TSH ceases proposed purchase of Brisbane properties, plans to buy alcohol businesses

SINGAPORE - Catalist-listed TSH Corporation on Wednesday night (Feb 28) said its non-binding term sheet for the proposed acquisition of four freehold commercial properties in Brisbane, Australia has ceased as at Feb 28, as the parties are unable to finalise and enter into a definitive agreement.

The former consumer electronics and homeland security devices firm had previously completed the disposal of its main businesses, sold its freehold industrial land and building, and became a cash company.

Separately, TSH also announced that it has on Feb 28 entered into a non-binding agreement with vendors Teo Kok Woon, Chua Khoon Hui and Lim Kian Boon Charles for all the issued shares of the companies, including TWS Pte Ltd, Planet Spirits Pte Ltd, The Other Room Pte Ltd, Quaich Pte Ltd and Sloshed! Pte Ltd.

These Singapore-incorporated companies are in the business of operating pubs and bars, as well as the import, export and distribution of spirits, wines and liquors, TSH said.

In its filing with the Singapore Exchange (SGX) on Wednesday, the company also said that it is proposing to undertake this acquisition in order to meet the requirements for a new listing under the Catalist rules. If undertaken and completed, the proposed acquisition will constitute a "very substantial acquisition or a reverse takeover" under the listing rules, TSH said.

Among other things, the transaction is subject to the approval of Singapore Exchange Securities Trading, and the shareholders' approval at an extraordinary meeting to be convened.

With the exception of Mr Teo who is a non-executive, non-independent director of TSH, the other vendors do not have any shareholding interests in the company.

Mr Teo has about 68 million shares in the company, representing 28.4 per cent of the issued and paid-up capital of the firm. This makes him a controlling stakeholder.

According to TSH, under the agreement signed between the vendors and the target companies, for the period up to Aug 31,2018, neither the vendors nor their affiliates shall enter into negotiations with any third party without prior written consent from TSH with regard to the possible sale of shares in their companies.

In addition, TSH said that it will seek a further extension of time to complete the proposed acquisition by Feb 28 next year, in order to meet the requirements for a new listing under the Catalist rules.

TSH last traded at 2.4 Singapore cents apiece on Tuesday, unchanged from the previous day's close.