Link: https://links.sgx.com/1.0.0/corporate-announcements/QEV10N6XJDYNQFOP/5f337e724e23043dd050a3bd699fa235c58d6f8827abd7531bfdeb5ef30acef9

Summary:

• Transaction: On 1 September 2025, AsiaPhos entered a binding term sheet to acquire approx. 97.41% of Exquisite Mode Sdn. Bhd. (property developer in Johor Bahru, Malaysia) from United Malayan Land Bhd. The proposed deal is expected to constitute a reverse takeover (RTO) under SGX Catalist rules and will require shareholder approval at an EGM.

• Consideration: Up to S$59.42 million, payable via new AsiaPhos shares at S$0.006 per share to the vendor. The valuation is based on an agreed value of S$61 million (subject to upward adjustment if independent valuation exceeds this by >10%).

• Target Assets: Exquisite Mode owns:

  • Amari Johor Bahru (242-room 5-star hotel)

  • 92 serviced suites

  • 2-storey retail podium

  • 496 carpark bays—all within Suasana Iskandar Malaysia, near the Johor RTS station.

• Structure & Conditions:

  • Definitive agreements must be signed within 90 days, or the term sheet lapses.

  • Transaction conditional on approvals (AsiaPhos shareholders, regulatory, due diligence, valuation, share consolidation, etc.).

  • Minority stake (2.59%) to be acquired at the same price for 100% ownership.

  • All consideration to be satisfied by share issuance; vendor can sell shares to meet 15% public float.

• Rationale: Diversification into property, hospitality, and retail, leveraging strategic location near Singapore–Johor SEZ/RTS; target company has a profitable record.

• Relationships: Certain directors/shareholders of AsiaPhos are relatives of directors/shareholders in the vendor; related party details disclosed. No independent valuation yet completed.

• Warnings: Deal is subject to due diligence, valuations, and full completion of definitive agreements. No certainty of finalization; further updates pending.