The board of directors (the “Board”) of Rex International Holding Limited wishes to announce that its indirect wholly owned subsidiary, Rex Oman Ltd (“Rex Oman”) has on 22 November 2021, entered into sale and purchase agreements to acquire a total of 10,978 preference shares from 10 parties in the Group’s 86.37% subsidiary Masirah Oil Limited (“MOL”) (the “Acquisition”). As of the date of this announcement, Rex Oman holds 29,015 preference shares in MOL, a company incorporated in the British Virgin Islands and is an oil exploration and production company.
The total consideration for the Acquisition is US$2,710,469.80. The consideration will be satisfied in full in cash on the date of completion of the Acquisition, and will be funded by internal resources generated from oil sales. The consideration was arrived at on a willing buyer willing seller basis, taking into account the future potential of oil prices and MOL’s oil production rate. Upon conversion of the preference shares, Rex Oman will hold approximately 91.81% of the total issued capital of MOL, an increase of approximately 5.43%. The unaudited net asset value/net tangible asset of MOL as at 30 June 2021 was approximately US$106.62 million.
Pursuant to the Acquisition, the Group’s indirect shareholding in MOL through Rex Oman will increase from 86.37% to 91.81%. This will allow the Group to have greater control over the dayto-day operations of MOL, which has become an oil-producing company in the last two years.
Dr Karl Lidgren and Mr Hans Lidgren are controlling shareholders of the Company with a 34.71% deemed interest in the Company held through Limea Ltd. (“Limea”), in which each of Mr Hans Lidgren and Cresta Group Ltd (“Cresta”) have a 50% shareholding interest respectively. Cresta is in turn wholly owned by Dr Karl Lidgren.
Of the 10,769 MOL preference shares to be acquired, 3,618 MOL preference shares are held by Orango Oil Ltd (“Orango”), which is 40:40:20 held by Dr Karl Lidgren, Mr Hans Lidgren and Mr Svein Kjellesvik respectively (“IPT Preference Share Acquisition”). The total consideration for the IPT Preference Share Acquisition is US$864,159.30. The consideration was arrived at on a willing buyer willing seller basis, taking into account the future potential of oil prices and MOL’s oil production rate.
Dr Karl Lidgren is also a Non-Independent and Executive Director of the Company. As such, Orango is an "interested person" pursuant to Chapter 9 of Section B: Rules of Catalist (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST").
Accordingly, Rex Oman’s acquisition of the MOL preference shares constitutes an "interested person transaction" (“IPT”) pursuant to Chapter 9 of the Catalist Rules.
On 12 November 2021, the Group’s indirect wholly owned subsidiary, Rex International Holding Ltd (British Virgin Islands) entered into a joint venture (“Joint Venture”) agreement with Monarch Marine Holding Ltd (“MMH”) to incorporate a joint venture company (“JV Company”) to own marine assets such as vessels, Mobile Offshore Production Units and other associated equipment. The total value of the Joint Venture is US$10.64 million, which represents approximately 7.77% of the Group’s latest audited net tangible assets of US$136.86 million as at 31 December 2020. The Joint Venture falls under the exception pursuant to Rule 916(1) of the Catalist Rules, where shareholders’ approval is not required to be obtained pursuant to Catalist Rule 906. It will nonetheless, be aggregated with other IPTs between interested persons of the
same group under Catalist Rule 905(2).
On 5 July 2021, the Company’s wholly owned subsidiary Rex Technology Investments Pte Ltd (“RTI”) entered into a conditional subscription agreement with Xer Technologies Pte. Ltd. (“Xer”) to subscribe for 33,333 shares in Xer, an approximate 40% shareholding interest in the
Singapore-registered commercial drone company at a consideration of US$1 million (the “Xer Acquisition”). Cresta and Limea each held 70% and 25% of the shareholding interest in Xer respectively, prior to completion of the Xer Acquisition. Upon completion, Cresta and Limea hold
42% and 15% shareholding interest in Xer respectively.
Save as disclosed above, there are no other IPTs entered into between the Group and any interested person, excluding any transaction below S$100,000, in the current financial year ending 31 December 2021.
As the aggregate value of IPTs (excluding the Joint Venture) of approximately US$4.86 million represents 3.55% of the Group's latest audited net tangible assets, the Company is not required to obtain shareholders' approval in respect of the IPT Preference Share Acquisition pursuant to Catalist Rule 906.