Similar documents
IFS Capital Limited. (Incorporated in the Republic of Singapore) Company Registration No C

Great Group Holdings Limited Company Registration No W (Incorporated in the Republic of Singapore)


UPDATE ON THE PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS CUM WARRANTS ISSUE

(Company Registration No C) (Incorporated in the Republic of Singapore)

WE HOLDINGS LTD. (Company Registration No D) (Incorporated in the Republic of Singapore) ( Company )


LEY CHOON GROUP HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No G)

2. RATIONALE FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS

SAMKO TIMBER LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: M)

ASJ HOLDING LIMITED (Incorporated in the Republic of Singapore) (Company Registration No N)

PINE CAPITAL GROUP LIMITED

FSL TRUST MANAGEMENT PTE. LTD. (As Trustee-Manager of First Ship Lease Trust) (Company Registration No R) (Incorporated in Singapore)

CHARISMA ENERGY SERVICES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No D)

INTERRA RESOURCES LIMITED Singapore Company Registration No Z Australian Business No

CHANGE IN CAPITAL :: PLACEMENT :: PROPOSED PLACEMENT OF 10,000,000 NEW ORDINARY SHARES DRAGON GROUP INTL LIMITED C DRAGON GROUP INTL LIMITED

SINGAPORE EDEVELOPMENT LIMITED (Company Registration No W) (Incorporated in the Republic of Singapore)

LEY CHOON GROUP HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No G)

CHARISMA ENERGY SERVICES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: D)

GLOBAL YELLOW PAGES LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore)

ASL MARINE HOLDINGS LTD. (CO. REG. NO N) PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE

AGV GROUP LIMITED (Company Registration No H) (Incorporated in the Republic of Singapore on 2 October 2015)

CHANGE IN CAPITAL :: PLACEMENT :: PROPOSED PLACEMENT OF 30,000,000 NEW ORDINARY SHARES DRAGON GROUP INTL LIMITED C DRAGON GROUP INTL LIMITED

CHANGE IN CAPITAL :: PLACEMENT :: PROPOSED ISSUE AND SUBSCRIPTION OF 41,800,000 NEW ORDINARY SHARES JACKSPEED CORPORATION LIMITED

IPCO INTERNATIONAL LIMITED

Not for Publication or Distribution in the United States, Canada, Japan or Australia

BOLDTEK HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No D)

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 752,402,733 NEW ORDINARY SHARES ( SHARES ) IN THE CAPITAL OF AUSGROUP LIMITED

THE PROPOSED ACQUISITION OF SHARES IN THE CAPITAL OF UNITED INDUSTRIAL CORPORATION LIMITED

CAPITALAND LIMITED Registration Number: N (Incorporated in the Republic of Singapore) ANNOUNCEMENT

PROPOSED GRANT OF A CONVERTIBLE LOAN OF AN AMOUNT OF S$1.45 MILLION

RIVERSTONE HOLDINGS LIMITED

PROPOSED NON-RENOUNCEABLE NON-UNDERWRITTEN PREFERENTIAL OFFERING OF NOTES WITH WARRANTS

OCEANUS GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: D) PROPOSED DEBT RESTRUCTURING OF THE COMPANY

BRC ASIA LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore) PROPOSED ISSUE OF CONVERTIBLE BONDS

KOH BROTHERS GROUP LIMITED (Company Registration No D) (Incorporated in Singapore)

JK TECH HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No H)

JB FOODS LIMITED (Company Registration No D) (Incorporated in the Republic of Singapore)

(Incorporated in the Republic of Singapore) (Company Registration No C)

GAYLIN HOLDINGS LIMITED (Company Registration No M) (Incorporated in Singapore)

THE TRENDLINES GROUP LTD. (the Company ) (Company Number: ) (Incorporated in Israel)

ADDVALUE TECHNOLOGIES LTD

LIFEBRANDZ LTD. (Incorporated in Singapore) (Company Registration No E)

