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    MCIL - Responses To SGX Queries in Respect of Songmart

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    MCIL - Responses To SGX Queries in Respect of Songmart

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    MCIL - Responses to SGX Queries in respect of Songmart

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    8 views4 pages

    MCIL - Responses To SGX Queries in Respect of Songmart

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    © All Rights Reserved
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    of 4

    MERCURIUS CAPITAL INVESTMENT LIMITED

    (Incorporated in Singapore)
    (Company Registration No. 198200473E)
    (the “Company”)

    RESPONSES TO SGX QUERIES

    The Board of Directors of Mercurius Capital Investment Limited (the “Company”) refers to the following
    queries raised by the Singapore Exchange Securities Trading Limited and would like to provide further
    information in relation to the Company’s announcement “Proposed Acquisition of Groceries Business
    in Malaysia – Third Supplemental Agreement” dated 17 October 2022 (“Announcement”).

    Unless otherwise defined, all terms and references used in this announcement shall bear the same
    meaning as ascribed to them in the Company’s Announcement.

    SGX Query 1:

    What is the current status of Unfulfilled Conditions?

    Company’s response to Query 1:

    Unfulfilled Status Implications Current Status while


    Conditions pending approvals
    The receipt and Pending approval If the approval from The foreign workers who
    possession of the from the MLD. MLD is not obtained, currently hold existing
    approval from the SMSB will not be able working permit under the
    Malaysian Labour to hire foreign workers. previous company are not
    Department (“MLD”) employed under SMSB,
    to SMSB in relation In such an event, pending the approval of the
    to the transfer of SMSB will consider re- relevant authorities.
    foreign workers to submitting its
    SMSB application or to hire
    The receipt and In connection with local employees.
    possession of the the first condition,
    endorsement this will only be
    reflecting SMSB as updated once MLD
    the new employer of approves the
    the foreign workers transfer of foreign
    on the existing work workers to SMSB.
    permits of the
    respective foreign
    workers
    SMSB obtaining a Pending issuance by In the event the With reference to the
    certificate of the MLD. The said certificate of Company’s response
    accommodation in certificates will only accommodation is not above, as there are no
    respect of certain be issued once the obtained, SMSB will foreign workers employed
    accommodation approvals are not be able to provide by SMSB while pending the
    units provided to its obtained from the accommodation to its relevant approvals from the
    foreign workers local councils on the foreign workers. authorities, SMSB is not
    workers require to provide any
    accommodation SMSB will consider re- accommodation to date.
    designs at the submitting its
    respective premises. application upon its
    At the moment, the consultation with its
    approvals from the application officer on
    respective local the reasons for its
    failure. If the re-

    1
    councils are submission is likely to
    pending. bear similar result,
    SMSB will consider
    engaging a licensed
    workers’ hostel
    provider to
    accommodate SMSB’s
    foreign workers.

    Granville Grocery Granville has - -


    Sdn Bhd completed
    (“Granville”) registering its
    registering its employees in the
    employees in the Human Resources
    Human Resources Development Fund
    Development Fund with HRDC as at 7
    with Human November 2022, and
    Resource this condition has
    Development been fulfilled.
    Corporation
    (“HRDC”)

    SMSB is closely monitoring and following up with the relevant authorities in respect of the foregoing.
    Notwithstanding the foregoing Unfulfilled Conditions, there are no changes to SMSB’s current
    operations.

    SGX Query 2:

    Why was the original target timeline not met?

    Company’s response to Query 2:

    The original target timeline was not met as the approvals are pending from the MLD and the local
    authorities, which is out of the parties’ control and resulted in the postponement of the original target
    timeline. We are given to understand that the delay in processing the approvals is due to the backlog
    arising from the manpower limitation arising from the Covid-19 pandemic which lasted approximately 2
    years prior to the authorities resuming work in full force.

    SGX Query 3:

    What are the implications of the Unfulfilled Conditions on the SPV, the Company and its
    diversification plan?

