Aspial Corporation Limited (SGX:A30) entered into a scheme of arrangement to acquire remaining 18.9% stake in World Class Global Limited (Catalist:1E6) (WCG) from a group of shareholders for SGD 26.8 million on March 12, 2021. As part of the transaction, Aspial Corporation will purchase 173.04 million shares of World Class Global Limited at an exchange ratio of 1.1052 new ordinary shares of Aspial Corporation Limited for an each share of World Class Global, which will result in the allotment and issuance of up to 191,261,147 new Aspial Shares. Pre transaction, Aspial Corporation Limited holds 742,828,700 WCG Shares representing 81.11% stake of the total issued WCG Shares and Koh Wee Seng, Ng Sheng Tiong and Ng Bie Tjin holds 1.15%, 1.13% and 0.05% stake, respectively. Upon the Scheme becoming effective, World Class Global Limited will be delisted from stock exchange.

The transaction is subject to regulatory approval including approval of SGX-ST and Foreign Investment Review Board approval under the Australian Foreign Acquisitions and Takeovers Act 1975, court approval, approval of shareholders of Aspial Corporation and the approval of the Scheme by a majority in number of Shareholders of World Class Global representing three-fourths in value of the Scheme Shares held by Scheme Shareholders. If any of the conditions are not satisfied, or if the Scheme has not become effective in accordance with its terms on or before 5 p.m. on the date falling five (5) months from announcement date or such other date as may be agreed in writing between the Offeror and the Company (the “Cut-Off Date”), either party may immediately terminate this agreement. As of April 15, 2021, Aspial Corporation Limited received the approval in-principle from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of and quotation for up to 191.2 million new ordinary shares. WCG established the audit committee comprises Wong Soon Yum, Kau Jee Chu, Ng Bie Tjin and Ko Lee Meng. The Chairman of the Audit Committee is Wong Soon Yum. Based on the opinion of RHT Capital Pte. Ltd. Audit Committee, after discussions with the management of WCG, is satisfied that, the terms of the Scheme and the Proposed Issuance of consideration shares are, on balance, on normal commercial terms, not prejudicial to the interests of WCG and its minority Shareholders, and in the interests of Shareholders. Accordingly, the Audit Committee (other than Ko Lee Meng and Ng Bie Tjin) recommends that Shareholders vote in favour of the transaction. Extraordinary General Meeting of Aspial to be held on May 6, 2021, to approve the transaction and issuance of stock consideration. As per the Extraordinary General Meeting of Aspial held on May 6, 2021. As of May 7, 2021 the court hearing for convening scheme meeting for the transaction approval will be held on May 27, 2021. As of May 28, 2021 the World Class Global's shareholder meeting will be held on June 14, 2021. The court meeting will be held on July 7, 2021. As of June 22, 2021, the court meeting will be held on July 12, 2021. The transaction and issuance of new Aspial consideration shares have been approved by the shareholders of Aspial. As of May 25, 2021 the transaction was approved by Singapore Exchange Securities Trading Limited. The transaction was approved by the shareholders of World Class Global Limited on June 14, 2021. As on July 12, 2021, the court sanctioned the scheme. The transaction is expected to close on July 13, 2021. As of June 22, 2021, the effective transaction date is July 22, 2021.

SAC Capital Private Limited acted as financial advisor and Allen & Gledhill acted as legal advisor to Aspial Corporation Limited. Xandar Capital Pte. Ltd. acted as financial advisor to WCG. RHT Capital Pte. Ltd. acted as financial advisor to the directors of Aspial Corporation. Elsa Chai of Rajah & Tann acted as a legal adviser to World Class Global. B.A.C.S. Private Limited acted as a registrar to WCG.

Aspial Corporation Limited (SGX:A30) completed the acquisition of remaining 18.9% stake in World Class Global Limited (Catalist:1E6) (WCG) from a group of shareholders on July 22, 2021.