Koh Boon Hwee (Non-Executive Chairman and Non-Executive Director of Sunningdale Tech Ltd) and Novo Tellus PE Fund 2, L.P. managed by Novo Tellus Capital Partners signed an implementation agreement to acquire 84.39% stake in Sunningdale Tech Ltd (SGX:BHQ) from a group of sellers for approximately SGD 250 million on November 9, 2020. Koh Boon Hwee and Novo Tellus will acquire all common shares and share awards in Sunningdale Tech not already owned by them. Koh Boon Hwee and Novo Tellus will pay SGD 1.55 in cash or in lieu of the cash consideration, 1,550 shares of the holding company (formed by Koh Boon Hwee and Novo Tellus), which shall allot and issue, at an issue price of SGD 0.001 per share, provided always that no more than 49.8 billion subject to the adjustment may be issued as scrip consideration. In the event that shareholders elect for scrip consideration in such amount which exceeds the maximum number (the “Adjustment Mechanism”): (i) the maximum Number will be allocated among the electing shareholders on a pro-rata basis according to the number of shares they hold; and (ii) in respect of the balance number of shares held by shareholders that elected for scrip consideration in excess of the maximum number, each relevant shareholder shall receive in cash such amount equivalent to the Holding company shares which cannot be allotted and issued to such scheme shareholders. The transaction will be executed by way of a scheme of arrangement. As on January 19, 2021, the consideration is increased to SGD 270 million. The shareholders are entitled to choose between SGD 1.65 in cash or in lieu of the Cash Consideration, 1,650 shares. The price will not be increased further. Yarwood and one more shareholder have elected stock consideration. Koh Boon Hwee holds a direct interest in 29.9 million Sunningdale shares and has a deemed interest in 0.02 million Sunningdale shares held by Mdm Leong Siew Fong who is the spouse of Koh Boon Hwee. Upon closing, Sunningdale will become a wholly owned subsidiary of the holding company (formed by Koh Boon Hwee and Novo Tellus) and will, subject to the approval of the SGX-ST, be delisted from the official list of the SGX-ST. Transaction is subject to approval of shareholders of Sunningdale Tech, regulatory approvals and the grant of the Court order sanctioning the transaction and such Court order having become final. Yarwood Engineering & Trading, Goi Seng Hui and Khoo Boo Hor have given an irrevocable undertaking to vote in favor of transaction. As of January 26, 2021, Singapore Exchange Securities Trading Limited approved the proposed delisting of Sunningdale Tech from the Official List of the SGX-ST. As on February 4, 2021, the meeting aims to seek the approval of the Scheme Shareholders for the Scheme is to be held on February 19, 2021. As of February 19, 2021, the transaction is approved by the shareholders of Sunningdale Tech Ltd and is expected to be completed by April 8, 2021. United Overseas Bank Limited and Rippledot Capital Advisers Pte. Ltd. acted as financial advisors for Koh Boon Hwee and Novo Tellus. Deloitte & Touche Corporate Finance Pte Ltd. acted as financial advisor for Sunningdale Tech. Provenance Capital Pte. Ltd. has been appointed as the independent financial advisor to advise the Directors of Sunningdale Tech. Koh Boon Hwee (Non-Executive Chairman and Non-Executive Director of Sunningdale Tech Ltd) and Novo Tellus PE Fund 2, L.P. managed by Novo Tellus Capital Partners completed the acquisition of 84.39% stake in Sunningdale Tech Ltd (SGX:BHQ) from a group of sellers on April 8, 2021. The Board announced that a copy of the Court Order has been lodged with ACRA on 8 April 2021. The expected date for the payment of the scheme consideration to the entitled scheme shareholders is April 19, 2021 and delisting of the shares is April 20, 2021.