Heptamax International Limited Announces Disposal of Subsidiary: Key Details for Investors

Overview

Heptamax International Limited (“Heptamax” or the “Company”), together with its subsidiaries (the “Group”), has announced the disposal of its entire interest in Prisma Technologies Pte. Ltd. (“Prisma Technologies” or the “Subsidiary”). The sale was formalized on 17 November 2025 through a Sale and Purchase Agreement (SPA) with Processor IT Consultancy LLP (“Purchaser”), an independent third party based in India.

Key Points of the Disposal

• Transaction Summary: Heptamax is selling all 50,100 ordinary shares it holds in Prisma Technologies, representing 50.1% of the subsidiary’s issued and paid-up share capital.
• Consideration: The sale price is S\$5.00, to be paid in cash. This nominal value was decided after arm’s length negotiations and reflects the net liability value of the subsidiary, which is S\$9,173 for Heptamax’s 50.1% stake as per audited financial statements for the year ended 31 December 2024.
• Business Impact: Upon completion, Prisma Technologies will cease to be a subsidiary of Heptamax. The disposal is classified as a “Non-discloseable Transaction” under SGX-ST Listing Manual Chapter 10, as the relative figures are below the 5% threshold.
• Purchaser Profile: Processor IT Consultancy LLP is a limited liability partnership established in India, specializing in IT consulting services and solutions. The Purchaser is not related to Heptamax’s directors, substantial shareholders, or controlling shareholders.

Rationale Behind the Disposal

• Non-Core Asset: Prisma Technologies has not contributed revenue or had business operations since July 2022 and is considered non-core and not a principal subsidiary.
• Streamlining Operations: The disposal is part of the Group’s ongoing efforts to streamline corporate structure and reduce administrative and compliance costs related to maintaining inactive entities.
• Financial Impact: The transaction is not expected to materially affect the Group’s net tangible assets or earnings per share for the financial year ending 31 December 2025.
• Alignment with Strategy: The disposal allows Heptamax to focus on growth drivers with greater potential, enhancing shareholder value as the Group pivots to new business directions approved at the EGM held on 13 August 2025.
• Joint Venture Partner’s Strategic Shift: The Group’s former JV partner, Prisma AI Corporation Pte. Ltd., has shifted business direction, which no longer aligns with Heptamax’s strategic priorities.

Shareholder Information and Price Sensitivity

• Materiality: The financial impact is minimal, as the disposed subsidiary carried a net liability. The transaction is unlikely to have a direct material effect on the Group’s share price or financial position.
• Administrative Cost Savings: While not directly price sensitive, the reduction in ongoing costs may be seen positively by investors looking for greater operational efficiency.
• No Related Party Interests: None of the Company’s directors, controlling shareholders, or substantial shareholders (nor their associates) has any direct or indirect interest in the transaction except through their existing shareholdings.
• Inspection of Documents: Shareholders may inspect the SPA at the Company’s registered office for three months from the date of announcement by arranging a visit through email.
• Further Announcements: The Company will provide updates if there are further developments related to the disposal.

Potential Impact on Share Price

Investor Note: The disposal of Prisma Technologies is a strategic step to streamline operations and focus on core business growth. Although the transaction itself is not material and unlikely to move the share price significantly on its own, the divestment of a non-performing and non-core asset may be perceived positively by shareholders and analysts who value operational efficiency and focus on Group profitability. The market’s response may also depend on future announcements regarding new business initiatives approved at the recent EGM.

Disclaimer

This article is provided for informational purposes only and should not be construed as investment advice. Investors are encouraged to review all announcements by Heptamax International Limited and consult with professional advisers before making investment decisions. The information is based on the latest available company announcement and may be subject to change.

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