Tricorn Group plc (AIM:TCN) entered into a share sale and purchase agreement to acquire Axcelasia Taxand Sdn. Bhd. from Axcelasia Inc. (Catalist:42U) for CNY 69.7 million on February 11, 2020. Tricorn will acquire 0.35 million shares of Axcelasia Taxand. Out of CNY 69.7 million, CNY 2.9 million minus any collected aged receivables shall be retained by Tricorn and shall be paid to Axcelasia in cash from the date of completion and up to the date falling eight months after the date of agreement, upon any aged receivables (being received by the sale companies, Tricorn shall, as soon as reasonably practicable and in any event within 15 business days of the aged receivables being received, pay to Axcelasia such part of the retention amount as is equal to the amount of the aged receivables received or, if the retention amount is lower than the amount of aged receivables received, the full amount of the retention amount and after the date falling eight months after the date of the agreement, Tricorn shall be entitled to retain the remaining balance of the retention amount (if any) after the sums due to Axcelasia. The remainder of the purchase price shall be paid to Axcelasia in cash on completion by way of bank transfer to the bank account of Axcelasia. Upon completion of the transaction, Axcelasia Taxand will cease to be subsidiary of Axcelasia. Prior to Completion, the parties have agreed that a permitted dividend of an aggregate amount in cash of CNY 11.5 million (“Permitted Dividend”) shall be declared by the sale companies and paid to Axcelasia.

The transaction is subject to approval by the shareholders of Axcelasia, notification to the Malaysia Digital Economy Corporation of the sale, sale companies having a minimum working capital of CNY 7.3 million as at December 31, 2019. Board of Axcelasia recommends its shareholders to vote in favour of this transaction. As of March 12, 2020, shareholders of Axcelasia Inc. unanimously approved this transaction. Completion shall take place on the tenth business day following notification of the satisfaction or waiver of the last condition, or at such other date as may be agreed in writing between the parties. Board of Axcelasia may also consider distributing the proceeds from the proposed divestment to shareholders by way of dividend after assessing the cash flow needs of Axcelasia, taking into account the proposed future plans for Axcelasia. Board wishes to emphasize that no decision on the amount and timing of distribution has been decided and shareholders will be informed in due course once a definitive decision has been made. Axcelasia expects to record a gain from the proposed divestment. GEP Associates acted as valuer in the transaction for Axcelasia.

Tricorn Group plc (AIM:TCN) completed the acquisition of Axcelasia Taxand Sdn. Bhd. from Axcelasia Inc. (Catalist:42U) on April 15, 2020. Axcelasia board may consider distributing the proceeds from the divestment to shareholders by way of dividend after assessing the cash flow needs of the company, taking into account the proposed future plans for the company. Post completion Axcelasia has agreed to undertake certain obligations which includes the mane change of Axcelasia to Axington, which is subject to approval of shareholders byway of special resolution at the general meeting on April 17, 2020.