Key Highlights of the Proposed Acquisition

• Hatten Land Limited (under judicial management) has entered into a Sale and Purchase Agreement (“SPA”) to acquire the entire issued and paid-up share capital of Metrocon Pte. Ltd. from LBD Engineering Pte. Ltd.
• The proposed acquisition is expected to constitute a reverse takeover (“RTO Listing”) under Rule 1015 of the Catalist Rules of the Singapore Exchange (SGX-ST).
• RHT Capital Pte. Ltd. has been appointed as financial adviser and sponsor for the RTO Listing.
• This move follows efforts by judicial managers to stabilise Hatten Land’s financial position and explore restructuring and investment opportunities.

Details of the Vendor and Target Company

• LBD Engineering Pte. Ltd. is the vendor, a building contractor in Singapore, and currently owns 100% of Metrocon Pte. Ltd.
• Metrocon Pte. Ltd. is an exempt private company in Singapore, primarily engaged in general building construction, including piling and major upgrading works.
• The vendor and its directors/shareholders have no shares, nor any direct or indirect interest, in Hatten Land Limited.
• The vendor is not considered an “interested person” under the Catalist Rules.

Strategic Rationale and Shareholder Impact

• Hatten Land’s shares have been suspended since 6 August 2024, and the company has been under judicial management since 14 August 2024.
• The proposed acquisition aims to allow Hatten Land to enter a new business area with growth potential, and facilitate restructuring and resumption of share trading.
• On 31 October 2025, creditors approved the judicial managers to proceed with the acquisition and to liquidate the company’s subsidiary, Hatten MS Pte. Ltd.

Principal Terms of the SPA

• Purchase Price: S\$24 million, to be satisfied by issuing 5,571,369,684 new ordinary shares to the vendor, representing approximately 60% of the enlarged share capital post-transaction.
• Consideration may be adjusted based on an independent valuation by Navi Corporate Advisory Pte. Ltd.
• Additional shares will be issued to scheme creditors (20%), funder (for acquisition funding; 20%), and potentially further diluted to meet Catalist Rules’ shareholding spread requirements.
• The completion is subject to several conditions precedent, including liquidation of Hatten MS Pte. Ltd., creditor approval of the restructuring scheme, satisfactory due diligence, regulatory approvals (SGX-ST, Securities Industry Council “Whitewash Waiver”), and continued judicial management.
• If these conditions are not met within 12 months (“Long-Stop Date”), the SPA will lapse.

Metrocon Financials: What Investors Should Note

• As at 30 September 2025: Unaudited book value and net tangible asset value: S\$7.38 million.
• Recent Performance:
  • Revenue: S\$23.58m (FY2023), S\$36.47m (FY2024), S\$41.32m (9M2025)
  • Net profit/(loss): -S\$5.77m (FY2023), S\$741k (FY2024), S\$1.98m (9M2025)
  • Net assets/(liabilities): -S\$12.84m (FY2023), S\$5.4m (FY2024), S\$7.38m (9M2025)
• Financial information for 9M2025 is unaudited and subject to review.

Reverse Takeover and Shareholder Implications

• Relative figures under Catalist Rule 1006 (c) and (d) are both 300%, far exceeding the 100% threshold, confirming this as a reverse takeover.
• Shareholders will face significant dilution: The enlarged share capital post-acquisition will see the vendor holding 60%, creditors 20%, and funder/existing shareholders 20% (subject to further dilution for compliance placement).
• Post-acquisition, Hatten Land’s business will primarily consist of Metrocon’s construction activities.
• The company intends to change its financial year end to 31 December to align with Metrocon.

Illustrative Financial Effects

• Net Tangible Asset (NTA) per Share:
  • Before: S\$0.0119
  • After: S\$0.0006
  • Significant drop due to dilution and restructuring.
• Earnings per Share (EPS):
  • Before: Loss of S\$0.0058 per share
  • After: Profit of S\$0.0040 per share
  • Turnaround in earnings due to the acquisition, but the EPS is based on illustrative and non-final numbers.

Other Notable Points for Investors

• No directors or controlling shareholders of Hatten Land have any interest in the acquisition (other than through existing shareholdings).
• No service agreements have yet been entered with new directors or executives, but these will be outlined before completion.
• A Circular containing full details, the Valuer’s report, and the IFA’s opinion will be sent to shareholders ahead of the required EGM.
• The SPA is available for inspection at the company’s registered office for three months.
• The acquisition is subject to multiple conditions and regulatory approvals, and there is no assurance that it will be completed or that the terms will remain unchanged.
• Shares remain suspended since August 2024, and trading will resume only after restructuring and SGX-ST approval.

Potential Price Sensitive Issues

• The acquisition may herald a new direction for Hatten Land, transforming it into a construction-driven business.
• Major shareholding changes and dilution: Existing shareholders will be significantly diluted; the vendor will control the majority stake post-acquisition.
• The deal’s completion is not certain and depends on many conditions, including regulatory and creditor approvals.
• Financial turnaround: The move from losses to potential profitability post-acquisition (as per pro forma numbers) could positively impact share value upon completion and lifting of the trading suspension.
• Risk warning: If the acquisition fails, the company remains under judicial management with suspended shares, which could negatively affect share value and investor confidence.

Next Steps for Shareholders

• Watch for the Circular and EGM notice for more detailed information and the opportunity to vote on the acquisition.
• Monitor further SGXNet and company announcements for updates on conditions precedent, regulatory approvals, and completion progress.

Disclaimer: This article is based on official announcements by Hatten Land Limited and may contain forward-looking statements and illustrative financial data. The proposed acquisition is subject to multiple regulatory, creditor, and shareholder approvals, and there is no assurance that it will be completed as described. Investors should consult their professional advisors and consider all risks before making investment decisions. The information herein does not constitute investment advice or an offer to buy or sell securities.

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