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Legion Consortium Limited M&A Activity 2024

Mar 26, 2024

50388_rns_2024-03-26_07b20cbd-e075-45ae-8ae1-6305bf49e33b.pdf

M&A Activity

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Legion Consortium Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2129)

TERMINATION OF MAJOR TRANSACTION

Reference is made to the announcement (the “ Announcement ”) of Legion Consortium Limited (the “ Company ”) dated 30 August 2023 and the circular (the “ Circular ”) of the Company dated 20 October 2023 in relation to the Acquisition. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement and the Circular.

The Board announces that, on 26 March 2024, the Purchaser was informed by the Vendor of that the transaction contemplated under the Sale and Purchase Agreement was terminated as JTC rejected to grant the JTC Consent due to the lack of sufficient justifications and documentation to support the Purchaser’s revenue projections and hence the conditions precedent could not be fulfilled. In accordance with the terms of the Sale and Purchase Agreement, the Vendor shall refund to the Purchaser all the payments paid by the Purchaser to the Vendor, i.e. 5% of the total consideration (being S$900,000) without any interest or deduction.

The Board considers that the termination of the Sale and Purchase Agreement will not have any material adverse impact on the financial position and operation of the Group.

By Order of the Board Legion Consortium Limited

Ng Choon Eng

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 26 March 2024

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Ng Choon Eng and Mr. Ng Kong Hock; and three independent non-executive Directors, namely Mr. Ho Wing Sum, Mr. Yeo Teck Chuan and Mr. Teo Rainer Jia Kai.