An undisclosed buyer entered into a conditional sale and purchase agreement to acquire Upp Power (Myanmar) Limited from Avarga Limited (SGX:U09) for $10 million on June 21, 2024. As part of the transaction, the buyer will acquire 21.511 million shares of Upp Power. Upon completion of the Proposed Disposal, Upp Power will cease to be a subsidiary of Avarga Limited.

The Consideration will be fully satisfied in cash and comprises of $10 million and an amount equivalent to the sum of the net current asset value as at the completion date will be adjusted accordingly. The transaction is conditional upon all the warranties and representations given by Avarga being true and accurate, all covenants and undertakings of Avarga under the SPA have been complied with, there has not been a breach of any covenants, terms and conditions in any lease or land grant documents by UPP Power Myanmar, no pending action by any government authority against Upp Power, no overdue sum or rent payable by Upp Power, no government authority having commenced, or threatened to commence, any proceedings or investigation for the purpose of prohibiting or otherwise challenging or interfering with the performance of the Ywama Power Project, no applicable laws having been enacted which will prohibit the transactions contemplated in the SPA, no notice of compulsory acquisition or intended compulsory acquisition or a gazette notification from any governmental authority, no material damage to the Property or Ywama Power Project and the E70 maintenance under the operation and maintenance agreement dated May 26, 2014 between UPP Power Myanmar and Myan Shwe Pyi Tractors Ltd in relation to the Ywama Power Project not having been carried out and no costs having been incurred by Upp. If any one of the conditions precedent is not fulfilled or waived on or before the date falling 1 month from the date of the SPA (the ?Long Stop Date?), the buyer may terminate the SPA and Avarga shall refund the Deposit already paid by the Purchaser to Avarga upon the execution of the SPA (being the amount of $2 million) to the Purchaser.