- Modulex Modular Buildings Plc (“Modulex”) is a cutting-edge
UK-based ConstrucTech company manufacturing 3D volumetric steel
modular buildings and harnessing emerging technologies, such as
Artificial Intelligence (AI), Blockchain & Internet of Things
(IoT), to meet the burgeoning housing and infrastructure needs in
developed and emerging markets at a rapid pace and with optimal
cost efficiency.
- PHP Ventures Acquisition Corp. (NASDAQ: PPHP, PPHPR, PPHPU,
PPHPW) ("PHP"), is a special purpose acquisition company, holds
over US$58.1 million in its trust account for the purpose of
effecting a business combination with a potential target
- The transaction values Modulex at US$600 million, which
together with the cash in PHP’s trust account, assuming no
redemptions in the business combination, transaction expenses, and
the addition of proceeds of a possible financing of up to $30
million outlined below, results in a combined pro forma business
value of US$682.5 million. We believe that this represents an
attractive valuation as compared to some recent comparable market
valuations and is the subject of an independent Fairness Opinion
prepared by Houlihan Capital, LLC.
- Modulex’s disruptive construction technology addresses the
urgent requirements for infrastructure such as healthcare, offices,
and affordable housing in emerging and growth markets and
beyond.
- The global construction market is expected to grow by US$4.5
trillion between 2020 and 2030 to reach US$15.2 trillion with
US$8.9 trillion in emerging markets in 2030.
- Modulex is currently constructing the world’s largest Mega
Factory™ for steel modular buildings in India to supply to the high
growth Indian real estate market and to export to the US, UK, and
the EU.
- Modulex has secured an order pipeline of £37.5 million from
customers in the UK and India and support of marquee real estate
investors including Ajmera Group, Delta Corp., and Ethix Group
through their participation as shareholders in the Indian
subsidiary of Modulex.
- The business combination will facilitate funding for five
factories across South Korea, Vietnam, Brazil, Egypt and the US and
positions Modulex to roll out a further 15 factories across
emerging markets.
- The transaction is expected to close as early as the second
quarter of 2023, and the Combined Company will operate under the
Modulex name and anticipates being listed on the Nasdaq Capital
Market under the symbol “MDLX.”
Modulex Modular Buildings Plc (“Modulex”), a UK-based, globally
focused “ConstrucTech” manufacturer of modular buildings and PHP
Ventures Acquisition Corp. (“PHP”) (Nasdaq: PPHP / PPHPU / PPHPW /
PPHPR), a special purpose acquisition company, today announced the
signing of a definitive business combination agreement (the
“Business Combination Agreement” or “BCA”). After the closing of
the transactions (the “Transactions”) contemplated in the BCA,
Modulex will become a publicly listed company and PHP will become a
subsidiary of Modulex (the “Combined Company”). Modulex expects to
be listed on the Nasdaq Capital Market under the symbol “MDLX.”
This press release features multimedia. View
the full release here:
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MODULEX HIGHLIGHTS
Modulex is a cutting-edge, UK-headquartered “ConstrucTech”
company offering Carbon Net Zero certified, advanced 3D volumetric
steel modular buildings embedded with EmergingTech such as AI,
Blockchain and IoT – Modular Buildings 2.0. Modular Building 2.0
that allows for fast optimized design in minutes, traceable quality
assurance, live monitoring utilizing IoT, and certified carbon net
zero buildings. The application of Modulex’s technology shortens
design and construction time, provides high quality construction,
lowers construction and maintenance costs, and meets the highest
building standards. Modulex building structures are extremely
airtight and ensure energy efficiency and they are fully
mortgageable.
Modulex is currently building the world’s largest steel modular
buildings factory in India, a MegaFactory™ to supply into the UK,
EU, US, and Indian market. The MegaFactory™ will feature a 40-acre
manufacturing facility located 280 km from Mumbai, functioning as a
manufacturing cluster producing fully fitted steel modular
buildings, bathroom pods, doors, and windows. The MegaFactory™ will
be ISO 9000, 14000, 31000 and 26000 certified and fully ESG
compliant, will harvest rain to recycle water, and the site is
equipped with solar panels and organic farm food for the workers.
