Ascent Bridge Limited Announces Sale of MTBL Cultural Centre Pte. Ltd. – Potential Portfolio Shift and Cash Infusion

Key Points of the Transaction

• Sale Agreement Signed: Ascent Bridge Limited (“Company”) has announced that its wholly owned subsidiary, MTBL Global Pte. Ltd., entered into a Sale and Purchase Agreement (“SPA”) on 2 April 2026 to dispose of 100% equity in MTBL Cultural Centre Pte. Ltd. (“MTBL CC”) to Nyonya Heritage Pte. Ltd. for a consideration of S\$59,532.92.
• Initial Payment Received: As of the announcement, Nyonya Heritage has already paid S\$100,000 to MTBL Global, comprising Earnest Money and an Initial Payment, both applied toward the Purchase Consideration and Inventory Consideration.
• Disclosable Transaction: The disposal is categorised as a “Disclosable Transaction” under SGX Mainboard Rules, as the relative figure for net profits exceeds 5% but is less than 20%.

Details About MTBL Cultural Centre Pte. Ltd.

• Business Activities: MTBL CC is engaged in the wholesale of alcoholic beverages.
• Financials: As at 30 September 2025, MTBL CC had a book value and net tangible asset (NTA) value of approximately negative S\$4.76 million. After capitalisation of an intercompany loan of S\$4.82 million, the adjusted NTA is S\$58,000.
• Performance: The subsidiary recorded a net loss of approximately S\$399,000 for the six months ended 30 September 2025.
• No Valuation: No independent valuation was conducted due to the loss-making and net liability position of MTBL CC.

Transaction Structure and Conditions

• Purchase Consideration: The S\$59,532.92 consideration primarily represents the rental deposit for MTBL CC’s premises, reflecting the limited realisable value of its assets.
• Inventory Consideration: Nyonya Heritage is committed to purchasing inventory (Moutai Bulao 125ml products) for S\$255,350.31, including an Initial Payment of S\$75,000.
• Completion: Completion is conditional on due diligence, Board approval, execution of a distribution agreement, and the absence of adverse regulatory actions. The remaining 70% of shares will be transferred upon payment of S\$65,000 (further Inventory Consideration).
• Earnest Money and Breach Terms: If completion does not occur by 31 May 2026, the SPA will terminate, but Nyonya Heritage must still pay the Purchase and Inventory Consideration, and MTBL Global retains all sums paid. Specific provisions apply in the event of breach by either party.
• Deferred Payment: Nyonya Heritage must pay the balance of Inventory Consideration (S\$149,883.23) within nine months of Completion, or MTBL Global may reclaim the shares for nominal consideration.

Rationale for Disposal

• Cash Generation: The Group expects to generate cash flow for operational use.
• Portfolio Optimisation: Enables the Group to focus on growth drivers, enhancing shareholder value.
• Risk Reduction: Reduces exposure to operational and rental commitments linked to MTBL CC.
• Continued Product Sales: The new distribution arrangement allows ongoing benefits from product sales without direct management involvement.

Use of Proceeds

• Working Capital: Proceeds will be used for general working capital purposes, including overheads and other operating expenses.

Financial Impact

• Loss Per Share (LPS): The disposal has negligible impact on LPS (S\$3.21 cents per share before and after disposal).
• Net Tangible Assets (NTA): NTA per share remains unchanged at S\$27.87 cents before and after the disposal.

Relative Figures under SGX Rule 1006

• Net asset value of assets to be disposed of compared with Group’s net asset value: 0.2%
• Net profits attributable to assets disposed of compared with Group’s net profits: 17.7% (exceeds 5%, making it a disclosable transaction)
• Aggregate value of consideration received compared with Company’s market capitalisation: 0.2%
• No equity securities issued as consideration.

Other Noteworthy Details for Investors

• No New Directors: No directors are proposed to be appointed in connection with the disposal.
• No Related Party Transactions: Neither Nyonya Heritage nor its directors or substantial shareholders have any shareholding in Ascent Bridge Limited.
• Trading Caution: The completion of the transaction is subject to multiple conditions, and there is no assurance as of the announcement date that completion will occur or that terms will not change. Shareholders and investors are advised to exercise caution and monitor future announcements.
• Inspection Rights: SPA documents are available for inspection at the registered office for three months from the date of the announcement.

Potential Price Sensitivity and Share Value Impact

• This transaction represents a strategic shift, allowing the Group to divest a loss-making subsidiary, improve its cash position, and focus resources on growth areas.
• The move may reduce operational risks and future losses, potentially favouring shareholder value in the long term.
• However, the immediate financial impact is minimal, as reflected in unchanged LPS and NTA per share.
• Investors should monitor completion and any changes to the SPA terms, as non-completion or changes may affect the Company’s prospects and share price.

Disclaimer: The information above is based on the official announcement by Ascent Bridge Limited and is intended for informational purposes only. It does not constitute investment advice. Investors should consult their own advisors and review subsequent Company announcements before making investment decisions. Completion and terms of the transaction are subject to conditions and may change.

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