PROPOSED PLACEMENT OF 350,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF SIIC ENVIRONMENT HOLDINGS LTD. (THE PLACEMENT )

MTQ CORPORATION LIMITED (Incorporated in Singapore) (Company Registration No Z) PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS CUM WARRANTS ISSUE

KOH BROTHERS ECO ENGINEERING LIMITED (Company Registration No H) (Incorporated in Singapore)

OCEAN SKY INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No E)

EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No E)

UNITED OVERSEAS INSURANCE LIMITED (Incorporated in the Republic of Singapore) Company Registration No R

Z-Obee Holdings Limited *

ZIWO HOLDINGS LTD. Company Registration No Z (Incorporated in the Republic of Singapore)

ENVICTUS INTERNATIONAL HLDGLTD SG1CF BQD

CEDAR STRATEGIC HOLDINGS LTD. (Incorporated in the Republic of Singapore) (Company Registration No Z)

UNITED FOOD HOLDINGS LIMITED BMG9232V2045 AZR

PROPOSED PLACEMENT OF 28,803,000 NEW ORDINARY SHARES IN THE CAPITAL OF TRITECH GROUP LIMITED

YONGNAM HOLDINGS LIMITED (Company Registration No N) (Incorporated in the Republic of Singapore on 19 October 1994)

F J BENJAMIN HOLDINGS LTD


ELEKTROMOTIVE GROUP LIMITED

SINCAP GROUP LIMITED (Incorporated in the Republic of Singapore on 10 March 2010) (Company Registration No G)

SINJIA LAND LIMITED (Incorporated in the Singapore on 26 February 2004) (Company Registration No C)

ADDVALUE TECHNOLOGIES LTD

TT INTERNATIONAL LIMITED (Incorporated in Singapore) (Company Registration Number: D)

HONG LEONG ASIA LTD. (Incorporated in the Republic of Singapore) (Company Registration No G)

PROPOSED ACQUISITIONS OF SHARES AND DEBT AS AN INTERESTED PERSON TRANSACTION

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

SINGHAIYI GROUP LTD. (Company Registration No K) (Incorporated in the Republic of Singapore)

SOILBUILD CONSTRUCTION GROUP LTD. PROPOSED PRO RATA AND NON-RENOUNCEABLE NON-UNDERWRITTEN PREFERENTIAL OFFERING OF WARRANTS

SINCAP GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: G)

Notice of Annual General Meeting

VALLIANZ HOLDINGS LIMITED

(Company Registration Number: R) (Incorporated in the Republic of Singapore)

ASIAPHOS LIMITED Company Registration No G (Incorporated in the Republic of Singapore)

ANNOUNCEMENT The details of the Investors in relation to the Placement are set out as follows:

PROPOSED SUBSCRIPTION OF REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN ENERGISER ENTERPRISE SDN BHD

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 145,506,074 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY

LOYZ ENERGY LIMITED (Incorporated in the Republic of Singapore) (Company Registration No M)

NAM CHEONG LIMITED (Company Registration No ) (Incorporated in Bermuda)) ANNOUNCEMENT

SHINING CORPORATION LTD

DUTY FREE INTERNATIONAL LIMITED (Registration No E)

SINCAP GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: G)

ISDN Holdings Limited 億仕登控股有限公司 (Incorporated in the Republic of Singapore with limited liability)

MIRACH ENERGY LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: E)

WILTON RESOURCES CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: D) (the Company )

RAMBA ENERGY LIMITED

China Data Broadcasting Holdings Limited *

LHN LIMITED 賢能集團有限公司 * (Incorporated in the Republic of Singapore with limited liability) (Hong Kong Stock Code: 1730) (Singapore Stock Code: 41O)

RH PETROGAS LIMITED (Registration Number: Z)

PROPOSED PLACEMENT OF 26,000,000 NEW ORDINARY SHARES IN THE SHARE CAPITAL OF VIBRANT GROUP LIMITED (THE "COMPANY") AT THE ISSUE PRICE OF S$0

FAR EAST ORCHARD LIMITED SG2P O10

The Company, GREIC and GREIH shall hereinafter be collectively referred to as the Parties.