With an initial annual capacity of 300,000 square meters (scalable
to 1.2 million square meters) to enable volume to the supply chain
to directly impact the shortage of affordable housing and other
infrastructure requirements. These buildings manufactured at the
MegaFactory™ are expected to be BOPAS certified and eligible for
NHBC warranty. In order to support the transition of the
construction industry into offsite construction, steel modular
buildings in particular, Modulex will be offering credit to our
customers who have forward refinancing arrangements.
Modulex’s experienced senior management team is passionate about
creating a futuristic “ConstrucTech” business delivering the full
potential of “Modular Buildings 2.0” across high growth global
markets.
MANAGEMENT COMMENTS
Suchit Punnose, CEO and Founder of Modulex, stated, “How Apple
changed smartphones and how Tesla changed cars, is how Modulex will
change buildings with our Carbon Net Zero certified IoT enabled
SMART building technology. We are pleased to have the support of
top-tier investors and access to the U.S. capital markets following
the closing of this proposed transaction, which we believe will
further strengthen Modulex and will allow us to continue our global
rollout of MegaFactories™ across high growth markets with a
diversified order pipeline from marquee investors.
“This transaction highlights the immense value investors see in
Modulex when comparing our numbers with those of our competitors in
the global construction technology markets,” Punnose continued. “We
have both a solid foundation and a clear roadmap to expand our
model. This transaction will propel us to take our British offsite
steel modular building technology global to cater to rising demand
in growth markets such as India and other BRICS and N11 nations and
continue building our staff to further these efforts along.”
Marcus Choo Yeow Ngoh, CEO of PHP, added, “Modulex has built a
solid foundation for growth with its advanced modular technology
and high-capacity factory to produce Carbon Net Zero buildings.
When we launched PHP Ventures Acquisition Corp., we did so with the
goal of identifying and partnering with a company or companies with
significant presence, or compelling potential to develop such a
presence, in Africa and other emerging markets. Modulex matches
these criteria, and we believe that partnering with it will fuel
its expansion with regional construction growth expected to be
highest in Sub-Saharan Africa followed by emerging Asia. By
harnessing the power of emerging technologies, Modulex can focus on
expansion and geographic diversification in India, Saudi Arabia,
South Korea, and the U.S., while following the Triple P Bottom line
of planet, people, and profit. With a planned roll out of 20
factories in 15 countries, we believe Modulex will generate strong
returns at attractive margins.”
TRANSACTION TERMS & FINANCING
- The Combined Company would have an approximate post-transaction
equity market capitalization of $723 million assuming a $10.00 per
share price and no redemptions by PHP stockholders and completion
of an additional US$30 million of financing.
- Pursuant to the terms of the Business Combination Agreement, at
closing of the Transactions, the following is expected to occur:
(i) a newly-organized, wholly-owned subsidiary of Modulex will
merge into PHP (the “Merger”) resulting in PHP becoming a
wholly-owned subsidiary of Modulex, (ii) Modulex will register as a
publicly traded company and parent of PHP, (iii) Modulex’s existing
shares will be split to facilitate a fully diluted value per
Modulex share of US$10, and (iv) PHP’s common stock and warrants to
purchase PHP common stock will be exchanged on a one-for-one basis
for Modulex Ordinary Shares and warrants to purchase Modulex
Ordinary Shares, respectively.
- Prior to the closing of the BCA, but subject to the completion
of the Merger, Modulex will effect a recapitalization of its
outstanding equity securities so that the pre-Merger holders of
Modulex Ordinary Shares, options and warrants to acquire Modulex
Ordinary Shares will have shares (or the right to acquire shares,
as applicable) valued at $10.00 per share and having a total value
of $600 million, which does not include any shares issued as part
of any pre-transaction rounds of financing in Modulex. This will
result in the pre-Merger and pre-financing Modulex shareholders
holding approximately 86.21% post transaction undiluted Modulex
Ordinary Shares, assuming no redemptions by PHP shareholders, and
other assumptions to be set forth in a registration statement to be
filed by Modulex on Form F-4 (the “Registration Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”). Actual
percentages set forth in this registration statement may differ
materially from the estimates of shareholdings set forth in this
press release.
- All pre-Merger directors, officers and founding shareholders of
Modulex Ordinary Shares will be subject to a lockup of 90% of their
shares for a period ending three years from the closing of the
merger. Additionally, minority shareholders of Modulex will be
subject to a lockup of 90% of their shares for a period of two
years from the closing date of the merger. The closing of this
proposed Transactions is subject to agreement to these lockups by
90% of the minority shareholders and founding shareholders,
respectively, which term may be amended or waived by PHP at their
sole discretion.
