TradeFlow sought expertise in restructuring and compliance in its acquisition process.
Acclime was already engaged as TradeFlow’s Corporate Secretary when a buyer became interested in acquiring the company. We tell the story of Acclime’s role in making the sale happen smoothly.
- Client industry:Investment management
- Services:Corporate secretary, Corporate governance, Acquisition advisory
TradeFlow Capital Management Pte. Ltd. (“TradeFlow”) operates as an investment management company. The Company focuses on non-credit approach to enable physical commodity import and export transactions, trade finance hedge fund, and swaps credit risk faced by investors in other trade finance funds for insurable physical risks. TradeFlow serves clients worldwide. The investment funds operated by TradeFlow are available only to accredited investors and institutional investors.
The Fund launched in April 2018 after two years of research and development work on the business model, a digitised technology platform to allow the Fund strategy to be scalable and the legal framework master agreements to connect everything together. In 2021, TradeFlow was acquired by Supply@ME Capital PLC (“SYME”), the innovative fintech platform that provides the Inventory Monetisation© service to manufacturing and trading companies, and which is listed on the London Stock Exchange. The combined strengths of both entities further TradeFlow’s ability to fulfil its mission of enabling trade for SMEs worldwide, and in doing so, support the United Nations Sustainable Development Goals.
The challenge.
TradeFlow was incorporated in Singapore in 2018 and sometime afterwards engaged Acclime as Corporate Secretary to ensure governance of the highest standards. Acclime’s team was able to immediately help, and identifed filings that Acclime then regularised with ACRA. Acclime further took steps to ensure that all filings were dealt with in an efficient and timely way.
Getting all of the company records straight proved to be timely, as in 2021 negotiations began for a purchase of TradeFlow by Supply@ME Capital PLC (SYME). TradeFlow was looking for a support with company secretarial function to handle the entire sale process and restructuring the company prior to the sale, including support during due diligence checks focusing on quick response, proactive communication, and competent governance.
We needed an experienced and competent services provider who would not only complete the necessary tasks accurately, but who would also advise us throughout the process and guide us through the many complicated steps.
Our solution.
Acclime was instrumental in providing information during due diligence checks by SYME’s legal team, co-ordinating with founders, existing shareholders, and buyer (SYME), keeping the founders updated on the step-by-step progress, drawing up the paperwork and submitting the necessary filings with ACRA as required under tight deadlines and the entire process was completed in July 2021.
Acclime also provided company secretarial support during a 3-step company restructuring, prior to the sale to SYME which included planning and execution for new shares allotment and share transfers amongst the existing shareholders of the company.
The new owner SYME is based in the UK, the founders (i.e. management team) and Directors are based in Singapore. With flexible working hours support, Acclime was able to accommodate communication and process flow across time zones.
Support in Due diligence checks was provided by the Acclime team for SYME’s legal team – instrumental in establishing a comprehensive data room for the corporate information, responding to requests, orderly documentation
The Acclime team was a contact point for founders, management and SYME for corporate governance and compliances – for communications or coordinate for their internal portfolio restructuring (e.g. share transfers and share allotments); outlining Singapore corporate law context, cross-checking details in agreements.
The services provided by Acclime included:
- Corporate secretarial support in restructuring and during TradeFlow’s 100% acquisition by Supply@ME Capital plc
- Advice on the process, planning of steps to meet the targeted completion date, timely delivery of required documents and execution.
- Working with TradeFlow’s founders, management team and SYME, communication with the Board and shareholders, provide updates during completion of each step, assist and provide information for Due Diligence checks, respond to questions.
- Advice on compliance with the regulations of the Constitution, SHA, Companies Act.
- Complete ACRA and IRAS filings relating to restructuring prior to acquisition by SYME i.e. share transfers, share allotments.
- Complete ACRA and IRAS filings relating sale to SYME, compliances, related year end change filings
We were delighted at the quality and dedication of the Acclime team in assisting with the sale of TradeFlow and making it an entirely satisfactory experience. Full marks for the attention and flexibility to remain on top of things.
The result.
The sale of TradeFlow to SMYE was completed to the satisfaction of both parties, and Acclime looks forward to maintaining a long-term relationship with our client.
The client was impressed with the level of service they received and further engaged Acclime for corporate secretarial services for its group companies – Tijara Pte. Ltd. and TradeFlow Capital Management Systems Pte. Ltd. The client has also subscribed to our Accounting, Payroll and Tax services for TradeFlow Capital Management Pte. Ltd.
