oCap Management Pte. Ltd. entered into a conditional sale and purchase agreement to acquire CPH Ltd. (Catalist:539) in a reverse merger transaction on November 22, 2018. Under the terms, CPH Ltd. will acquire 100% of oCap Management Pte. Ltd. from Delphinium Capital PLC for SGD 61.8 million by issuing 5.2 billion shares at SGD 0.012 per share which will result in oCap Management Pte. Ltd. owning approximately 80% stake in CPH Ltd. Jan Daniel Semrau will be appointed as Chief Risk and Compliance Officer of CPH Ltd. for a period of no less than 36 months commencing from the date of completion of transaction. The transaction is subject to approval of the Board of Directors and shareholders of CPH Ltd., approval of Singapore Exchange Securities Trading Limited (SGX-ST), waiver of obligation to make a mandatory offer under Rule 14 of the Code (Whitewash Waiver), satisfactory completion of due diligence, change of CPH Ltd's name to “oCap Group Ltd” or such name as Delphinium Capital PLC may decide, the allotment and issuance of the compliance placement Shares (if any) and the allotment and issuance of new shares in the capital of CPH Ltd. to the sponsor and financial adviser, PrimePartners Corporate Finance Pte. Ltd., the appointment of Mdm Choo and Carlos-D. Haeuser onto the Board upon completion of the transaction, all necessary approvals, waivers, consents, licenses, permits, authorizations and/or registrations from/ with all relevant governmental, regulatory and other authorities, financiers, counterparties and/or third parties (if any) of CPH Ltd., oCap Management Pte. Ltd being obtained including but not limited to the approval in-principle being granted by the SGX-ST for the listing and quotation of the consideration shares, an opinion by the independent financial adviser that the whitewash resolution to be sought from the shareholders is fair, obtaining the written undertaking of Mdm Choo Tung Kheng to vote her entire shareholding in favor of the whitewash resolution, reasonable and not prejudicial to the interests of the independent shareholders; where required, CPH Ltd. issuing the compliance placement shares to satisfy the public float requirement, CPH Ltd. proposing and undergoing the proposed share consolidation to comply with and satisfy the listing requirements specified in the Catalist Rules, and other customary conditions. If any of the conditions precedent are not fulfilled (or is not waived) by the date falling nine months from November 22, 2018 (the “Long Stop Date”), or such other date as may be mutually agreed in writing between the parties, not being longer than three (3) months after the Long Stop Date, the parties shall be entitled to elect to be released from their obligations under the agreement and all obligations of the parties under the agreement shall cease. On March 15, 2019, Whitewash Waiver was received from The Securities Industry Council subject to certain conditions. The transaction is expected to complete in the second quarter of 2019. PrimePartners Corporate Finance Pte. Ltd. acted as a financial advisor to CPH Ltd. and will receive 31.25 million shares of CPH Ltd. at SGD 0.012 per share in the amount of SGD 0.38 million as advisory fees. Tito Isaac & Co LLP acted as a legal advisor to oCap Management Pte. Ltd. and Delphinium Capital PLC.