- In addition to the $58 million held in PHP’s trust account
(assuming no redemptions by PHP’s shareholders), proceeds to the
Combined Company in the proposed business combination (the
“Business Combination”) for PHP and Modulex would potentially
include up to US$30 million in pre-transaction financing, a PIPE,
or other alternatives. The final amount of any pre-transaction
financing, or financing in connection with the proposed Business
Combination, if any, to be raised is by mutual agreement and
dependent on market conditions, and related terms, if any, have not
been finalized.
- The Combined Company is expected to receive net proceeds after
the US$30 million financing of approximately US$82.5 million
assuming no redemptions and after transaction-related expenses of
approximately US$5.6 million (not including fees payable to the
underwriter in PHP’s IPO as deferred compensation). Use of net
proceeds, among other things, is expected to fund development for
organic growth and expansion, including funding for five factories
across South Korea, Vietnam, Brazil, Egypt and the U.S. and
positions Modulex to roll out a further 15 factories across
emerging markets, and for working capital.
The Business Combination has been unanimously approved by the
boards of directors of both PHP and Modulex, and is expected to
close in the second quarter of 2023, subject to review and approval
by the SEC of the Registration Statement to be filed with the SEC,
regulatory and stockholder approvals and other customary closing
conditions set forth in the BCA. Additional information about the
proposed transaction, including a copy of the Business Combination
Agreement, will be available in a Current Report on Form 8-K to be
filed by PHP with the SEC and at www.sec.gov.
FINANCING
The group may seek up to US$30 million in pre-transaction
financing, a PIPE, or other financing alternatives prior to the
closing of the Business Combination with a transaction structure
yet to be determined. The closing of the Business Combination has
no minimum closing condition.
BOARD & MANAGEMENT
The Combined Company will operate under the Modulex name and
will be led by an outstanding board of directors and leadership
team including following persons:
Suchit Punnose - Founder and CEO and Director
- More than 25 years of experience as an entrepreneur
- Founder of Red Ribbon Asset Management Plc, an investment
incubator focused on emerging markets and a principal shareholder
in Modulex
- Investments in real estate, equities, and manufacturing
Richard Ogden - Senior Advisor to the Board
- More than 50 years of experience in construction industry
- Former Chairman of Buildoffsite
- Extensive experience in both public and private sectors within
the industry
Ajay Palekar - Managing Director India
- Operations expert with more than 35 years of experience in
manufacturing, logistics and supply chain
- Managed more than 6,500 personnel in last assignment across two
countries
Taariq Mauthoor - Chief Technology Officer
- More than 20 years of experience in the built environment
sector
- Chartered Engineer in Sustainable Design & Engineering
- Strategic advisor to various international corporate finance
entities targeting impact investments
The parties also anticipate that certain other directors will
join the Modulex board of directors upon closing of the Business
Combination, including the following individuals who have agreed to
be named as having these prospective positions:
Garry Stein - Non-Executive Director
- Audit Committee Chair
- More than 50 years’ experience in executive roles in banking,
investment management, mergers & acquisitions, private equity,
natural resources, technology, and strategic planning
- Current and past director of numerous public and private
companies, including PHP
Renu Bhatia - Non-Executive Director
- More than 25 years of experience in the financial service,
fintech, and health care sectors and Cofounder Opharmic
Technology
- Deputy Chair of the Listing Committee of the Hong Kong Stock
Exchange and Member of Board of Review – Inland Revenue
- Numerous awards and honours, including recognition as one of
the “Top 100 Women in Fintech”
Mark Isaacson - Non-Executive Director
- Compensation Committee Chair
- More than 25 years in senior executive and advisory roles
- Significant experience in senior international M&A
transactions, including a lead role to acquire 2 US major league
baseball teams
- Current and past senior business and political advisory roles
in the US and globally
ADVISORS
Nelson Mullins Riley & Scarborough LLP is serving as legal
advisor to PHP. Rimon PC is serving as legal advisor to Modulex.
Memery Crystal is serving as U.K. counsel to Modulex.
EF Hutton, division of Benchmark Investments, LLC, is serving as
capital markets advisor. ARC Group Limited is acting as sole
financial advisor to Modulex.
