Asia-Pacific Strategic Investments' proposed $221.5 million reverse takeover of personal finance group MoneySmart, has fallen through, citing "adverse market conditions".
The termination of the SPA is not expected to have any material impact on the consolidated net tangible assets or earnings per share of the group for the financial year ending June 30 2023.
"The company will continue to explore opportunities with other parties," the company adds.
The RTO was first announced last March. Under further announced details later in November, APSI said it would pay for the acquisition by issuing new shares worth $221.5 million.
As indicated by APSI then, the target, as at Dec 31 2021, had a net book value of $5.5 million and, for the year ended Dec 31 2021, recorded a net loss of $10.8 million.
In a separate announcement on June 30, MoneySmart says that the RTO was meant to raise "meaningful growth capital" to fund further growth, including its new insurtech unit, Bubblegum.
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"Market conditions have made it challenging for the completion conditions to be met," says MoneySmart founder and CEO Vinod Nair.
"Given prevailing circumstances, we believe that this decision is in the best interests of our company and our shareholders at this time," he says.
In its statement, MoneySmart says that it generated a full-year revenue of $40 million, up 27% y-o-y, while achieving positive ebitda, after adjusting for transaction-related costs.
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MoneySmart expects to continue to be self-sustaining as it explores alternative financing to drive new growth.
"While we are naturally disappointed about this outcome, we are confident in our ability to continue to grow and deliver value to our customers and shareholders," says Nair.
"We will not rule out the possibility of revisiting an IPO when market conditions are more favourable," he adds.
APSI is controlled by Oei Hong Leong, with the single largest stake of 35.76% as at Sept 19 2022.
MoneySmart's shareholding is more evenly distributed. According to APSI's Nov 2022 filing, CEO Nair is the largest shareholder with a stake of 26.16%, followed by Tokyo-listed Kakaku.com's 24.36% and 14.75% under SPH Ventures, previously part of the listed property and media company SPH.
ASPI last traded at 0.2 cents.
