SYZ Capital Ag and Thomas Zimmerhaeckel entered into a conditional share purchase and loan assignment agreement to acquire Sinwa SS Pte. Ltd, Seafirst Marine Services Pte. Ltd, Sinwa Offshore Pte. Ltd, Sinwa Ship Supply (HK) Pte. Ltd, Windsor Marine Pte. Ltd and Sinwa Australia Pty Ltd (target companies) from Sinwa Limited (SGX:5CN) for SGD 74.9 million on November 13, 2018. The consideration payable by SYZ Capital Ag and Thomas Zimmerhaeckel comprises SGD 69.9 million payable on closing plus SGD 5 million payable into the escrow account on closing plus the closing delay adjustment. Under the terms of the agreement, Sinwa Limited will sell 100% stake in target companies and Sinwa Limited has further agreed to assign and transfer, and procure the assignment and transfer by Sinwa International Pte. Ltd. to SYZ Capital Ag and Thomas Zimmerhaeckel of certain intercompany loans owing by target companies to Sinwa International Pte. Ltd. The closing amount would be subject to post-closing adjustments to account for differences in the actual cash balances and working capital as of December 31, 2018. Subject to compliance by Sinwa Limited with its obligations in the agreement, if the closing date falls after December 31, 2018, the consideration shall be increased by an additional SGD 27,400 per calendar day between December 31, 2018 up to the closing date (both dates exclusive), and such increase shall be payable by SYZ Capital Ag and Thomas Zimmerhaeckel to Sinwa Limited. Commitment letters have been provided by a licensed bank in Singapore, an affiliate of SYZ and Thomas Zimmerhaeckel in relation to the transaction. Upon the completion of the transaction, the target companies will cease to be subsidiaries of Sinwa Limited and Sinwa Limited will cease to have any operating subsidiaries or businesses and will become a cash company. If agreement is terminated, Sinwa Limited will have to pay SYZ Capital Ag and Thomas Zimmerhaeckel for all the costs and expenses incurred by or on behalf of SYZ Capital Ag and Thomas Zimmerhaeckel in connection with the transactions contemplated by the agreement, subject to a maximum amount of SGD 2 million unless the agreement is terminated due to no fault of Sinwa Limited, or due to circumstances beyond the Sinwa Limited’s control. The target companies reported a net asset value of SGD 59.7 million as of December 31, 2017. Pursuant to the agreement, Sim Yong Teng has entered into a service agreement with SYZ Capital Ag and Thomas Zimmerhaeckel. The transaction is subject to approval by shareholders of Sinwa Limited on January 22, 2019, approval from appropriate governments, courts or other regulatory bodies. The transaction is subject to the target companies having cash balance of not less than the target cash balance and not having declared, made or paid any dividend or other distribution to Sinwa Limited, the entry by the parties into the escrow agreement with the escrow agent, entry by Tan Lay Ling into a service agreement on remuneration terms not less favorable than her existing service agreement and a re-investment agreement with SYZ Capital Ag and Thomas Zimmerhaeckel. Some of the shareholders of Sinwa Limited have given irrevocable undertakings to vote in favor of the transaction. The Directors of Sinwa Limited recommend that shareholders vote in favor of the ordinary resolution relating to the disposal. As of January 10, 2019, Sinwa Limited received confirmation from SGX that SGX has no objection to the Sinwa Limited’s application for continued trading in its securities after closing. As of January 22, 2019, the shareholders of Sinwa Limited approved the transaction. The long stop date of the transaction is February 28, 2019. A portion of the sale proceeds from the disposal is intended to be used for general working capital requirements and general corporate purposes of Sinwa Limited. The Board intends to make an initial distribution consisting of approximately SGD 57 million from the disposal and approximately SGD 10 million cash at bank subject to compliance with any regulatory requirements, to shareholders by way of a special dividend. United Overseas Bank acted as the sole financial advisor to SYZ Capital Ag and Thomas Zimmerhaeckel. Josephine Hong of BDO Singapore advised in this transaction.