PHP has received a favourable independent Fairness Opinion from
Houlihan Capital, LLC on the transaction terms.
WEBCAST
Modulex and PHP will host a joint conference call and webcast to
discuss the proposed Transactions at a time to be announced in the
near future. A telephone replay will be available for approximately
14 days after. The webcast, detailed investor presentation, and
other materials will be available on PHP’s website,
www.phpventures.com and at Modulex’s website at
www.modulexglobal.com once released. Additionally, PHP has filed
the investor presentation with the SEC as an exhibit to a Current
Report on Form 8-K, which is available on the SEC website at
www.sec.gov.
ABOUT MODULEX
Modulex Modular Buildings Plc, headquartered in the United
Kingdom with additional offices in India and Mauritius, is a
cutting-edge “ConstrucTech” company manufacturing 3D volumetric
steel modular buildings and harnessing emerging technologies, such
as Artificial Intelligence, Blockchain & Internet of Things
(IoT), to meet the burgeoning housing and infrastructure needs at a
rapid pace and with optimal cost efficiency by delivering “Modular
Buildings 2.0.”
Modulex is an incubation business developed by Red Ribbon Asset
Management Plc, a Mainstream Impact Investing company, which
intends to take disruptive construction technology to emerging and
growth markets where there is an urgent need for infrastructure
such as healthcare, offices, and affordable housing. For more
information, visit www.modulexglobal.com.
ABOUT PHP VENTURES ACQUISITION CORP.
PHP Ventures Acquisition Corp. is a newly organized blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or
similar business combination with one or more businesses. The
Company is led by Marcus Choo Yeow Ngoh, the Company's Chairman of
the Board and Chief Executive Officer, and Garry Richard Stein, the
Company's Chief Financial Officer. PHP is sponsored by Global Link
Investment LLC. For more information visit www.phpventures.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed Business Combination, PHP
intends to file the Registration Statement containing proxy
materials in the form of a proxy statement with the SEC. The Form
F-4 will include a proxy statement to be distributed to holders of
PHP’s common stock in connection with PHP’s solicitation of proxies
for the vote by PHP’s stockholders with respect to the proposed
Business Combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of securities to be issued to Modulex’s shareholders in
connection with the proposed Business Combination. After the
Registration Statement has been filed and declared effective, PHP
will mail a definitive proxy statement, when available, to its
shareholders.
Investors and security holders and other interested parties are
urged to read the Registration Statement, any amendments thereto
and any other documents filed or to be filed with the SEC carefully
and in their entirety when they become available because they will
contain important information about PHP, Modulex and the proposed
Business Combination. Additionally, PHP will file other relevant
materials with the SEC in connection with the Business Combination.
Copies may be obtained free of charge at the SEC’s web site at
www.sec.gov. Securityholders of PHP are urged to read the
Registration Statement and the other relevant materials when they
become available before making any voting decision with respect to
the proposed Business Combination because they will contain
important information about the Business Combination and the
parties to the Business Combination.
PARTICIPANTS IN THE SOLICITATION
PHP and Modulex and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the proposed Business Combination under the
rules of the SEC. Security holders may obtain more detailed
information regarding the names, affiliations, and interests of
certain of PHP’s executive officers and directors in the
solicitation by reading PHP’s Registration Statement and other
relevant materials filed with the SEC in connection with the
Business Combination when they become available. Information about
the directors and executive officers of PHP is set forth in PHP’s
annual report for the year ended December 31, 2021, on Forms filed
with the SEC, i.e., Form S-1, several Forms 8-K and Forms 10-Q.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders
in connection with the proposed Business Combination will be set
forth in the Registration Statement when it is filed with the SEC.
These documents can be obtained free of charge at www.sec.gov.
Modulex and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of PHP in connection with the proposed Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Business Combination will be included in the Registration Statement
filed in connection with the proposed Business Combination.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed Business Combination, within the meaning of the federal
securities laws. Forward-looking statements may include, but are
not limited to, statements with respect to Modulex’s products, the
likelihood of regulatory approval of such products and their
proposed uses; Modulex's growth prospects and Modulex's potential
target markets, as well as the size of those markets; Modulex's
projected financial and operational performance; new product and
service offerings Modulex may introduce in the future; the
potential business combination, including the implied business
value, the expected post-closing ownership structure and the
likelihood and ability of the parties to successfully consummate
the potential transaction; the anticipated effect of the
announcement or pendency of the proposed business combination on
PHP’s or Modulex's business relationships, performance, and
business generally; and other statements regarding PHP’s and
Modulex’s expectations, hopes, beliefs, intentions or strategies
regarding the future.
