Chaswood Resources is in a $1.357 billion reverse takeover deal that will turn it from an F&B operator into a lithium-ion battery maker.
Under terms of a Nov 5 sale and purchase agreement, the company will acquire a 70% stake in 3DOM (Singapore), which is owned by a Japan-incorporated 3DOM Inc.
This non-binding agreement of this RTO deal was first announced in Aug 22.
Chaswood Resources will pay for this deal by issuing some $1.375 billion worth of new shares at 3.8 cents.
At 3.8 cents, that’s a premium of 322% over its last traded price of 0.9 cents on June 18 2018. Chaswood Resources shares have been suspended since then.
The shares will then be consolidated ten-to-one, into 38 cents, so as to satisfy Catalist listing requirements of 20 cents minimum.
See also: Sembcorp issues $350 mil of guaranteed notes due 2036 at 3.65%
Upon completion of this transaction, 3DOM Inc will own 98.2% of the enlarged share capital of Chaswood Resources.
3DOM Inc, in turn, is controlled by Masataka Matsumura, its representative director, who holds 52.73%.
See: Chaswood Resources to turn into lithium-ion battery maker via US$1 bil RTO deal with Japan's 3DOM
Chaswood Resources’ largest shareholder is now an entity called Posh Corridor. Upon completion, its stake will drop from 40.26% to 0.28%. Posh Corridor, in turn, is held by individuals such as Ng Teck Wah and Jared Lim Chih Li.
Andrew Roach Reddy, who is now Chaswood’s managing director, will see his stake diluted from 23.27% to 0.16%. Retail shareholders, who hold nearly 78.1 million shares, equivalent to 31.15%, will see their collective stake whittle down to 0.21%.
As part of the list of conditions for this deal to be completed, an independent valuer and a sponsor will be appointed to assess the value of 3DOM (Singapore) and the findings got to be approved by SGX, the sponsor, and also Chaswood Resources .
As part of this transaction, 3DOM Inc will extend a convertible loan of $2 million to fund the RTO process.
Incorporated on July 25 2019, 3DOM (Singapore), which is now wholly owned by 3DOM Inc, holds an “irrevocable exclusive global licence to manufacture and sell next-generation lithium-ion batteries using 3DOM’s next-generation lithium-ion battery technologies, as well as the sublicensing right of such technology.
3DOM (Singapore), according to Chaswood’s announcement, has firmed up suppliers and OEM plants to fulfil orders from battery firms and global automobile manufacturers for deliveries in mid-year 2022.
According to Chaswood Resources, 3DOM Inc was established in 2014 to “deliver a next-generation energy infrastructure through sustainable development and innovative battery technologies, and aims to be at the centre of the technological shift that commercialises battery technology for mass scale usage, powering future applications such as battery energy storage systems.”
For year ended Dec 31 2020, 3DOM (Singapore), which has yet to start proper operations and therefore no operating revenue, booked a net loss of $1.33 million. This entity was incorporated on July 2010. As Dec 31 2020, the value of its total assets was $555,494, versus total liabilities of $1.87 million.
Photo credit: An image for structural illustration / 3DOM (Singapore)
