Consideration for ISR Capital's deal with REO Magnetic lowered

ISR Capital has announced that due to a change in its issued share capital, the total consideration for its deal with REO Magnetic will be lowered to S$2.99 million from S$4.52 million.

In a filing with the Singapore Exchange (SGX), ISR said that the consideration price per share for the deal with REO - which would see ISR take an aggregate stake of 60 per cent in Mauritian company Tantalum Holding - would be adjusted to 0.4 Singapore cent from the initial price of 0.67 Singapore cent, and the number of consideration shares would be adjusted to 747.26 million shares.

This was after a conversion of S$1 million of convertible bonds into 250 million conversion shares on Dec 6.

Tantalum Holding owns 100 per cent of Tantalum Rare Earth Malagasy, which has a permit to explore and develop a concession hosting critical rare earth elements in Madagascar.

Under amended terms of the Tantalum acquisition, ISR was to issue 674.78 million of its own shares to REO Magnetic at 0.67 Singapore cent per share. However, if ISR's issued share capital increases before the company submits an application to list the consideration shares - which ISR did on Dec 19 - both the number and price of the consideration shares would be adjusted.

As a result of the recent conversion, the price per consideration share was adjusted to the one-day volume-weighted average for ISR stock before the additional listing application was submitted; the number of consideration shares was increased to stay at 29 per cent of ISR's total issued share capital.

In a separate announcement, ISR disclosed that it will be placed on the SGX watch list.

The company has not met the criterion of a value-weighted average price of at least 20 Singapore cents and an average daily market capitalisation of S$40 million or more over the last six months. ISR has 36 months to achieve those targets. If not, it will face a trading suspension or delisting.

Wong Kai Yi

22 December 2017