Hatten Land Limited Enters into Definitive Agreement for Reverse Takeover via Acquisition of Metrocon Pte. Ltd.

Summary of Announcement

Hatten Land Limited (under Judicial Management), a Singapore-incorporated company, has signed a definitive Sale and Purchase Agreement (SPA) on 21 November 2025 to acquire the entire issued and paid-up share capital of Metrocon Pte. Ltd. from LBD Engineering Pte. Ltd. This marks a significant development, as the transaction is expected to constitute a reverse takeover (RTO) under the Singapore Exchange Catalist Rules.

Key Points of the Proposed Acquisition

• Nature of Transaction: Acquisition of 100% of Metrocon Pte. Ltd., a general building contractor, for S\$24 million by way of issuance of new shares.
• Reverse Takeover: The deal qualifies as a reverse takeover under SGX Catalist Rule 1015, requiring shareholder approval and SGX clearance before completion.
• Company Status: Hatten Land’s shares have been suspended since 6 August 2024, and the company has been under judicial management since 14 August 2024. Efforts to stabilize the group and explore restructuring are ongoing.
• Rationale: The judicial managers believe the acquisition will allow Hatten Land to enter a new business area with growth potential and facilitate engagement with creditors for financial restructuring and share trading resumption.

Details on the Vendor and Target Company

• Vendor: LBD Engineering Pte. Ltd., a Singapore building contractor. The vendor owns all shares in Metrocon and has no direct or indirect interest in Hatten Land.
• Target Company: Metrocon Pte. Ltd. is engaged in general building construction, including piling and major upgrades. As of 30 September 2025, its unaudited net tangible asset value was S\$7.38 million.

Terms of the Sale and Purchase Agreement (SPA)

• Consideration: S\$24 million, subject to adjustment based on independent valuation. To be fully settled by issuing approximately 5.57 billion new Hatten Land shares, representing about 60% of the enlarged share capital post-transaction.
• Other Share Issuances: New shares will also be issued to creditors as part of a scheme of arrangement (approximately 20%), and to the funder for acquisition funding (approximately 20%). Potential further dilution may occur if additional shares are required to meet Catalist Rules on shareholding spread.
• Conditions Precedent:
  • Commencement of liquidation of Hatten MS Pte. Ltd. (a property development subsidiary)
  • Approval of the debt restructuring scheme by creditors and the High Court
  • Satisfactory due diligence on Metrocon
  • Valuation of Metrocon by an independent valuer
  • Regulatory approvals, including SGX and Securities Industry Council (Whitewash Waiver)
  • Shareholders’ approval at an EGM
  • Continued listing of Hatten Land on Catalist and continued judicial management status
  • No material adverse changes or ongoing litigation affecting the transaction
• Completion Timeline: The deal must be completed within 12 months from the SPA (or another mutually agreed date), or the agreement lapses.

Financial Information and Implications

• Metrocon Financials (as at 30 Sep 2025):
  • Revenue: S\$41.3 million (9M2025 unaudited)
  • Net profit after tax: S\$1.98 million (9M2025 unaudited)
  • Net tangible asset value: S\$7.38 million
• Pro Forma Effects on Hatten Land:
  • Net tangible asset per share drops from 1.19 cents (pre-transaction) to 0.06 cents (post-transaction)
  • Earnings per share improves from a loss of 0.58 cents to a profit of 0.40 cents (based on historical financials)
  • After the transaction, the enlarged group will primarily comprise Metrocon’s business
  • Significant dilution for existing shareholders due to the large number of new shares issued

Shareholder and Market Sensitivities

• High Price Sensitivity:
  • The transaction will result in a new controlling shareholder (the vendor), holding about 60% of the enlarged capital.
  • Significant dilution to existing shareholders.
  • Debt restructuring and liquidation of property development subsidiary are key to the transaction’s completion and future financial profile.
  • The transaction is subject to approval by creditors, shareholders, the High Court, and regulatory bodies, with no guarantee of completion.
  • The company’s shares remain suspended, and trading resumption depends on successful completion and regulatory compliance.
  • Rejection by any major stakeholders, negative due diligence findings, or regulatory issues could derail the deal and further affect shareholder value.

Next Steps and Documentation

• An Extraordinary General Meeting (EGM) will be convened for shareholder approval.
• A detailed circular, including the independent valuation, financial adviser’s opinion, and full terms, will be sent to shareholders.
• The SPA is available for inspection at the company’s registered office for three months from the announcement date.

Conclusion

This proposed acquisition and reverse takeover represent a major pivot in Hatten Land Limited’s business direction, management structure, and shareholder base. It offers the potential for renewed growth and trading resumption, but carries risks of significant dilution and conditionality on multiple approvals and successful implementation of the restructuring plan. Shareholders and potential investors should closely monitor further announcements and consider the substantial changes and risks involved.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to sell or a solicitation of an offer to buy any securities. The transaction described is subject to multiple conditions and regulatory, creditor, and shareholder approvals. Shareholders and investors should review all company announcements and seek professional advice before making any investment decisions. The company’s shares remain under suspension pending further developments.

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