HGH Holdings Ltd. Announces Disposal of 20% Shareholding in Premium Concrete Pte. Ltd.

Key Transaction Details

• HGH Holdings Ltd. has entered into a Share Purchase Agreement (“Seng SPA”) with Mr Aloysius Seng Bock Kim (“Mr Seng”), a Director of Premium Concrete, for the disposal of 200,000 shares, representing 20% of Premium Concrete Pte. Ltd. (“Premium Concrete”).
• The consideration for the sale is S\$800,000, payable in five equal yearly instalments of S\$160,000 each, starting no later than 28 April 2027.
• Completion is expected within 14 business days after the SPA date (22 April 2026), subject to certain conditions precedent, including bank consent.

Background & Rationale

• Premium Concrete is a leading supplier and manufacturer of ready-mix concrete and precast components in Singapore, with a paid-up share capital of S\$1,000,000.
• As of 31 December 2025, Premium Concrete had net liabilities of S\$3,452,142, yet the company was valued between S\$12,059,000 and S\$12,471,000 (controlling, non-marketable basis) as per an independent valuation by Baker Tilly Consultancy.
• The disposal recognizes and rewards Mr Seng’s critical role in turning the business around, securing land for operations, and establishing Premium Concrete as the largest producer in Punggol.

Important Terms & Conditions

• The sale is structured as an equity transaction; HGH Holdings retains control over Premium Concrete.
• The S\$800,000 proceeds will be used for general working capital purposes.
• A shareholders’ agreement will be executed at completion, and the Company will waive a related party loan of approximately S\$6,260,000 owed by Premium Concrete.
• Mr Seng will enter a 36-month service contract as Executive Director of Premium Concrete.
• The completion is conditional upon United Overseas Bank Limited’s consent (due to existing banking facilities).

Financial Effects & Shareholder Impact

• The disposal has minimal impact on NTA per Share but causes a slight decrease in EPS. This is mainly due to the loan waiver and the disposal structure.
• Relative figures for the transaction under SGX Catalist Rules classify it as a “disclosable transaction” (not requiring shareholder approval), with net asset value and aggregate consideration figures at 10.9% and 21.9% respectively, both below the 50% threshold for major transactions.

Price Sensitive and Investor Considerations

• The sale and loan waiver may indicate a strategic shift and operational strengthening for Premium Concrete, potentially enhancing its viability and future profitability.
• Mr Seng’s alignment as a shareholder and Executive Director is likely to further incentivize performance, given his proven track record in industry turnaround and growth.
• The use of proceeds for working capital suggests that HGH Holdings may be improving liquidity and operational flexibility.
• As the deal involves a related party transaction, investors should note the transparency measures, including the directors’ responsibility statement and public availability of the SPA and valuation report.
• The completion of the transaction is subject to conditions precedent; there is no certainty of completion, which may affect the timing of the anticipated benefits.

Other Noteworthy Points

• No new directors are proposed to be appointed to HGH Holdings as a result of this transaction.
• None of the company’s directors or controlling shareholders have any direct or indirect interest in the transaction, except through their shareholdings.
• Shareholders and investors are advised to exercise caution and consult professional advisers, as completion is not guaranteed.
• Further announcements will be made upon material developments or completion.

Documents for Inspection

• The Share Purchase Agreement and Valuation Report are available for inspection at the registered office of HGH Holdings for three months from the announcement date.

Disclaimer:

This article is for informational purposes only and does not constitute investment advice. The completion of the proposed disposal is subject to conditions precedent and may not be guaranteed. Investors should conduct their own due diligence and consult professional advisers before making any investment decisions. The information provided is based on company disclosures and subject to change without notice.

View HGH Historical chart here