Pine Capital enters reverse takeover deal with GENV Holdings

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Pine Capital has entered a non-binding term sheet for GENV Holdings to subscribe for new shares in a reverse takeover of the Catalist-listed company, which currently doesn’t have a core operating business.

Under the deal, GENV Holdings will subscribe for S$3.5 million worth of shares, which will be issued at S$0.002 each, Pine Capital said in a filing to SGX Monday.

In addition, GENV Holdings will have the option to subscribe for another S$3.5 million worth of shares at S$0.002 each at any time within 24 months after the first subscription is completed, the filing said.

“To rebuild shareholder value, the company has been seeking an appropriate business to be injected into the group. The company is of the view that the proposed acquisition will place the company in a position to expand into new business areas and grow revenues,” Pine Capital said.

Of the funds raised, S$500,000 will be used for general working capital needs and S$3 million will be used for subsequent acquisitions of companies and for capital expenditure, Pine Capital said.

GENV Holdings may also make a separate advance loan of up to S$500,000 for general working capital needs, the filing said.

Pine Capital noted its lack of funds has made finding a deal difficult, and it may need a fresh injection of funds to pay for professional fees, including legal fees and due diligence services.

The company plans to appoint Alternative Advisors as its corporate advisor, with the fee set at S$30,000 a month, with the potential for payment to be in shares priced at the same level as the subscription issue price, Pine Capital said.

GENV Holdings, which stands for green environment, plans to identify and amalgamate companies in landscape management, cleaning management and waste management.

“GENV Holdings plans to have a major investment into the Company and acquire the target businesses as subsidiaries to be a local and then regional conglomerate focusing on effective environmental solutions,” the filing said.

Certain companies have already been identified as targets, including a landscape management company, which is privately owned and focused on the government sector and private condominiums, and a cleaning management company, which is privately owned and provides services to government and private dormitories and to commercial buildings, the filing said.

The deal will require shareholder approval, the filing said.