JCG to get new substantial shareholder in $3.4m share swap for Brand X Lab

SINGAPORE -JCG Investment Holdings has agreed to buy event organisation and promotion company Brand X Lab for for $3.35 million in shares and warrants.

JCG, which operates trading and distribution, aesthetic medical and investment businesses, will issue 1.86 billion new shares at 0.18 cent per share and 310 million new warrants with a strike price of 0.18 cent per share to Tan Suying, who is the current owner of Brand X.

The issue price of the consideration shares is a 10 per cent discount to JCG's volume-weighted average price of 0.2 cent on March 8, which was the last trading day before the agreement. The consideration shares will give Ms Tan, who is independent of JCG's existing directors and controlling shareholders, a 14.91 per cent stake in the company's enlarged share capital before the warrants are exercised. If the warrants are fully exercised, the consideration shares and the exercised warrant shares will represent about 17 per cent of JCG's enlarged share capital.

JCG shares were trading at 0.3 cent as at 4.03pm on Tuesday (March 12) after the announcement, up 0.1 cent on the day.

Brand X Lab's net asset value as at Dec 31, 2018 was $510,863 based on unaudited accounts. For the financial year ended Dec 31, 2018, net profit was $374,536.

The group said that the acquisition of Brand X Lab, which is involved in event organisation and promotion, as well as business and management consultancy services, is "synergistic with and complementary to" the company's existing medical aesthetics and healthcare business.

Consideration warrants can be exercised at any time during the period commencing on the date of issue of the warrants and expiring on the day immediately preceding the fifth anniversary of the date of issue.