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 91,157,604 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY

1 of 1 12/12/2018, 7:08 PM

CSC HOLDINGS LIMITED CIRCULAR THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

SINGAPORE POST LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: M)

(Incorporated in the Republic of Singapore) (Registration No: H)

VIVA INDUSTRIAL TRUST

i-cable COMMUNICATIONS LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 1097)

STAMFORD LAND CORPORATION LTD (Incorporated in the Republic of Singapore) (Company Registration Number: H)

KING WAN CORPORATION LIMITED CIRCULAR TO SHAREHOLDERS

Transcription:

REPL::Rights::Voluntary http://infopub.sgx.com/apps?a=cow_corpannouncement_content&b=announcem... Page 1 of 2 7/29/2016 REPL::Rights::Voluntary Issuer & Securities Issuer/ Manager Security IFS CAPITAL LIMITED IFS CAPITAL LIMITED - SG1A35000706 - I49 Announcement Details Announcement Title Outcome of Regulatory Review Date & Time of Broadcast 29-Jul-2016 17:34:23 Status Corporate Action Reference Submitted By (Co./ Ind. Name) Designation Event Status Underwritten Shareholders' Approval Required? Shareholders' Approval Obtained Replacement SG160506RHDIML1I Chionh Yi Chian Company Secretary Pending AIP/ LQN Announcement Yes Financial Year End 31/12/2016 Foreign Shareholder Eligibility Attachment for Intent Proposed Renounceable n-written Rights Issue.pdf Regulatory Outcome Attachment For Regulatory Outcome SGX_Announcement_29July2016.pdf Event Narrative Narrative Type Additional Text Narrative Text PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE WITH AN IRREVOCABLE UNDERTAKING PROVIDED BY A SUBSTANTIAL SHAREHOLDER TO SUBSCRIBE FOR ITS RIGHTS ENTITLEMENTS AND ALL OF THE RIGHTS SHARES UNSUBSCRIBED AT THE CLOSE OF THE RIGHTS ISSUE Dates Rights Details Security t Found? Renounceable Rights Security Distribution Ratio- Underlying Rights Security Distribution Ratio- Rights Security Yes 2 3 Option Exercise

REPL::Rights::Voluntary http://infopub.sgx.com/apps?a=cow_corpannouncement_content&b=announcem... Page 2 of 2 7/29/2016 Issue Price (Per Rights) SGD 0.22 Disbursed Security ISIN Name Security Type Distribution Ratio- Rights Distribution Ratio- Disbursed SG1A35000706 IFS CAPITAL LIMITED Ordinary Share 3 2 Renounceable Conditions Allow Over Subscription Attachments Yes Proposed Renounceable n-written Rights Issue.pdf SGX_Announcement_29July2016.pdf Total size =102K Related Announcements 06/05/2016 20:55:33 Like 0 Tweet 0

