Rex International Announces Key Strategic Move: Reverse Takeover and Intended Listing of Xer Tech AB in Sweden

Key Highlights

• Conditional Share Purchase Agreement (SPA): Rex International Holding Limited, through its indirect wholly-owned subsidiary Rex Technology Investments Pte Ltd (RTI), has entered into a conditional SPA with Renewable Ventures Nordic AB (RVN) to facilitate the listing of Xer Tech AB (Xer Sweden) via a reverse takeover.
• Structure of the Deal: RTI will transfer 6,000,000 shares (60% stake) in Xer Sweden to RVN. In exchange, RTI will receive 20,454,545 new shares in RVN, valuing Xer Sweden at approximately SEK 90 million (SEK 15 per share) and RVN at SEK 27.81 million (SEK 4.40 per RVN share).
• Post-Transaction Ownership: After completion, Xer Sweden will be wholly owned by RVN, and Rex International Holding will hold approximately 50.4% of RVN, becoming the majority shareholder in the enlarged group.
• Intended Listing: The transaction aims to list Xer Sweden on the Sweden Spotlight Stock Market (“Spotlight”) via the listing of Xer Sweden’s shares in place of RVN’s shares.
• Private Placement: RVN is planning a SEK 40 million (US\$4.3 million) private placement to fund the working capital and growth of the enlarged group.
• Debt to Equity Conversion: Prior to completion, Xer Sweden will convert all shareholder loans from Rex into equity to enable Rex to receive RVN shares as repayment.
• Industry Focus: Xer Group, comprising Xer Sweden and Xer Technologies AG, specializes in the development of durable, long-range multirotor drones, targeting both commercial and defense sectors.

Detailed Overview of the Transaction

Rex International Holding Limited has announced a strategic move to list its indirect subsidiary, Xer Tech AB, on the Sweden Spotlight Stock Market through a reverse takeover with Renewable Ventures Nordic AB. This development is designed to unlock significant value for shareholders and enable Xer Sweden to access capital markets for further expansion.

Under the conditional SPA, RTI will transfer a 60% stake in Xer Sweden to RVN, receiving newly issued shares in RVN as consideration. The agreed purchase price for the Xer shares is SEK 90 million, equivalent to SEK 15 per share, while RVN is valued at SEK 27.81 million (SEK 4.40 per share). These valuations were reached following arm’s length commercial negotiations.

Xer Sweden currently owns 100% of Xer Technologies AG, which is engaged in developing advanced heavy-duty long-range drones with applications in both the commercial and defense industries. RVN, an investment holding company listed on Spotlight, focuses on acquiring stakes in private companies that plan to go public within two years.

The transaction will see RVN undertake a private placement of approximately SEK 40 million to fund the enlarged group’s growth. Additionally, RVN will acquire the remaining shares of Xer Sweden from Monarch Marine Holding Ltd., consolidating full ownership of Xer Sweden.

As part of the deal, all outstanding shareholder loans owed by Xer Group to Rex will be converted into equity in Xer Sweden before completion. These new equity shares in Xer Sweden will then be acquired by RVN, with RTI subscribing for newly issued RVN shares in exchange for the extinguished loans. Upon completion, Rex will hold about 50.4% of the expanded RVN entity, maintaining a controlling interest.

According to John d’Abo, Executive Chairman of Rex, the partnership with RVN—whose shareholders have a strong history in reverse takeovers and the defense sector—will allow Xer to leverage Swedish and European capital markets. This access to capital is expected to fuel Xer’s growth in the rapidly expanding drone sector and enable it to secure new debt financing independently from Rex International Group.

The listing is anticipated to allow Rex to redeploy resources towards its core energy businesses, while also realizing shareholder value through its majority stake in the soon-to-be-listed Xer AB.

Key Points for Shareholders and Potential Market Impact

• Material Event: The planned reverse takeover and listing in Sweden is a significant corporate action, potentially unlocking substantial value for Rex International shareholders. The increased visibility and market access for Xer Sweden could catalyze growth and provide an uplift in group valuation.
• Majority Stake Retained: Post-transaction, Rex will retain a controlling interest in Xer AB, ensuring continued upside participation in Xer’s growth as a listed entity.
• Strategic Realignment: The move is in line with Rex’s strategy to focus on its core energy business, while allowing its technology investments to secure independent funding and market presence.
• Uncertainty Remains: The transaction is subject to several conditions and approvals, including regulatory consents from SGX-ST, Spotlight, and both companies’ shareholders. Completion is not guaranteed.
• Potential Share Price Impact: The announcement could be price-sensitive, as it represents a material reorganization and value realization event for Rex International.

Next Steps and Cautions

Rex International is currently consulting with the Singapore Exchange and other relevant parties. Shareholders and investors are advised to await further announcements regarding regulatory approvals, satisfaction of conditions, and transaction completion.

The company strongly urges shareholders and potential investors to exercise caution when dealing in Rex securities until further details are released. They should consult with professional advisers if in doubt about the implications of this transaction.

About Rex International Holding

Rex International Holding Limited is a multinational oil exploration and production company listed on the Singapore Exchange Mainboard, with interests in Norway, Germany, Oman, and Benin. The group uses proprietary technology for exploration risk reduction and has achieved significant offshore discoveries since its listing in 2013.

Disclaimer: This article contains forward-looking statements based on current assumptions and estimates, which are subject to change and involve risks and uncertainties outside the company’s control. Actual results may differ materially from those expressed or implied. Investors should not place undue reliance on these statements and are urged to seek professional advice before making investment decisions.

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