    Company’s response to Query 3:

    Please refer to the table above. The Company is of the view that there is no implication on the
    Company’s diversification plan as it will still proceed, bearing in mind that there are alternatives if the
    Unfulfilled Conditions remained unfulfilled before the Consideration Shares under the second tranche
    are issued. In addition, the SPV (Songmart Holdings Sdn Bhd) is now a fully-owned subsidiary of the
    Company since the transfer of the SPV shares have been completed on 28 October 2022.

    SGX Query 4:

    What will happen if the Unfulfilled Conditions are not fulfilled when second tranche
    Consideration Shares is due for issuance?
    Company’s response to Query 4:

    The Company will actively re-assess how the Unfulfilled Conditions will affect the operations of the
    Company. The alternatives as per our response to query 3 above will be considered, namely to recruit
    new foreign workers or local workers if the transfer of the existing foreign workers cannot be done, and
    to provide alternative accommodation for the foreign workers.

    2
    SGX Query 5:

    Given the Company would have already issued the first tranche Consideration Shares by then,
    what are the implications on the Proposed Acquisition, the SPV and the Company?
    Company’s response to Query 5:

    There are no implications on the Proposed Acquisition, SPV and the Company, as the shares of the
    SPV were transferred to the Company on 28 October 2022 and the SPV is now a fully-owned subsidiary
    of the Company. The Vendors under the SSA will continue to be fully responsible to fulfil the Unfulfilled
    Conditions within the period stipulated and the Company will not be responsible in any way for non-
    compliance thereof. In addition, the Vendors have agreed to jointly and severally indemnify the
    Company and keep the Company indemnified against all claims or damages that the Company may
    incur or be liable for in connection with the Unfulfilled Conditions or non-compliance with the applicable
    laws arising from such Unfulfilled Conditions.

    SGX Query 6:

    In relation to the approval required from MLD, for SMSB to hire foreign workers, what is the
    current foreign worker to local workers ratio? Is there a shortage of manpower since SMSB does
    not have these foreign workers working for them, and how does SMSB sustain its operations?
    Is there a timeline which SMSB is looking at on the application to MLD or the transfer of foreign
    workers? If SMSB does not get the approval within such a timeline, what are its plans?

    Company’s response to Query 6:

    The current foreign worker to local worker ratio is 1:10 and SMSB is currently employing local
    employees to continue its business operations to resolve the manpower issues.

    SMSB has been given the timeline to complete the application process before the issuance of the
    second tranche Consideration Shares (or any other period mutually agreed between the Parties in
    writing).

    In the case where SMSB does not get the approval within the timeline given, SMSB will continue to
    employ local employees for its business operations.

    SGX Query 7:

    In relation to Granville registering its employees with HRDC – Granville should have been aware
    that it will need to register its employees with HRDC in connection with the business expansion.
    In light that it is already November 2022, and the expansion took place in October 2022, please
    clarify why the information was not obtained earlier to submit with HRDC, and what was the
    cause for the delay?

    Company’s response to Query 7:

    There was a delay as the personnel from SMSB dealing with HRDC’s officer had a miscommunication
    on the information required for registration. As stated in the table set out in response to query 1 above,
    Granville has completed registering its employees in the Human Resources Development Fund with
    HRDC as at 7 November 2022.

    BY ORDER OF THE BOARD

    CHANG WEI LU
    Executive Chairman
    10 November 2022

    3
    This announcement has been prepared by the Company and reviewed by the Company’s sponsor,
    Novus Corporate Finance Pte. Ltd. (the “Sponsor”), in compliance with Rule 226(2)(b) of the Singapore
    Exchange Securities Trading Limited (the “SGX-ST”) Listing Manual Section B: Rules of Catalist.

    This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no
    responsibility for the contents of this announcement including the correctness of any of the statements
    or opinions made or reports contained in this announcement.

    The contact person for the Sponsor is Mr. Pong Chen Yih, Chief Operating Officer, at 7 Temasek
    Boulevard, #18-03B, Suntec Tower 1, Singapore 038987, telephone (65) 69502188.

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