PNE Micron Holdings Ltd (Catalist:5BS) entered into a sale and purchase agreement to acquire 50% stake in SMC Industrial Pte Ltd from Koh Mia Seng for SGD 9.1 million on December 2, 2014. Under the terms of the agreement, the consideration includes a deposit of SGD 0.4 million upon signing of sale and purchase agreement, SGD 3.5 million will be paid by way of a cheque on the date of completion of the sale and purchase of the sale shares, SGD 3.7 million by issuing 83 million new ordinary shares in the issued share capital of PNE Micron Holdings Ltd., such consideration shares to be credited as fully paid within three business days from the completion date and the balance SGD 1.5 million payable 5 months after the completion date by way of a cheque. SMC Industrial Pte Ltd. reported a net profit of SGD 0.9 million and net tangible asset of SGD 15 million for the financial year ended September 30, 2014. The consideration shares shall be deposited with the share registrar of PNE Micron Holdings Ltd and will be placed under moratorium till December 31, 2015. The cash consideration of the acquisition will be financed through a drawdown of PNE Micron Holdings Ltd new bank facilities and internal resources. The sum of deposit of SGD 0.41 million is funded from private placement.

Koh Mia Seng grants a put option to PNE Micron Holdings Ltd to sell its entire stake in SMC Industrial Pte Ltd to Koh Mia Seng at an amount equivalent to the purchase consideration, if the audited revalued net tangible assets is less than SGD 18.2 million as at September 30, 2015, or if the shareholders equity of SMC Industrial Pte Ltd is less than SGD 15.8 million. PNE Micron Holdings Ltd will have the right to exercise the put option at any time within 12 months after the issuance of the audited financial statements for the period ending September 30, 2015. The closing of the transaction is subject to due diligence investigations on SMC Industrial Pte Ltd, all consents, approvals and authorizations of bankers, financial institutions, relevant third parties, government or regulatory authorities which are necessary, approval of the shareholders of PNE Micron Holdings Ltd., Koh Mia Seng entering into a service agreement for a period of 3 years commencing from the completion Date with SMC Industrial on such terms and conditions to be mutually agreed between SMC Industrial and PNE Micron Holdings and on terms not materially different from the existing service agreements for the executive directors of PNE Micron Holdings and the execution of the shareholders' agreement on terms to be mutually agreed upon by the relevant parties. Completion of the proposed acquisition shall take place no later than three weeks after the conditions precedent are either fulfilled to the satisfaction of PNE Micron Holdings or waived by PNE Micron Holdings at its discretion, or such other date as the parties may mutually agree. Upon completion, PNE Micron Holdings will enter into a service contract with Koh Mia Seng to be appointed as a director of PNE Micron Holdings Ltd. On January 6, 2015, PNE Micron received the listing and quotation notice from the SGX-ST in respect of the listing of and quotation for 83 million consideration shares.

PNE Micron Holdings Ltd (Catalist:5BS) completed the acquisition of 50% stake in SMC Industrial Pte Ltd from Koh Mia Seng on January 8, 2015. The Consideration Shares will be listed and quoted on the Catalist of Singapore Exchange on January 8, 2015.