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DFNN unit plans backdoor listing in Australia

DFNN Inc. (DFNN) affiliate HatchAsia, Inc. (HAI) is launching a takeover of Silver Heritage Group Limited (SVH), an Australian-listed gaming investor which owns two casinos in Nepal.

 In a disclosure to the Philippine Stock Exchange, DFNN said HatchAsia’s wholly owned Australian subsidiary has offered a non-binding Term Sheet to take control of SVH.

 The Australian firm has recently appointed KPMG as administrators following the global outbreak of COVID-19, which saw its Nepal casinos forced to suspend operations just months after being granted much-needed funding by its main lender, OCP Asia.

DFNN said that, the administrators met with the creditors of SVH who unanimously resolved that the latter execute the Deed of Company Arrangement (DOCA) and has relayed the approval to HAI.

 HAI’s recapitalization via DOCA methodology, as allowed by the Australian Stock Exchange, subject to SVH shareholder approval, will be effected via the acquisition of shares equal to approximately 92 percent of the issued share capital of SVH through a consolidation of shares of existing shareholders and a new issue of ordinary shares of a new Australian subsidiary of HAI, Hatch Australia Holdings Pty Limited.

The consideration for this transaction is AUD530,000 in cash and 3 percent of the issued shares in SVH, subject to the terms and conditions to be set in a Deed of Company Arrangement.

The successful conclusion would eventually result in the HatchAsia shareholder-controlled entity being listed on the Australian Stock Exchange and DFNN owning part of the ASX Listed Entity.

“As a shareholder, we welcome and look forward to the foray of HatchAsia in the international market”, said Calvin Lim, CEO of DFNN and incoming director of HAI.

He said that this is “A move that will consequently provide us better access to a wider capital base as well as create new business streams for a larger audience reach that will pave the way for more Philippine businesses to globalize.”

“Tapping the Australian capital market for this provides a conducive environment for the nature of our businesses and allows DFNN to fully value its early investments in HatchAsia,” Lim added.

SVH and HAI are currently in the process of developing a DOCA.   This comes after the announcement of iWave, Inc., a DFNN investee company, of its on-going listing in the Singapore Stock Exchange via another reverse takeover through a Scheme of Arrangement, as allowed under SGX rules.

Source: Manila Bulletin (

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