Hatten Land Limited (Under Judicial Management) Unveils Reverse Takeover via Acquisition of Metrocon Pte. Ltd.

Key Developments and Investor Implications

Date of Announcement: 21 November 2025
Company Status: Under Judicial Management, Shares Suspended since 6 August 2024

Summary of the Proposed Acquisition

• Transaction Type: Hatten Land Limited has entered into a Sale and Purchase Agreement (SPA) to acquire 100% of Metrocon Pte. Ltd. from LBD Engineering Pte. Ltd.
• Transaction Value: S\$24 million, subject to independent valuation. The consideration will be satisfied by issuing 5,571,369,684 new Hatten Land shares to the Vendor, amounting to approximately 60% of the enlarged share capital after accounting for shares allotted to creditors and funders.
• Nature of Acquisition: This is a reverse takeover (RTO) under SGX Catalist Rule 1015, which will result in a significant change in the Company’s business and shareholding structure.
• Advisers: RHT Capital Pte. Ltd. (financial adviser & sponsor), Navi Corporate Advisory Pte. Ltd. (independent valuer).

Details on Vendor and Target Company

• Vendor: LBD Engineering Pte. Ltd., a Singapore-incorporated building contractor, currently owns all shares in Metrocon Pte. Ltd. The Vendor has no prior shareholding or directorships in Hatten Land.
• Metrocon Pte. Ltd.: Exempt private company in Singapore, focused on general building construction, including piling and major upgrading works.

Strategic Rationale and Shareholder Impact

• The Judicial Managers have been seeking to stabilise Hatten Land’s financial position and explore strategic investments for restructuring and resumption of trading.
• The acquisition of Metrocon is seen as a move into a growth sector, enhancing future prospects and enabling engagement with creditors for financial reorganisation.
• On 31 October 2025, creditors approved the Judicial Managers to proceed with the definitive agreement and to liquidate Hatten MS Pte. Ltd., the property development subsidiary.
• Shareholders should note:
  • The transaction could significantly dilute existing shareholdings, as the Vendor will hold 60%, creditors 20%, and funders 20% of the enlarged share capital post-acquisition.
  • The share consolidation is planned to ensure compliance with SGX minimum issue price of S\$0.20 per share, which may affect share trading dynamics.
  • Compliance Placement Shares may be issued to meet SGX listing requirements, further affecting the shareholding structure.

Principal Terms and Conditions

• Completion Requirements: A comprehensive list of conditions precedent, including liquidation of Hatten MS Pte. Ltd., court-sanctioned creditor scheme, satisfactory due diligence, independent valuation, regulatory and shareholder approvals, and continued judicial management status.
• If conditions are not met within 12 months, SPA lapses with no further obligations.
• Expenses: Each party bears its own costs except the Vendor, who pays professional fees and stamp duty for share transfer.

Metrocon Pte. Ltd. Financials (Key Data)

• As at 30 September 2025 (Unaudited):
  • Net Tangible Asset Value: S\$7.38 million
  • 9M2025 Revenue: S\$41.3 million; Net Profit: S\$1.98 million
  • FY2023: Net Loss S\$5.77 million; FY2024: Net Profit S\$0.74 million
  • Significant turnaround in financial performance in 2024 and 2025, indicating improving business prospects.

Pro Forma Financial Effects and Shareholder Value Implications

• Relative Figures (Catalist Rule 1006):
  • Consideration vs. Market Capitalisation: 300%
  • Shares Issued vs. Existing Shares: 300%
  • Net Profit Comparison: -12.6% (Metrocon’s profit vs. Hatten Land’s loss)
  • These figures far exceed the 100% threshold, confirming the acquisition as a reverse takeover with major implications for the Company’s future.
• Illustrative NTA and EPS Impact:
  • NTA per Share: Drops from 1.19 cents to 0.06 cents after the acquisition, reflecting heavy dilution.
  • EPS: Improves from a loss of 0.58 cents to a profit of 0.40 cents per share, suggesting a turnaround in profitability post-acquisition.
  • Note: Pro forma financials exclude reverse takeover accounting impacts, which could materially affect actual results.

Further Steps and Shareholder Action

• An Extraordinary General Meeting (EGM) will be convened for shareholder approval of the reverse takeover and related transactions.
• A detailed circular, including the independent valuation, financial adviser’s opinion, and other relevant information, will be sent to shareholders.
• The SPA is available for inspection at the Company’s registered office for three months from announcement date.
• The Company will provide further updates via SGXNet and its corporate website.

Important Risks and Price-Sensitive Factors for Shareholders

• Major Dilution: Existing shareholders’ stakes will be significantly reduced as new shares are issued to the Vendor, creditors, and funders.
• Restructuring Uncertainties: Completion of the deal depends on multiple regulatory, legal, and business conditions, with no guarantee of successful completion.
• Potential for Share Price Movement: The RTO, business shift, and potential financial turnaround may present upside, but heavy dilution and restructuring risks could pressure share values.
• Trading Suspension: Hatten Land shares remain suspended. Investors must monitor developments closely and await SGX’s decision on resumption of trading.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or an offer to buy or sell securities. Investors are advised to carefully review all official Company announcements, consult professional advisers, and consider their own investment objectives and risk tolerance. The completion of the Proposed Acquisition is subject to numerous conditions and uncertainties; actual outcomes may differ materially from those described herein.

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