In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intends," "outlook," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would,"
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. You should carefully consider
the risks and uncertainties described in the "Risk Factors" section
of any proxy statement relating to the proposed business
combination, which is expected to be filed by PHP with the SEC,
other documents filed by PHP from time to time with SEC, and any
risk factors made available to you in connection with PHP, Modulex
and the transaction. These forward-looking statements involve a
number of risks and uncertainties (some of which are beyond the
control of PHP and Modulex), and other assumptions, which may cause
the actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. No
assurance can be given that the business combination discussed
above will be completed on the terms described, or at all.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of PHP, including those set forth
in the Risk Factors section of the Registration Statement and
preliminary proxy statement for the proposed Business Combination.
Copies of these documents are or will be available on the SEC’s
website, www.sec.gov. PHP undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
In addition to factors previously disclosed in PHP’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: (i) the risk that the transactions
contemplated by the Business Combination Agreement may not be
completed in a timely manner or at all, which may adversely affect
the price of PHP’s securities; (ii) the risk that the transactions
contemplated by the Business Combination Agreement may not be
completed by PHP’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by PHP; (iii) the failure to satisfy the conditions to
the consummation of the transactions contemplated by the Business
Combination Agreement, including the adoption of the Business
Combination Agreement by the stockholders of PHP, the satisfaction
of the minimum cash amount following redemptions by PHP’s public
stockholders, (iv) the receipt of certain governmental and
regulatory approvals; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Business Combination Agreement; (vi) the potential effect of the
announcement or pendency of the transactions contemplated by the
Business Combination Agreement on Modulex’s business relationships,
performance and business generally; (vii) risks that the
transactions contemplated by the Business Combination Agreement
disrupt current plans and operations of Modulex; (viii) the outcome
of any legal proceedings that may be instituted against Modulex or
PHP related to the Business Combination Agreement or the
transactions contemplated thereby; (ix) the risk that PHP will be
unable to maintain the listing of PHP’s securities on Nasdaq
Capital Market; (x) the risk that the price of PHP’s securities,
including following the Closing, may be volatile due to a variety
of factors, including changes in the competitive and regulated
industries in which Modulex operates, variations in performance
across competitors, changes in laws and regulations affecting
Modulex’s business and changes in the capital structure; (xi) the
inability to implement business plans, forecasts, and other
expectations after the completion of the transactions contemplated
by the Business Combination Agreement, and identify and realize
additional opportunities; (xii) the risk of downturns and the
possibility of rapid change in the highly competitive industry in
which Modulex operates, (xiii) the risk of changes in applicable
law, rules, regulations, regulatory guidance, or social conditions
in the countries in which Modulex’s customers and suppliers operate
in that could adversely impact Modulex’s operations or the SPAC
market generally; (xiv) the risk of supply chain and supply route
challenges, including COVID-19, could result in delays or increased
costs for Modulex and partners deploying their technologies; (xv)
the risk that Modulex may not achieve or sustain profitability;
(xvi) the risk that Modulex will need to raise additional capital
to execute its business plan, which may not be available on
acceptable terms or at all; (xvii) the risk that Modulex
experiences difficulties in managing its growth and expanding
operations; (xviii) the inability to complete a PIPE financing on
attractive terms or at all; (xix) changes in overall economic
conditions that impact spending on Modulex’s products; and (xx)
deterioration in conditions of the building construction industry
or in broader economic conditions.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties, and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about PHP and
Modulex or the date of such information in the case of information
from persons other than PHP or Modulex, and we disclaim any
intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
communication. Forecasts and estimates regarding Modulex’s industry
and end markets are based on sources we believe to be reliable,
however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part. Annualized, pro forma,
projected, and estimated numbers are used for illustrative purposes
only, are not forecasts and may not reflect actual results.
NO OFFER OR SOLICITATION
This press release relates to a proposed Business Combination
between PHP and Modulex and is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of PHP or Modulex, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
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MZ Group Chris Tyson +1 (949) 491-8235
PPHP@mzgroup.us
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