PINE Capital $ Pine Cap: ADJ 0% has announced on Dec 10 that its non-binding term sheet with Genv Holdings for the subscription of new shares and the proposed acquisition of a new business has been terminated.

 

In a bourse filing, Pine Capital said it received an email on Dec 9 from Alternative Advisors, on behalf of Genv Holdings, that the investor " has decided not to proceed any further with the company in respect of the term sheet" .

 

The company first disclosed the term sheet on Nov 22. The proposed acquisition would have resulted in a reverse takeover (RTO) if it was completed. Pine Capital has been deemed a cash company since Jun 1, 2020.

 

Genv Holdings, which was incorporated in Singapore on Mar 8, 2021, was planning a " major investment" into Pine Capital in connection with the RTO. It will then acquire a landscape management company and a cleaning management company as subsidiaries in a bid to focus on environmental solutions.

 

On Nov 26, Pine Capital received a delisting notice from the Singapore Exchange (SGX). SGX noted that the company had failed to meet ongoing reporting requirements and listing obligations, and had not entered into any binding agreements during its 3-month long extension period from June to August 2021.

 

Pine Capital will be delisted after an exit offer is made to shareholders and holders of other classes of listed securities to be delisted. The trading of its shares have been suspended since Mar 22, 2019.

  SGX noted that Pine Capital failed to meet ongoing reporting requirements and listing obligations.

  Catalist-listed Pine Capital received a notification of delisting from the Singapore Exchange (SGX) on Nov 26, it said in a bourse filing late on Monday (Nov 29).

 

The company' s shares will be delisted after an exit offer is made to shareholders and holders of other classes of listed securities to be delisted.

 

The company, however, said it intends to appeal the delisting notice as it has on Nov 22 entered into a non-binding term sheet with Genv Holdings for a subscription of new shares and the proposed acquisition of a new business.

 

Pine Capital had previously been granted a three-month extension from June 1 to Aug 31 to enter into a binding sale and purchase agreement (SPA) for a new business, to comply with Catalist rules.

 

But to-date, SGX noted that the company had failed to do so under the extended timeline. Although it entered into a term sheet with Genv Holdings, Pine Capital did not sign a definitive SPA nor disclose the identities of potential target companies, SGX said.

 

SGX also noted that the company failed to meet ongoing reporting requirements and listing obligations, despite a reminder letter sent on Jan 14.

 

On Nov 8, Pine Capital had said that it was unable to provide a monthly valuation of its assets, release financial results, complete its audit and hold its annual general meeting as the team it has outsourced its finance and accounting functions to, has suspended its service since June pending payment which the company cannot make due to its poor cash position.

 

Despite the intention to appeal, the company said it will concurrently contact its controlling shareholders for an exit offer, to be made no later than one month from the date of the delisting notice.

 

Trading of Pine Capital' s shares have been suspended since March 22, 2019, and will continue to be suspended, the company said.