Intraco Limited says it expects to report a net profit before tax for the 1HFY2023 ended June 30 based on a preliminary review of the unaudited management accounts and the information of the company currently available.

 

In a profit guidance filing, Intraco&rsquo s expected net profit before tax for the first half of FY2023 is compared to the net loss before tax for the same period in FY2022.

 

The anticipated turnaround of the company&rsquo s results is mainly due to better management of its balance sheet and cost savings arising from cost management initiatives. Intraco also wrote back some provisions previously made in the financial year ended 31 December 2022.

 

Intraco was placed on SGX-ST&rsquo s watch-list on June 5. For a company to be placed on SGX-ST' s watch-list, it would have to have suffered from three straight years of financial losses.

 

The company has advised that further details of its performance will be set out in its unaudited financial results for 1HFY2023, to be released on or before Aug 7.

 

On June 22, Intraco I06 0.00% launched its first issue under the SDAX Commercial Paper Facility Programme (the SGD CP Series 001) for a tenor of 30 days at an interest rate of 4.1% per annum. The company says it intends to raise up to $2.0 million mainly for its trading and distribution business&rsquo s working capital purposes. The offer period will end on June 28 and the SGD CP Series 001 tokens will be issued and listed on the SDAX Exchange on the same day.

 

On June 20, Valuemax Group launched its 3-month Series 001 SDAX Issuance of commercial paper at an interest rate of 5.15%, and is looking to raise between $10 million and $20 million. The digital securities will be traded on the SDAX Exchange.

Intraco Limited I06 0.00% , Jadason Enterprises J03 0.00% and Datapulse Technology BKW 0.00% will be placed on the SGX-ST&rsquo s watch-list with effect from June 6. The move comes after the companies reported losses for the last three financial years (FY).

 

For the FY2022 ended Dec 31, 2022, Intraco reported a loss of $1.34 million, 33.9% deeper than the $998,000 loss in FY2021. The company reported a loss of $12.86 million in FY2020. Jadason Enterprises reported a loss of $6.95 million for the FY2022 ended Dec 31, 2022. The company also reported losses of $10.64 million and $3 million for FY2021 and FY2020 respectively. For the FY2022 ended July 31, 2022, Datapulse reported a loss of $3.31 million while the company reported a loss of $3.67 million for the FY2021. In FY2020, Datapulse reported a loss of $5.75 million.

 

After being put in the watch-list, the companies must now take steps to exit the list within 36 months from June 6. They will be able to apply to be removed from the list if they record consolidated pre-tax profits for their latest financial years. They should each also have an average daily market capitalisation of $40 million or more over the past six months. Should the companies fail to exit the list within the stipulated period, they would either be delisted or the trading of their shares would be suspended.

 

As required by rule 1313(2), the companies will have to provide quarterly updates on their efforts and progress made in meeting the list&rsquo s exit criteria. Any material developments that occur between the quarterly updates will also have to be announced.

 

In their respective statements on June 5, the companies said that it will be business as usual for the company and that trading in their securities will also continue as per usual.

 

&ldquo The board and management will endeavour to comply with the financial exit criteria within 36 months from June 6 and will release necessary announcements when appropriate,&rdquo adds Intraco.

Intraco Limited&rsquo s 70%-owned subsidiary, Intraco Prime, has entered into an exclusive distribution agreement and Singapore co-marketing memorandum with Luzhou Laojiao International Development (HK) Co., Ltd. on Dec 21.

 

Under the agreements, Intraco Prime will exclusively distribute the National Cellar 1573 series of Chinese baijiu in Singapore for five years from Dec 28 to Dec 31, 2027.

 

Luzhou Laojiao International is a subsidiary of Luzhou Laojiao Company Limited. The company is headquartered in Luzhou, Sichuan Province, China.

 

MAINBOARD-LISTED trading company Intraco Intraco: I06 0% has agreed to acquire a 51 per cent stake worth about S$47.2 million in digital asset platform MHC Singapore, the company said in a bourse filing on Monday (Feb 7).

 

This comes after the companies entered into a binding heads of agreement (HOA) on Dec 13, 2021, which was revised in a second binding HOA on Dec 22, 2021.

 

MHC Singapore, to be incorporated in Singapore by Australian entrepreneurs Mark Carnegie and Sergei Sergienko with equal shareholdings, will take over the relevant businesses and assets of Australian digital asset platform MHC Digital Group.

