3Cnergy: Buyer of controlling shareholders’ stake claims deal is invalid

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L-Energy, the putative buyer of 3Cnergy‘s controlling shareholders’ 88.73 percent stake, claims it has not entered into an agreement, calling the deal “invalid,” 3Cnergy said in a filing to SGX Thursday.

The purchaser told 3Cnergy that it was still in talks with the sellers on draft terms, and has “no knowledge of how the venders unilaterally executed what appears to be a previous version of the draft agreement,” the filing said.

“The purchaser therefore takes the position that the alleged agreement furnished by the vendors to the company is invalid,” 3Cnergy said it was told by L-Energy. “The purchaser does not intend to proceed with the proposed acquisition of the company’s shares, and therefore will not be entering into any agreement or making any general offer.”

The deal would have required L-Energy to make a mandatory general offer for the remaining shares of 3Cnergy, the company previously said.

3Cnergy said controlling shareholder Phileo Capital responded as rejecting L-Energy’s allegations, noting the signed copy executed by L-Energy and given to the vendors, and the purchaser’s counsel has also giving the sellers confirmation the consideration was deposited with them by the purchaser.

“The purchaser subsequently attempted to vary the terms of the agreement, which the vendors did not accept. The vendors were entitled, and did proceed, to conclude the agreement by counter-signing,” 3Cnergy said it was told by the shareholders.

“The vendors take the position that the purchaser is obliged under the concluded agreement to complete the purchase of the subject shares,” 3Cnergy said in the filing.

3Cnergy noted the company isn’t a party to the dispute, and hasn’t independently verified each party’s claims.

L-Energy is involved in the wholesale of construction materials and other construction-related activities, including building solar PV systems. 3Cnergy is an investment holding company, with businesses including property development, property management and consultation services.