Reclaims Global Limited Announces Completion of Significant Property Acquisition

Key Points of the Announcement

• Acquisition Completed: Reclaims Global Limited has completed its acquisition of 100% of Lasidon Holdings Pte Ltd, which holds a freehold commercial property in Singapore.
• Purchase Consideration Adjusted: The final estimated purchase consideration was adjusted down from S\$38,000,000 to S\$35,121,985 based on unaudited accounts provided prior to completion.
• Shareholder Loan Assignment: The Company entered into an Assignment Agreement to acquire a shareholder loan of S\$3,455,991 from the Vendor, ensuring the Target is debt-free at completion.
• Transaction Classification: The acquisition is classified as a “discloseable transaction” under SGX Catalist Rules. Shareholder approval is not required unless final adjustments push the value above the threshold for a “major transaction”.
• Potential for Further Adjustment: Final completion accounts will be prepared within 45 days post-completion, which may lead to further payment adjustments between the Company and Vendor.
• Loss-Making Asset: Lasidon Holdings Pte Ltd is a loss-making asset, with a net loss of S\$180,000 for the six months ended 31 July 2025, compared to the Group’s net profit of S\$2,880,000.
• Inspection Opportunities: Shareholders may inspect the Assignment Agreement and related documents at the Company’s registered address for three months, by prior arrangement.

Details of the Transaction

Reclaims Global Limited (“the Company”) has completed the acquisition of Lasidon Holdings Pte Ltd (“the Target”), which holds a valuable freehold commercial property in Singapore. The acquisition was made from Sky Property Pte Ltd (“the Vendor”), following the signing of a Share Purchase Agreement (SPA) and the fulfillment of all conditions precedent.

Purchase Structure

• Initial Payments included Nomination Payment, Initial Deposit Reimbursement, and SPA Deposit totaling S\$1,552,000.
• The purchase price was based on the Target’s adjusted net asset value (NAV) at completion, less initial payments.
• Final purchase price is S\$35,121,985, following delivery of unaudited completion accounts.
• The Company also acquired S\$3,455,991 in shareholder loan receivables from the Vendor, ensuring the Target is debt-free.

Material Impact and Shareholder Considerations

• Relative Figures: The transaction value represents 68.1% of the Company’s market capitalisation, categorizing it as a “discloseable transaction” under SGX Catalist Rule 1006(c). If post-completion adjustments push the figure above 75%, shareholder approval will be required.
• Loss-Making Asset: The acquired asset is loss-making; Lasidon Holdings reported a net loss of S\$180,000 versus the Group’s net profit of S\$2,880,000 for the relevant period. This could have a short-term impact on consolidated earnings and may be price sensitive.
• No Share Issuance: The acquisition is fully cash-based; no new shares will be issued as consideration.
• Further Adjustments Possible: Within 45 days after completion, final accounts will be prepared, possibly resulting in additional payments between the parties depending on the final NAV. This introduces some uncertainty about final transaction value.

Potential Price Sensitivity

The acquisition’s value relative to market capitalization, the loss-making nature of the asset, and the possibility of further payment adjustments are all factors that may impact investor sentiment and share price. The Company will monitor the final NAV closely and will convene a shareholder meeting if required by SGX rules.

Shareholders should note that, while the acquisition increases the Group’s asset base and presence in Singapore’s commercial property sector, it also introduces a loss-making entity into the portfolio. This may affect near-term earnings and should be considered when evaluating the Company’s future prospects.

Document Inspection

Shareholders wishing to inspect the Assignment Agreement and related documents can do so at the Company’s registered address for three months, by prior email arrangement.

Conclusion

Reclaims Global Limited’s completion of this acquisition marks a significant expansion but is accompanied by short-term earnings dilution and potential for further adjustment. Investors should monitor subsequent announcements regarding the final NAV and any implications for shareholder approval or additional payments.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information presented is based on company announcements and may be subject to change.

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