 

The deal is subject to shareholder approval, which will be sought, among other things, in an upcoming extraordinary general meeting.

 

The proposed transaction is also conditional upon the fulfilment of certain conditions - including MHC Singapore achieving a 12-month consolidated group net profit after tax of at least S$18.5 million within 24 months of the acquisition agreement dated Feb 7. This is down from the S$20 million target in the second HOA, which had already been reduced from S$24 million in the first HOA.

 

Other changes in the new agreement include reducing the issuance of warrants in payment to 52.5 million from 58 million, with each carrying the right to subscribe for 1 new share in the company. The issuance of 42 million new shares in payment at an issue price of S$0.50 remains unchanged. Both comprise the total consideration of around S$47.2 million.

 

The warrants will not be listed or traded on the Singapore Exchange and will be exercisable by each seller at any time within 5 years, down from 7 years, from the date of issue. This is unless Carnegie and Sergienko each own more than 14.5 per cent of the company.

 

There is no meaningful historical book value, net tangible asset value or net profit attributable to the shares or assets as MHC Singapore will be a new company to be incorporated and the scope of the assets is not finalised, the statement noted.

 

Carnegie and Sergienko also must not request a board seat in Intraco if they each hold shares and/or securities convertible into 15 per cent or more of the total issued share capital.

 

Separately, Intraco has agreed to issue 40 million warrants at an exercise price of S$0.50 to Wong Fong Fui, chairman and group chief executive officer of Boustead Singapore. He previously introduced MHC Digital Group and the deal to Intraco.

 

Mak Lye Mun, the chairman and independent director of Intraco, is also an independent director of Boustead.

 

The warrants can be exercisable at any time within 4 years from the date of issue, unless Wong owns more than 14.5 per cent of the company or unless the outstanding share capital of Intraco exceeds 283 million shares.

 

The group intends to expand its fund management offerings and incorporate new trading strategies in the development of traditional over-the-counter execution and market-making services.

 

It also plans to provide corporate finance advisory services focused on leveraging an expanded balance sheet to provide a gateway to institutional investors to deploy capital into traditional financial products with exposure to the metaverse and digital asset ecosystem.

MAINBOARD-LISTED trading company Intraco on Friday (Dec 24) said it will issue up to 10 million new ordinary shares at 45 Singapore cents each, to raise net proceeds of about S$4.5 million.

 

The money will be used to pursue new business opportunities - including facilitating the company' s proposed investment in MHC Digital Group - as well as to strengthen its financial and cash position. It will also be used to fund the growth of its existing business.

 

The price represents a discount of approximately 3.2 per cent to the weighted average price per share of S$0.465 for trades done on Wednesday (Dec 22). There is no placement agent appointed.

 

Subscribers in the placement, including the chairman of Sin Heng Heavy Machinery Teo Yi-Dar and CEO of Boustead Wong Fong Fui, were introduced to the company through its directors.

 

Except for Harvest Advisors Investment Management, each of the subscribers is acquiring the shares as principal and is not acting as a trustee for or a nominee of a third party.

 

Established in Singapore in 2018, Harvest Advisors Investment Management is the investment manager of Harvest Private Wealth Thematic Fund SPC, a segregated portfolio company registered under the laws of the Cayman Islands. Harvest Group is a fund management company overseeing more than US$200 billion, with clients including pension funds, financial institutions, sovereign wealth funds, family offices and ultra-high net worth individuals, according to its website.

 

The placement shares in total represent some 9.73 per cent of Intraco' s existing share capital, and will represent about 8.86 per cent of its enlarged share capital.

 

MAINBOARD-LISTED trading company Intraco on Wednesday said that it has entered into an amended binding heads of agreement to invest in digital asset platform MHC Singapore.

 

Shares of Intraco jumped 10.6 per cent, or 4.5 Singapore cents, on Wednesday before the announcement to close at S$0.470.

 

MHC Singapore, to be incorporated in Singapore by Australian entrepreneurs Mark Carnegie and Sergei Sergienko with equal shareholdings, will take over the relevant businesses and assets Australian digital asset platform MHC Digital Group.

 

Under the amendments, Intraco will no longer pay S$10 million in cash, since the new purchase consideration is now lower than the original purchase consideration, it said.

 

Intraco will now pay in the form of the issuance of 42 million new shares in the company at an issue price of S$0.50 per share. It will also issue 58 million warrants, each carrying the right to subscribe for 1 new share in the company.

