AcroMeta Group Announces Major Disposal of Subsidiary, Acro Harvest Engineering Pte. Ltd.

Key Highlights of the Announcement

• Binding Term Sheet Signed: AcroMeta Group Limited (“Company”) has entered into a binding term sheet on 5 February 2026 for the proposed sale of 100% of its wholly-owned subsidiary, Acro Harvest Engineering Pte. Ltd. (“ACH”), to Malaysian businessman Mr Lo Kim Fung and/or his nominees.
• Transaction Value and Structure: The proposed consideration is S\$1,425,000 in cash, subject to a true-up adjustment based on the adjusted net tangible asset value (NTA) of ACH at completion. The adjustment ensures the final price reflects ACH’s financial position at completion, excluding certain items like assigned receivables, investment property, and intercompany balances.
• Deposit: Upon satisfactory completion of due diligence and execution of the sale and purchase agreement (SPA), the Buyer will pay a deposit of S\$150,000, offset against the final consideration.
• Strategic Rationale: The disposal supports the Group’s ongoing strategic review, allowing business portfolio rationalisation and providing additional working capital for operations and new opportunities.
• Financial Impact: The net proceeds of S\$1,340,000 will be used for general working capital and investment opportunities. The disposal will result in a slight increase in the Group’s consolidated NTA per share, but a marginal increase in loss per share.
• Shareholder Approval Required: As the relative figure under Rule 1006(a) exceeds 50%, the transaction is classified as a “major transaction” under Rule 1014 of the SGX Listing Manual, requiring shareholder approval.
• No Conflicts of Interest: The Buyer is not related to any directors, controlling shareholders, or substantial shareholders of the Company.
• Completion Conditions: Includes assignment and extinguishing of intercompany receivables and payables, maintaining an Adjusted NTA of at least S\$1.0 million and cash minimum of S\$300,000, and no material adverse changes to business or key management.
• Timeline: Long-stop date for completion is 7 May 2026, with the SPA expected to be executed within one month from the due diligence period.

Details Investors Should Note

• Major Transaction Status: The disposal constitutes a significant divestment, with the net asset value of ACH representing approximately 74.64% of the Group’s net asset value. This is a sizeable reduction of the Group’s asset base and strategic repositioning.
• Conditionality and Risks: The transaction is subject to several key conditions precedent, including shareholder approval, satisfactory due diligence, audited accounts, regulatory and third-party consents, and maintaining key management continuity. There is no certainty of completion if these conditions are not met.
• Financial Effects:
  • After the disposal, the Group’s NTA per share remains unchanged at S\$0.87, but loss per share increases from S\$0.011 to S\$0.0113, reflecting the loss of the subsidiary’s contributions and potential disposal adjustments.
  • The net proceeds of S\$1.34 million will strengthen the Group’s liquidity for general working capital and investment purposes.
• Price Sensitivity: This is a price-sensitive transaction as it materially alters the Group’s financial structure, asset base, and future earnings profile. The requirement for shareholder approval and the major transaction classification may influence investor sentiment and share price volatility.
• No Impact on Directors or Substantial Shareholders: No directors or substantial shareholders have any interest in the transaction, and there are no proposed board changes arising from the disposal.

Important Terms & Timeline

• Due Diligence Period: Up to two weeks from the execution of the term sheet.
• SPA Execution: Within one month from completion of due diligence (or as mutually agreed).
• Completion and Long-stop Date: No later than 7 May 2026, subject to conditions precedent and regulatory requirements.

What’s Next for Shareholders?

1. Shareholder Approval: The Company will call for an EGM (Extraordinary General Meeting) for shareholders to vote on the proposed disposal due to its classification as a major transaction.
2. Further Announcements: The Company will make further disclosures as material developments arise, including upon signing the definitive SPA, outcome of due diligence, and receipt of shareholder approval.
3. Caution Advised: The Board advises shareholders and potential investors to exercise caution when trading in the Company’s shares given the conditional nature of the transaction and its potential impact on the Group’s operations and financials.

Conclusion

The proposed disposal of Acro Harvest Engineering Pte. Ltd. is a significant strategic move for AcroMeta Group Limited, with the potential to reshape the Group’s business focus, liquidity position, and risk profile. Investors should monitor upcoming announcements regarding the finalisation of the SPA, completion of conditions precedent, and the outcome of the shareholder vote. This transaction is likely to be price sensitive and could materially affect the share value of AcroMeta Group Limited.

Disclaimer: The information provided in this article is based on the official company announcement and is intended for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell shares in AcroMeta Group Limited. Investors should consult their own professional advisers and review all official disclosures before making any investment decisions.

View AcroMeta Historical chart here