Assets Swap definition
Examples of Assets Swap in a sentence
After completion of the Assets Swap, CCCC and China Urban-Rural will hold 85% and 15% equity interests in Qilianshan Cement respectively.
According to the Indicative Assets Restructuring Agreement and the Supplemental Assets Restructuring Agreement, the Assets Swap with CCCC and China Urban-Rural constitutes a Disposal of the Swapped-out Target Assets (meaning the 100% equity interests in Qilianshan Cement).
Accordingly, shareholders’ approval for the Proposed Assets Swap will be sought at an Extraordinary General Meeting of the Company.
No service contracts are proposed to be entered into in connection with the Proposed Assets Swap.
As the consideration of the Proposed Assets Swap of about S$63.1 million constitutes approximately 20% of the market capitalisation of the Company, the Proposed Assets Swap is considered a major transaction under Chapter 10 of the Listing Manual.
According to the Indicative Assets Restructuring Agreement and the Supplemental Assets Restructuring Agreement, the Assets Swap with CCCC and China Urban-Rural constitutes a Disposal of the Swapped-out Target Assets (being 100% equity interests in Qilianshan Cement).
The IFA has opined that the financial terms of the Proposed Assets Swap are on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders.
Hence, the Proposed Assets Swap is considered an Interested Person Transaction which falls within the ambit of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Seller shall convey good and marketable title to the Transferred Assets and all parts thereof to Buyer free and clear of all liabilities, claims, assessments, security interests, liens, restrictions and encumbrances, except as expressly provided herein to the contrary.
Accordingly, the IFA has advised that the Independent Directors recommend that shareholders vote in favour of the Proposed Assets Swap.