SHS Holdings Announces S\$9.4 Million Share Swap and Divestment: Major Restructuring to Unlock Value for Shareholders

Key Highlights of the SHS Holdings–Globalfund Capital Transaction

• SHS Holdings Ltd to divest its 14.48% stake in Globalfund Capital Pte. Ltd. (GFC) in exchange for liquid, listed shares in SED Energy Holdings PLC (“Seabird”).
• The deal is valued at approximately S\$9.42 million, with a book gain of nearly S\$5 million.
• This transaction is classified as a “Disclosable Transaction” under SGX rules, but does not require shareholder approval.
• The move significantly increases SHS Holdings’ net tangible assets per share and streamlines its investment portfolio.
• No new shares of SHS Holdings will be issued; the transaction is entirely non-cash and will not dilute existing shareholders.
• Proceeds to be used for strengthening the balance sheet and enhancing financial flexibility.

In-depth Details of the Transaction

On 11 September 2025, SHS Holdings Ltd. announced a significant restructuring: it has entered into a share buyback agreement with Globalfund Capital Pte. Ltd. (GFC), where it will divest its 14.48% stake (1,815,663 ordinary shares) in GFC. In return, SHS will receive 8,043,373 ordinary shares in SED Energy Holdings PLC (“Seabird”), a company listed on the Euronext Oslo Børs and incorporated in Cyprus. The Seabird shares represent approximately 1.11% of Seabird’s total issued capital.

In addition to the share swap, SHS will make a payment of S\$17,615.04 to GFC, representing its proportionate share of certain agreed expenses. All in, the estimated transaction costs (including legal fees, stamp duties, and related expenses) will total S\$35,615.04, paid from internal resources.

Buyer and Asset Background

• Globalfund Capital Pte. Ltd. (GFC): An investment holding company, previously part-owned by SHS Holdings, with its main asset being its Seabird shareholding.
• Seabird: A Cyprus-based, Oslo-listed holding company focused on the energy sector, especially oil and gas, with activities spanning marine seismic data acquisition and tender-assisted drilling rigs.

Financial Impact and Rationale

• Valuation: The consideration is based on Seabird’s share price of NOK 9.08 (approx. S\$1.17 per share as of 10 September 2025), valuing the swap at S\$9.42 million.
• Book Value and Gain: The book value of SHS’s GFC stake is S\$4.427 million. The transaction will generate an accounting book gain of approximately S\$4.997 million for SHS Holdings.
• NTA Impact: NTA per share is projected to rise from S\$0.2294 to S\$0.2376 post-transaction, a notable uplift for shareholders.
• No EPS Impact: The transaction will not affect earnings per share, as there are no profits attributable to the GFC stake.

Strategic Rationale

• Unlocks value from an illiquid, private investment (GFC) and converts it into liquid, listed shares (Seabird).
• Simplifies and strengthens SHS Holdings’ investment portfolio, enhancing financial flexibility and capacity for further investments.
• Non-core asset divestment aligns with SHS Holdings’ ongoing strategy to focus on core businesses in engineering, construction, corrosion prevention, solar energy, and aluminium manufacturing/recycling.
• No change in control or dilution, as no new SHS shares are issued.

Terms and Conditions

Completion is subject to several conditions, including the accuracy of representations, regulatory approvals in Singapore, Cyprus, and Norway, and GFC shareholder approval (excluding SHS’s voting rights). The costs of the transaction, including GFC’s legal and administrative fees, will be borne by SHS Holdings, capped at S\$18,000 for legal fees plus disbursements and GST.

Important Shareholder Information and Potential Price Sensitivity

• Valuation Uplift: The transaction provides a clear and immediate boost to SHS Holdings’ net asset value, which may positively affect the company’s share price.
• Liquidity Improvement: SHS swaps an illiquid, private company stake for listed shares, offering future exit opportunities and greater flexibility.
• Balance Sheet Strengthening: The transaction enhances SHS’s financial metrics without increasing share count or dilution risk.
• Regulatory Caution: Completion is subject to conditions. Investors are advised to monitor for subsequent announcements, as any failure to meet conditions could impact the transaction’s outcome and share price.

Directors’ and Substantial Shareholders’ Interests

No directors or substantial shareholders have any direct or indirect interest in the transaction, except through their shareholdings in SHS Holdings. Notably, Independent Non-Executive Director Oong Wei Yuan, Ron, is a partner at Dentons Rodyk & Davidson LLP but has not participated in advising SHS on this transaction.

Next Steps and Inspection

A copy of the agreement is available for inspection at SHS Holdings’ registered office for three months from this announcement’s date.

Cautionary Note

Shareholders and potential investors are strongly advised to exercise caution when trading in SHS Holdings shares pending completion of this transaction, as it is subject to satisfaction of several conditions.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors are strongly encouraged to conduct their own due diligence and consult professional advisors before making any investment decisions. The information herein is based on the company’s announcements and public filings as of the date indicated and may be subject to change.

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