DTP Infinities Limited entered into a conditional sale and purchase agreement to acquire 3Cnergy Limited (Catalist:502) for approximately SGD 350 million in a reverse merger transaction on June 12, 2023. Pursuant to the agreement, 3Cnergy shall purchase shares representing the entire issued and paid-up ordinary shares in DTP Infinities Limited, comprising 1,000 ordinary shares, for an estimated consideration of SGD 389.2 million, subject to the adjustments, to be satisfied by the allotment and issue of new ordinary shares in the capital of 3Cnergy. As reported, 1,179,540,187 post-consolidation shares will be issued as consideration by 3Cnergy. As of October 26, 2023, it was reported that 1.34 billion post-consolidation shares will be issued as consideration. Upon closing, the Seller will hold approximately 97.3% of the enlarged issued share capital of 3Cnergy. In connection with the agreement, 3Cnergy has entered into a convertible loan agreement with the Seller pursuant to which the Seller has agreed to grant an interest free loan facility of an aggregate principal amount of up to SGD 2 million and a convertible loan agreement with Phileo Capital Limited, a controlling shareholder of 3Cnergy, pursuant to which Phileo Capital Limited has agreed to grant an interest free loan of SGD 0.25 million in aggregate principal amount. 3Cnergy Limited will dispose of its existing business. The proposed transaction will, upon completion, result in a listing of the DTP Infinities Group on the Catalist Board of SGX.

The acquisition is conditional upon the results of the due diligence investigations (including legal, accounting, financial and business due diligence) on the DTP Infinities Group conducted by 3Cnergy being reasonably satisfactory to 3Cnergy; the results of the legal, financial and technical due diligence investigations on the Group conducted by the Seller and its advisors, in connection with the listing of the DTP Group on the Catalist Board by way of a reverse takeover of 3Cnergy, being reasonably satisfactory to the Seller; approval of shareholders of 3Cnergy at an EGM to be obtained for the proposed acquisition, the allotment and issue of consideration shares, the change of name of 3Cnergy to such name notified in writing, the appointment of directors in accordance with the terms of the SPA, the share consolidation exercise to be undertaken by 3Cnergy, at a consolidation ratio of 100:1, the change in the core business of 3Cnergy to include the business of the DTP Group and other matters; all regulatory approvals necessary for the business of DTP Group having been obtained; all necessary approvals from all relevant third parties having been obtained; the approval of the SGX-ST and the issuance of a listing and quotation notice from the SGX-ST for the admission of the Consideration Shares; the issuance by SG&R Singapore Pte Ltd of the independent business valuation report on DTP Group; completion of Net Debt Statement with the Seller preparing a statement setting out the net debt of the DTP Group; completion of the liquidation or disposal of all of its business by 3Cnergy carried on prior to the date of agreement including liquidation of 3Cnergy Sdn Bhd and the disposal for cash of Orientis Solutions Sdn Bhd and 3C Property Consultants Pte Ltd and others. 3Cnergy?s controlling and substantial shareholders, representing approximately 80.2% of the share capital, have granted irrevocable and unconditional undertakings to vote in favour of the proposed acquisition. The transaction will close on the date falling five Business Days after the date of the satisfaction or waiver of the last of the conditions precedent. PrimePartners Corporate Finance Pte. Ltd (PPCF) acted as 3Cnergy?s financial advisor and full sponsor in respect of the acquisition. Upon closing, 3Cnergy shall issue and allot 1.97 million new ordinary shares in the capital of 3Cnergy to PPCF in partial settlement of their fees.

DTP Infinities Limited completed the acquisition of 3Cnergy Limited (Catalist:502) in a reverse merger transaction on January 23, 2024.