See Hup Seng Ltd. (SGX:566) entered into a conditional sale and purchase agreement to acquire Hetat Holdings Pte. Ltd. from Ng Han Kok for SGD 43.5 million on September 12, 2013. Under the terms of the agreement, See Hup Seng Ltd. will pay SGD 10 million in cash, issuance of 42.52 million shares and the payment of SGD 21.8 million in cash on the date falling 14 business days after the completion date. The cash portion of the acquisition will be funded by the issuance of new ordinary shares for an aggregate consideration of SGD 35.2 million. For the year ended December 31, 2012, Hetat Holdings reported revenue of SGD 32.2 million, net assets of SGD 4.5 million, EBITDA of SGD 6.4 million and profit after tax of SGD 4 million. Ng Han Kok shall be entitled to be appointed as a Director to the Board of Directors of See Hup Seng after completion, provided that such appointment shall be subject to the consent of the nominating committee of the See Hup Seng.

The deal is conditional upon approval from See Hup Seng Ltd. shareholders, consummation of due diligence of investigation, satisfactory completion of all regulatory requirements including the receipt of all necessary approvals from the relevant authorities and compliance with all applicable laws and rules of the SGX-ST, the receipt of approval-in-principle from the SGX-ST for the listing and quotation of the consideration shares and the subscription shares, execution of employment and escrow agreements, minimum balance sheet requirements, completion of the internal restructuring of the Hetat Group, the Vendor having entered into a service agreement for the appointment of Ng Han Kok as the Chief executive Officer of the Hetat Group for an initial period of three (3) years commencing from completion date. If the conditions are not satisfied or waived on or before the date falling 180 days from the date hereof, the agreement shall lapse and cease to have effect, and each party shall not have any claim against the other. The transaction has been unanimously approved by the Board of See Hup Seng Ltd. The completion of the proposed acquisition will contribute positively to the future earnings of See Hup Seng. As of December 6, 2013, the SGX-ST has granted its approval in-principle for the listing and quotation of the consideration shares and the new shares on the official list of the SGX-ST. Tata Capital Markets Pte. Ltd. acted as the financial advisor and Nexia TS Public Accounting Corporation acted as accountant for See Hup Seng Ltd.

See Hup Seng Ltd. (SGX:566) completed the acquisition of Hetat Holdings Pte. Ltd. from Ng Han Kok on January 3, 2014. In conjunction with the completion of the acquisition, the Founder and Chief Executive Officer of Hetat Group, Henry Ng Han Kok has been appointed as Executive Director of See Hup Seng. The deal has been approved by the shareholders of See Hup Seng.