Hatten Land Limited (Under Judicial Management) Announces Major Update on Proposed Acquisition of Metrocon Pte. Ltd.

Key Highlights

• Supplemental Deed Signed: Hatten Land Limited and LBD Engineering Pte. Ltd. (the Vendor) have entered into a Supplemental Deed on 9 March 2026, revising the terms of the Sale and Purchase Agreement (SPA) for the acquisition of Metrocon Pte. Ltd.
• Revised Acquisition Consideration: The consideration for 100% of Metrocon’s issued and paid-up share capital is now S\$28.0 million, a 17.6% to 30.0% discount to the independently assessed valuation range of S\$34 million to S\$40 million.
• Payment via Share Issuance: The entire consideration will be satisfied by issuing 89,395,721,785 new ordinary shares to the Vendor, which will result in the Vendor holding approximately 70% of the enlarged share capital of the Company post-transaction.
• Reverse Takeover (RTO): The transaction is classified as a “reverse takeover” under SGX Catalist Rules, as the consideration and number of shares issued represent more than 100% of the Company’s market capitalization and existing share base.

Details of the Acquisition and Amendments

• Valuation: The independent valuer, Navi Corporate Advisory Pte. Ltd., valued Metrocon at S\$34 million to S\$40 million as at 31 December 2025.
• Consideration Shares: 89,395,721,785 new shares will be allotted to the Vendor at an issue price of S\$0.000313 per share.
• Consideration Adjustment Mechanism Removed: The previous mechanism for adjusting consideration based on valuation has been deleted.
• Enlarged Share Capital: After the proposed transaction, the Vendor will hold 70%, Scheme Creditors will hold 14.5%, and Funders and existing shareholders will hold about 14%.

Financial Performance of Metrocon Pte. Ltd. (Target Company)

Note: 2025 figures are unaudited and subject to further review.

Significant Shareholder and Price-Sensitive Information

• Massive Share Dilution and Change in Control: Current shareholders will see their stake in Hatten Land diluted substantially, with the Vendor controlling 70% of the Company post-completion.
• Reverse Takeover and Compliance Requirements: The RTO status means the deal is subject to shareholder approval and SGX-ST’s listing and quotation notice. An EGM will be convened, and a circular will be sent to shareholders detailing the transaction.
• Share Consolidation Planned: To comply with SGX’s minimum issue price of S\$0.20 per share, a share consolidation is planned, though its effect is not yet reflected in the current numbers.
• Shares Under Suspension: Hatten Land’s shares have been suspended since 6 August 2024. Investors are strongly cautioned in dealing with the shares, given the pending completion and potential for further changes.

Illustrative Financial Effects for Shareholders

Net Tangible Assets (NTA) Per Share

Observation: NTA per share will drop drastically due to the massive increase in share base.

Earnings Per Share (EPS)

Observation: Although EPS turns positive post-acquisition, it remains extremely low due to the enlarged share base.

What Shareholders Should Watch

• Major Change in Ownership Structure: The Vendor will effectively control Hatten Land, with current shareholders’ influence significantly diluted.
• Reverse Takeover (RTO): This is a transformative transaction, subject to regulatory and shareholder approvals. The RTO could potentially lead to a re-rating of the stock once the suspension is lifted and if the new business demonstrates strong performance.
• Financial Effects: The large increase in share count will reduce per-share metrics such as NTA and EPS, which may affect share price post-completion unless Metrocon’s business performance improves further.
• Share Suspension: With shares still suspended, liquidity and trading opportunities remain restricted until further notice.
• Regulatory and Compliance Hurdles: The transaction’s completion is still subject to a host of approvals (including from shareholders and SGX-ST), finalisation of valuation, audits, and possibly further changes in terms.
• Upcoming EGM: Shareholders will have a direct say in approving the RTO at the upcoming extraordinary general meeting.
• Further Announcements: The Company will provide more details in the Circular and further SGXNet announcements as the process progresses.

Other Notable Points

• Service Agreements: No new service agreements with proposed directors or executives have been signed as of now; details will be provided before completion.
• Regulatory Compliance: The Company confirms compliance with all governing laws, regulations, and its constitution regarding the proposed acquisition.
• Document Inspection: The SPA and Supplemental Deed are available for inspection at the Company’s registered office for three months from the date of announcement.

Conclusion

The proposed acquisition of Metrocon Pte. Ltd. by Hatten Land Limited, with the substantial discount to valuation, the massive share issuance, and the resulting reverse takeover, is a highly significant and price-sensitive development for investors. It will fundamentally alter the Company’s ownership, business focus, and financial structure. Shareholders and potential investors should closely monitor subsequent announcements, review the upcoming Circular, and participate in the EGM to make informed decisions.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Shareholders and investors are strongly advised to consult their professional advisers and to review all official Company disclosures before taking any action relating to Hatten Land Limited. All figures and statements herein are based on the latest available information as of the date of the original announcement and may be subject to change.

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