Catalist-listed Digilife Technologies has entered into a share purchase agreement on Dec 28 to acquire a 71% stake in Stradbroke Investments for $7.65 million. The stake is being acquired from TG Holdings HK, with the purchase consideration to be paid through the issue of 5.5 million new shares in Digilife Tech at an issue price of $1.39 per share.
TG Holdings HK is a Hong Kong-based firm controlled by one Xiwen Zhao. The remaining 29% of Stradbroke Investments’ share capital is owned by Bhupendra Kumar Modi, who is Digilife Tech’s chairman and non-independent non-executive director.
The proposed acquisition is subject to approval by shareholders through an extraordinary general meeting (EGM) to be convened. Modi will abstain from voting for the transaction at the EGM.
Stradbroke Investments is engaged in multiple industries including gold trading, fisheries, timber trading and property, and owns 51% of a digital application product company HYLF, which, according to Digilife Tech, focuses on “new innovative business areas relating to the development of digital applications as a fresh start-up”. 44% of HYLF is also owned by Kumar.
Stradbroke Investments also owns 100% of Stradbroke Ventures PNG, which is engaged in the business of trading timber, fisheries and raw gold in Papua New Guinea.
According to a filing to the Singapore Exchange (SGX) on Dec 29, Digilife Tech states that the acquisition will allow the group to re-strategize its financial and capital resources.
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“The proposed acquisition will give the company entry into the digital application space/ innovative start-up space (via Hylf App), give ownership of a building/real estate of value and also access to other businesses in Papua New Guinea,” the filing reads.
The company also adds that it will decide post-completion how the other business can be run and managed in the long run and if they are appropriately aligned to the long-term strategy of the company.
Based on pro forma financials as of Nov 30, post-transaction, Digilife Tech’s net tangible assets will increase from 2.48 cents per share to 3.48 cents per share, while losses per share will decrease from 0.23 cents per share to 0.2 cents per share.
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As at 9.17am, shares in Digilife Tech are trading flat at $1.39.
Photo: Bloomberg
