SUPPLEMENTAL AGREEMENT TO THE SALE AND PURCHASE AGREEMENT (“SPA”) DATED 8 APRIL 2015 FOR THE COMPANY’S ACQUISITION OF 51% OF THE ISSUED SHARE CAPITAL OF VIVIDTHREE PRODUCTIONS PTE. LTD.
Unless otherwise defined herein, all capitalised terms used in this announcement shall have the same meanings as defined in the Company’s announcements dated 3 March 2015, 8 April 2015 and 14 May 2015 and 15 May 2018 in respect of the Acquisition and the sale and disposal of the Excluded Property (“Announcements”).
The Board of Directors (the “Board”) of mm2 Asia Ltd. (the “Company”) wishes to announce that the Company has today entered into a supplemental agreement (the “Supplemental Agreement”) with the Sellers in relation to the SPA.
Pursuant to the SPA, the Company had acquired 51% of the issued and fully paid-up ordinary shares in the capital of the Target Company which was completed on 20 April 2015.
The Target Company owned the Excluded Property, which was financed partly in cash of S$205,500.10 (“Cash Payment”) and partly with a commercial property loan from a bank (“Property Loan”). The intention of the parties was for the Consideration to exclude the entire value of the Excluded Property, including the Cash Payment and the Excluded Property’s related assets and liabilities. The SPA contemplated for the Excluded Property to be sold within 1 month from 20 April 2015, and for the Net Realisable Cash to be paid out to the Sellers thereafter. However, due to poor property market conditions, the Excluded Property was not sold. Notwithstanding so, it does not affect the original intention of the Parties for the liability arising from and the net economic benefits (after deducting the associated costs and expenses) attributed to the Excluded Property to belong to and be for the account of the Sellers. In furtherance of this intention, one of the Sellers had been paying for the shortfall between the revenue and expenses in relation to the Excluded Property, amounting to an aggregate sum of S$102,000 (“Advanced Amount”).
Due to the change in circumstances with the Excluded Property not being sold or disposed by the Target Company within the initial timeline contemplated and taking into account the Advanced Amount, the Sellers have agreed to waive their entitlement to the Cash Payment.
By Order of the Board
27 June 2018