Anan International Acquires Majority Stake in French Renewable Energy Company: What Investors Need to Know

Key Highlights

• Strategic Acquisition: Anan International Limited, via its subsidiary Dyneff SAS, is set to acquire a 60% equity interest in FJB SAS, a French holding company owning 100% of Jean & Barthes SAS—an established player in electrical engineering, photovoltaic solar panels, and HVAC (heating, ventilation & air-conditioning) installation.
• Consideration and Structure: The acquisition is valued at up to EUR 1,161,400 (USD 1.36 million), comprising a fixed purchase price and a contingent earn-out based on EBITDA targets over three years.
• Growth in Renewables: The deal aligns with Dyneff Group’s expansion into the renewable energy sector, strengthening its position in the fast-growing photovoltaic and HVAC markets in France.
• Financial Impact: The deal is classified as a “disclosable transaction” under SGX rules, with the acquired business representing over 10% of group net profits for the latest reporting period.
• Funding: The acquisition will be fully funded via internal resources, with no equity dilution or new share issuance.
• Completion Conditions: The transaction is subject to extensive closing conditions, including management changes, legal and regulatory filings, financial performance hurdles, and other corporate actions.

Transaction Details

On 22 December 2025, Dyneff SAS, an indirect subsidiary of Anan International, entered into a share purchase agreement with FCB Sarl and HV2B SAS to acquire 60% of FJB SAS. FJB SAS wholly owns Jean & Barthes SAS, which specializes in the design, installation, and maintenance of electrical, solar, heating, and air-conditioning systems for a broad customer base in France.

The acquired company has an issued capital of EUR 432,200 and net tangible assets of EUR 416,288 as of March 2025. The book value stands at EUR 946,884.

Seller Information

FCB Sarl is transferring 40% and HV2B SAS 20% equity in the Target Company to Dyneff SAS, totaling 60%. Both sellers are independent third parties, ensuring no related party risks.

Strategic Rationale

The acquisition is a core part of Dyneff Group’s strategy to bolster its renewable energy portfolio, particularly in photovoltaic installations and HVAC services. This sector is anticipated to see robust growth in France and Europe.

Salient Terms and Conditions

• The closing is subject to a comprehensive set of conditions, including:
  • Resignation and replacement of key executives, with waivers of any claims against the company.
  • Waivers of change-of-control clauses from main financing banks.
  • Completion of share transfer formalities and required regulatory filings (K-bis extracts, shareholder registers, etc.).
  • Execution of new management contracts, each including a substantial non-compete clause for two years post-termination in the Occitanie region.
  • Completion of a new nine-year commercial lease for the company’s premises.
  • Proof of minimum EBITDA of EUR 111,000 for the operating company, subject to specific adjustments.
  • Release of existing share pledges and confirmation of debt positions.
  • Filing of a new trademark for the operating company’s logo.
• All conditions are interdependent; failure by any party to perform allows the other to withdraw without liability (but with right to claim damages).

Consideration Structure and Valuation

• Total Consideration: Up to EUR 1,161,400 (USD 1.36 million).
• Fixed Component: EUR 761,400 (USD 892,437) paid largely at closing, subject to post-closing adjustments for net cash, debt, and working capital.
• Earn-out Component: Up to EUR 400,000 (USD 468,840) contingent on future EBITDA performance over three years.
• Valuation Basis: 5-year business plan, customer base, market position, and standard M&A methodologies (EBITDA multiples, working capital adjustments, etc.).
• Funding: Fully from internal resources; no new shares will be issued.

Financial Effects and Relative Figures

• Relative Size: The transaction’s net profit contribution is 10.64% of group net profit for 1H 2025, and the consideration is 2.44% of market capitalization—classifying it as a “disclosable transaction” (not requiring shareholder approval but requiring prompt disclosure).
• Net Tangible Assets per Share: Minimal increase from 1.492 to 1.494 USD cents post-deal.
• Earnings Per Share Impact: Illustrative improvement in EPS from a loss of (0.025) to (0.023) USD cents per share, based on 2024 numbers.

Other Key Information for Shareholders

• No directors or substantial shareholders have any direct or indirect interest in the deal (apart from their shareholdings).
• No changes to the Board or service contracts are being made in connection with this transaction.
• The transaction agreement will be available for inspection at Anan’s Singapore office for three months.
• The Board takes full responsibility for the accuracy and completeness of disclosure.
• Investors are advised to exercise caution and seek professional advice when dealing in Anan International shares.

Potential Price-Sensitive Factors

• This transaction signals a strategic shift deeper into the renewable energy sector, which is likely to be viewed positively by the market given sector tailwinds.
• The performance-based earn-out aligns interests and ensures the acquisition will contribute to future group profits, potentially supporting the share price if targets are met.
• No equity dilution is involved, which is generally favorable for existing shareholders.
• The transaction size, while not triggering a “major transaction” threshold, is material enough to make a modest impact on group financials and strategic direction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Shareholders and potential investors should exercise caution and consult legal, financial, or tax professionals before making investment decisions related to Anan International Limited.

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