Shareholders of Catalist-listed Sincap Group have approved the reverse takeover (RTO) of homegrown commercial vehicle specialist Skylink APAC.

 

The RTO, via the acquisition of Skylink&rsquo s shares for around $42.3 million, was announced on March 18.

 

The acquisition will be satisfied by a base and deferred consideration of $28.3 million and $14 million, respectively. $0.8 million and $1.5 million will be paid in cash. The remaining consideration will be paid via the issuance of 122.2 million base consideration shares and up to 55.6 million consideration shares at 22.5 cents each.

 

The $14 million deferred payment will be paid out if Skylink achieves an adjusted net profit after tax (NPAT) of at least $7.3 million for FY2025 and FY2026.

 

Skylink had recorded an NPAT of $2.74 million in FY2025, accounting for 37.5% of the profit target. Should the profit target be met, this would imply that Skylink would have recorded an NPAT of $4.6 million for FY2026.

 

On this, including the placement price of 20 cents, Skylink Holdings, when it lists, would have an implied market capitalisation of $35.27 million.

 

Should the FY2026 NPAT target be met, this implies an FY2026 P/E multiple of 7.7 times upon the completion of the RTO.

 

In connection with the RTO, Sincap raised a total of $9.2 million via the full subscription of 21 million placement shares at 20 cents apiece and $5 million worth of convertible bonds. The bonds will mature in three years from the issue date and will pay an interest coupon of 8% per annum. They can be converted at 22.5 cents per share, six months onwards.

 

According to Sincap&rsquo s release on Sept 11, the RTO drew interest from funds such as Asdew Acquisitions Pte. Ltd., ICH Capital and other high net worth investors.

 

The shares and bonds will be issued on or around Sept 15.

 

SAC Capital is the financial adviser and sponsor in relation to the RTO. It is also the sole placement agent for the issue of the placement shares and convertible bonds.

 

Shares in the company are expected to resume trading at 9am on Sept 17 under Skylink.