SINGAPORE (July 15): The judicial managers of Epicentre Holdings announced on Wednesday that the company has entered into an implementation agreement with KOSDAQ-listed Kossen Co. and Tardis Capital on Monday (July 13).

Tardis Capital has introduced Kossen and the transferee group to the judicial managers.

Kossen is mainly engaged in the manufacturing and sale of stainless steel products and a key shareholder of BiogenicsKorea Co.

The transferee group’s business includes the manufacturing, wholesale and retail of lactobacillus health products.

Under the agreement, Epicentre Holdings will transfer its listing status on the Catalist board of the Singapore Exchange Securities Trading Limited (SGX-ST) to an entity to be incorporated in Singapore (the transferee) at a consideration of $3 million.

The consideration includes the fully paid-up allotment and issuance of shares in the transferee, which will, in turn, be issued and alloted to the shareholders and creditors.

The issue price per consideration share shall be agreed between Epicentre Holdings and the transferee.

Following the completion of the transfer of listing, the transferee will be listed and admitted to the Catalist board of SGX-ST.

The transferee may be required to issue additional new shares at the issue price to make up 5.0% equivalent of the valuation of the transferee immediately before the completion of the transfer. The shares will be issued to Tardis Capital as payment for its introduction services upon the completion.

The issuance of new shares will be placed in the transferee to comply with the shareholding spared and distribution requirements under Rule 406(1) of the Listing Manual Section B: Rules of Catalist of the SGX-ST, which requires the proportion of post invitation share capital in public hands to be at least 15% at the time of listing.

Shares in Epicentre Holdings will be delisted and withdrawn from the Catalist board. A full sponsor will be retained for the transferee upon the listing.

The transfer of listing will be carried out via a scheme of arrangement by Epicentre Holdings, Kossen, and the transferee. The arrangement will be entered into between Epicentre Holdings, its shareholders, and a statement of proposal of the judicial managers, and to be considered at a further meeting of the creditors.

The completion of the transfer is subject to the approval of the scheme by Epicentre Holdings’ shareholders and creditors, the grant of the order of the High Court of Singapore, the in-principle approval of SGX-ST, as well as necessary consents and approvals from necessary government agencies.

Epicentre Holdings says the agreement will be terminated should any of the conditions not be satisfied by July 13, 2021, or on an agreed-upon date.

Epicentre Holdings is presently under judicial management and its shares are suspended from trading.

The company says it will use the transfer of listing to provide some recovery to its shareholders and its creditors.

Shares in Epicentre Holdings last traded at 1.8 cents before it called for a trading suspension on May 30, 2019.