H2G Green Limited Completes Strategic Acquisition of T T J Greenfuel Pte. Ltd. – Key Details and Shareholder Implications

Summary of the Announcement

• H2G Green Limited (“the Company”) has completed the acquisition of 100% of the issued and paid-up shares in T T J Greenfuel Pte. Ltd. (“TTJGF”) through its 50.10%-owned subsidiary, Green Energy Investment Holding Private Limited (“GEIH”).
• This acquisition was conducted via a Sale and Purchase Agreement (“SPA”) with T T J Holdings Limited (“the Vendor”), which has undergone several amendments to adjust payment schedules and guarantee structures.
• The completion date for the acquisition was 27 February 2026, making TTJGF a wholly-owned subsidiary of GEIH and, by extension, a significant part of the Group’s green energy portfolio.

Key Details and Developments

Revised Payment Schedule and Early Repayment Option

• The original SPA required payment of the Balance Consideration over 4 years. This has been revised to a 3-year instalment plan, following a Variation Letter signed on 27 February 2026.
• GEIH now has an Early Repayment Option, allowing it to fully repay the outstanding Balance Consideration (including accrued interest) at any time after 12 months from the completion date.
• These changes represent material amendments to the transaction terms previously approved by shareholders at the EGM held on 25 April 2024. As such, H2G Green Limited will convene another EGM to seek shareholder approval for these new terms.

Proportionate Corporate Guarantee Structure

• Originally, the Company was to provide a 100% corporate guarantee for the Balance Consideration. After further discussions, it was agreed that the guarantee would be shared proportionally between H2G Green Limited (50.1%) and RD Property Holdings Pte. Ltd. (“RD”, 49.9%), based on their respective shareholdings in GEIH.
• The Company and RD have each provided this Proportionate Corporate Guarantee as of 27 February 2026, with H2G Green Limited’s liability capped at S\$6,262,917.
• This guarantee structure is a material change but the Company asserts it is not detrimental to shareholder interests, and falls under an exemption (Rule 916(3) of the Catalist Rules), so no shareholder approval is required for this guarantee.

Interested Person Transactions and Regulatory Implications

• The transaction involves “interested persons” as defined under Chapter 9 of the Catalist Rules, due to overlapping significant shareholdings and joint venture interests involving Lippo Capital, RD, and GEIH.
• The Company’s maximum liability under the Proportionate Corporate Guarantee represents 26.04% of its latest audited consolidated net tangible assets (NTA) as of 31 March 2025 (S\$24,049,877).
• Other interested person transactions for FY2026 include convertible loans, buyout share purchases, and shareholder loan conversions, each significant in context of the Group’s NTA.
• Even though the transaction size is substantial, the guarantee falls under a specific regulatory exemption for joint ventures, so shareholder approval is not required for this aspect.

Implications for Shareholders and Potential Price-Sensitive Aspects

• Material Change Requiring EGM: The revised payment schedule and early repayment option are significant changes to the original acquisition terms. Shareholder approval will be sought via an EGM – this is a key event that could influence investor sentiment and share price.
• Substantial Guarantee Liability: The Company’s contingent liability, at over 26% of its NTA, is material. While the Board and Audit Committee believe the terms are fair and not prejudicial to minority shareholders, investors should note the potential financial impact if the guarantee is called.
• Strengthened Green Energy Portfolio: Completion of the TTJGF acquisition positions H2G Green Limited more strongly in the green energy sector, which may enhance long-term value and growth prospects.
• Regulatory Compliance and Transparency: The Company has detailed its compliance with Catalist Rules and will make further announcements as developments occur. All related documents are available for inspection at the registered office for three months.
• Cautionary Note: The Company advises shareholders and potential investors to exercise caution in trading H2G Green Limited shares until the EGM and further updates are provided.

Documents and Further Announcements

• Copies of the Variation Letter and Proportionate Corporate Guarantee are available for inspection at the Company’s registered office (39 Kaki Bukit Place, Eunos Techpark, Singapore 416217) for three months from this announcement.
• The Company will issue further announcements as warranted by subsequent developments.

Conclusion

The completion of the TTJGF acquisition, revision of payment terms, and introduction of a proportionate corporate guarantee structure represent significant corporate actions for H2G Green Limited. These developments introduce both opportunities and financial commitments that may impact the Company’s risk profile and share value. Shareholders are strongly encouraged to monitor further announcements and to participate in the upcoming EGM to ensure their interests are represented.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should consult their stockbrokers, bank managers, solicitors, or other professional advisers regarding any matters discussed herein. The Company has advised caution in dealing in its shares until further clarity is provided.

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