 

The warrants shall not be listed or traded on the SGX and shall be exercisable by each seller at any time within 7 years from the date of issue. This is unless they each own more than 14.5 per cent of the company or unless the outstanding share capital of Intraco exceeds 345 million shares.

 

Carnegie and Sergienko also must not request a board seat in Intraco if they each hold shares and/or securities convertible into 15 per cent or more of the total issued share capital.

 

Intraco, Carnegie and Sergienko have agreed to sign a definitive agreement in the next 2 months following the entry into this amended heads of agreement, and completion of the investment shall be subject to several conditions including the successful restructuring of the relevant businesses and assets in the MHC Digital Group to be held by MHC Singapore and shareholders approval.

 

One of the conditions under the original heads of agreement, where MHC Digital Co has to achieve a rolling 12-month consolidated group net profit after tax of at least S$24 million during the period of 24 months from the date of the acquisition, has been revised to S$20 million in the amended agreement.

 

Separately, Wong Fong Fui or FF Wong who is chairman and group chief executive officer of Boustead Singapore, has extended a S$10 million loan to MHC Singapore on Dec 22 for its business purposes. The loan is intended to be disbursed in January next year.

 

Subject to shareholders' approval, Intraco will also issue 40 million warrants at an exercise price of S$0.50 to Wong for introducing MHC Digital Group and the deal to the company. The warrants can be exercisable at any time within 4 years from the date of issue at S$0.50 per warrant, unless Wong owns more than 14.5 per cent of the company or unless the outstanding share capital of Intraco exceeds 283 million shares.

MAINBOARD-LISTED trading company Intraco Intraco: I06 +85.42% announced on Monday (Dec 13) that it has entered into a binding heads of agreement to invest in digital asset platform MHC Digital Co (MHC Singapore).

 

MHC Singapore, to be incorporated in Singapore by Australian entrepreneurs Mark Carnegie and Sergei Sergienko with equal shareholdings, will take over the relevant businesses and assets Australian digital asset platform MHC Digital Group.

 

Under the binding heads of agreement with Carnegie and Sergienko, Intraco will pay S$10 million in cash and issue 100 million new shares in the company at an issue price of S$0.50 per share for a 51 per cent interest in MHC Singapore. Intraco noted that the issuance of the consideration shares at S$0.50 per share is a significant premium to the company' s current trading share price.

 

Separately, Wong Fong Fui or FF Wong who is chairman and group chief executive officer of Boustead Singapore - will be extending a S$10 million loan to MHC Singapore for its business purposes.

 

Subject to shareholders' approval, Intraco will also issue 40 million warrants at an exercise price of S$0.50 to Wong for introducing MHC Digital Group and the deal to the company.

 

MHC Digital Group was founded by Carnegie and its primary businesses include fund management of a portfolio of digital assets as well as trading of digital assets.

 

The group intends to expand its fund management offerings and incorporate new trading strategies in the development of traditional OTC execution and market making services.

 

It also plans to provide corporate finance advisory services focused on leveraging an expanded balance sheet to provide a gateway to institutional investors to deploy capital into traditional financial products with exposure to the metaverse and digital asset ecosystem.

 

Chairman of Intraco, Mak Lye Mun, said: " This is a truly exciting opportunity for Intraco and one that is potentially transformative for the company. The investment into MHC Digital Group will allow the company to gain access to the fast growing digital asset industry. In addition, it will create new revenue streams and enhance our shareholders' value. We are optimistic that MHC Singapore, as part of Intraco, a Singapore listed company, will be able to accelerate its platform growth more rapidly within the region and beyond."

 

Said Carnegie: " Singapore is one of the most advanced countries in the world when it comes to thinking through how they want to regulate Web 3.0. The issues are complex and challenging but the Singapore authorities understand the importance of addressing these issues as the space evolves and digital asset adoption accelerates."

 

Intraco, Carnegie and Sergienko have agreed to sign a definitive agreement in the next 2 months following the entry into this heads of agreement.

 

The completion of the investment under the agreement is subject to various conditions including the successful completion of the restructuring of the relevant businesses and assets in the MHC Digital Group to be held by MHC Singapore, procurement of the requisite licences and regulatory approvals, satisfactory due diligence and financial performance and shareholders' approval at an extraordinary general meeting to be held by the company.

 

A circular will be sent to shareholders and further details will be announced on SGXNet, when available.