: Has the meaning ascribed to it in Section 1(a) of this Circular

"Diversification Circular"

: Has the meaning ascribed to it in Section 1(a) of this Circular

"Diversification Mandate"

: Has the meaning ascribed to it in Section 4 of this Circular

"EGM"

: The extraordinary general meeting of the Company to be convened

for the purposes of considering and, if thought fit, passing with

or without modifications, the Ordinary Resolutions set out in the

Notice of EGM

"EHL Shareholder's Loan"

: Has the meaning ascribed to it in Section 2.1(a) of this Circular

"Encumbrance"

: Any mortgage, charge (fixed or floating), pledge, lien, option, right

to acquire, right of pre-emption, assignment by way of security,

trust arrangement for the purpose of providing security or any other

security interest of any kind, including retention arrangements and

any agreement to create any of the foregoing and to "Encumber"

means to create any encumbrance

"EPS"

:

Earnings per share

"FA Letter"

: The letter from the Financial Adviser appended hereto in Appendix C

"Financial Adviser"

: Evolve Capital Advisory Private Limited, the financial adviser to the

Company in relation to the Proposed Transactions

5

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Enviro-Hub Holdings Ltd. published this content on 11 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 October 2021 09:31:03 UTC.