Union Gas Holdings Limited (Catalist:1F2) entered into a memorandum of understanding to acquire an unknown stake in Sembas (Asia) Trading Pte. Ltd., Semgas Supply Pte. Ltd. and Summit Gas Systems Pte. Ltd. from Union Energy Corporation Pte Ltd on June 17, 2020. On August 24, 2021, Union Gas Holdings Limited entered into a sale and purchase agreement to acquire an unknown stake in Sembas (Asia) Trading Pte. Ltd., Semgas Supply Pte. Ltd. and Summit Gas Systems Pte. Ltd. from Union Energy Corporation Pte Ltd. for SGD 37.5 million. As per the sale and purchase agreement Union Gas Holdings Limited will acquire all the issued and paid up share capital of in Sembas (Asia) Trading Pte. Ltd., Semgas Supply Pte. Ltd. and Summit Gas Systems Pte. Ltd. The transaction consideration is expected to be fulfilled through a combination of cash and shares and would be determined upon completion of due diligence. The consideration is subject to the adjustment provision, to be satisfied in the following manner: (a) SGD 10 million to satisfied in cash by electronic transfer of immediately available funds to the Seller’s bank account on the date of the SPA; (b) SGD 2.4 million to satisfied in cash by electronic transfer of immediately available funds to the Seller’s bank account on the Completion Date; (c) the allotment of 88,649,905 ordinary shares of the Company to the Seller’s Central Depository Account, issued and allotted as fully-paid up on the Completion Date; and (d) SGD 1.6 million in respect of the Commercial Vehicles owned by Semgas (S) and Choon Hin to satisfied in cash by electronic transfer of immediately available funds to the either of Semgas (S)’s or Choon Hin’s bank account on the Completion Date. The Upfront Cash Consideration and the Remaining Cash Consideration shall be funded from the Company’s internal resources. The transaction includes shares in Sembas (Asia) Trading Pte. Ltd., Semgas Supply Pte. Ltd. and Summit Gas Systems Pte. Ltd. as well as all LPG Distribution Business, all support infrastructure relating to the LPG Distribution business and all trademarks, brand names and goodwill relating to the LPG Distribution Business, LPG Bottling Business and LPG Storage Business currently owned by the Potential Target Companies. The transaction may be financed through bank borrowings or through a separate fund-raising exercise. The transaction is subject to further negotiations and entering into a definitive agreement, due diligence, approval of the Board of Directors and Shareholders of Union Gas and approval of all government agencies or regulatory bodies in Singapore on satisfactory terms. Teo Hark Piang and their associates have abstained from voting on the board resolutions involving the Proposed Acquisition. As of December 27, 2021, Union Gas Holdings Limited's board of directors approved the transaction. As of December 30, 2021, all the conditions precedent for the completion of the transaction have been fulfilled and/or waived in accordance with the terms of the Sale and Purchase Agreement. The transaction is expected to be completed on February 28, 2022.