IFS Capital Limited (Incorporated in the Republic of Singapore) Company Registration. 198700827C PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE WITH AN IRREVOCABLE UNDERTAKING PROVIDED BY A SUBSTANTIAL SHAREHOLDER TO SUBSCRIBE FOR ITS RIGHTS ENTITLEMENTS AND ALL OF THE RIGHTS SHARES UNSUBSCRIBED AT THE CLOSE OF THE RIGHTS ISSUE 1 INTRODUCTION The Board of Directors ( Board or Directors ) of IFS Capital Limited (the Company ) refers to the announcement released by the Company on 6 May 2016 in relation to the Rights Issue ( Announcement ). Unless otherwise defined, all terms and references used herein shall bear the same meanings ascribed to them in the Announcement. 2 CLARIFICATION OF THE PARTIES ACTING IN CONCERT WITH THE UNDERTAKING SHAREHOLDER AND MR. LIM HUA MIN The Board refers to the Announcement and wishes to provide the following clarifications:- (a) The list of parties ( Other Parties ) presumed to be acting in concert with the Undertaking Shareholder and Mr. Lim Hua Min is as follows:- Name Teo Yew Hock Chan Poh Yoke Lim Wah Lin Lim Wah Tong Lim Wah Sai Lim May-Tjuen Lynette Lim Hua Tiong Ling Hua Leong Lim Ai Choo Lim Siew Eng Lim Siew Hong Lee Soon Kie Relationship Executive Director of Phillip Securities Pte Ltd Mother of Mr. Lim Hua Min Brother of Mr. Lim Hua Min and Executive Director of the Undertaking Shareholder Brother of Mr. Lim Hua Min and Executive Director of the Undertaking Shareholder Brother of Mr. Lim Hua Min and Executive Director of Phillip Securities (HK) Limited Daughter of Mr. Lim Hua Min Brother of Mr. Lim Hua Min Brother of Mr. Lim Hua Min Sister of Mr. Lim Hua Min Sister of Mr. Lim Hua Min Sister of Mr. Lim Hua Min Former Group Chief Executive Officer and Executive Director of the Company and also previously held directorships of various companies controlled by Mr. Lim Hua Min 1

(b) As at the date of this announcement, the Other Parties who have an interest in the Shares is as follows:- Number of Shares Direct Interest Deemed Interest Total (1) (%) Teo Yew Hock 413,260-0.27 Chan Poh Yoke 145,200-0.10 Lim Wah Lin 145,200-0.10 Lim Wah Tong 145,200-0.10 Lim Wah Sai 514,250-0.34 Lim May-Tjuen Lynette 14,520-0.01 Lee Soon Kie 992,900 (2) - 0.66 tes:- (1) Based on 150,387,866 Issued Shares. (2) Based on the CDP shareholding list as at 30 June 2016. In aggregate, the Undertaking Shareholder, Mr. Lim Hua Min and the Other Parties (collectively, the Concert Parties ) have a direct and deemed interest in 63,860,487 Shares which represents 42.46% of the voting rights of the Company. (c) (d) On the assumption that all the Entitled Shareholders subscribe for their respective pro rata entitlements to the Rights Shares and no new Share is issued on or prior to completion of the Rights Issue, upon completion of the Rights Issue, the Concert Parties will have an interest in 159,651,216 Shares, representing approximately 42.46% of the voting rights of the Company. On the assumption that there is zero subscription application for the Rights Shares, no new Share is issued on or prior to completion of the Rights Issue and the Undertaking Shareholder subscribes for its rights entitlements and an excess application for all the Rights Shares excluding its rights entitlements, amounting to 225,581,799 Rights Shares, upon completion of the Rights Issue, the Concert Parties will have an interest in 289,442,286 Shares, representing approximately 76.99% of the voting rights of the Company. 3 RECEIPT OF WHITEWASH WAIVER FROM THE SECURITIES INDUSTRY COUNCIL The Board wishes to announce that, on 20 May 2016, the Securities Industry Council granted the Whitewash Waiver subject to the following conditions:- (a) (b) (c) (d) a majority of holders of voting rights of the Company approve at a general meeting, before the Rights Issue, the Proposed Whitewash Resolution by way of a poll to waive their rights to receive a general offer from the Concert Parties; the Proposed Whitewash Resolution is separate from other resolutions; the Concert Parties and parties not independent of the Concert Parties abstain from voting on the Proposed Whitewash Resolution; the Concert Parties did not acquire or are not to acquire any Shares or instruments convertible into and options in respect of Shares (other than subscriptions for, rights to subscribe for, instruments convertible into or options in respect of new Shares which have been disclosed in the circular to Shareholders ( Circular )):- 2

(i) (ii) during the period between the Announcement and the date Shareholders approval is obtained for the Proposed Whitewash Resolution; and in the six months prior to the Announcement but subsequent to negotiations, discussions or the reaching of understandings or agreements with the Directors in relation to the Rights Issue; (e) (f) the Company appoints an independent financial adviser to advise the Independent Shareholders on the Proposed Whitewash Resolution; the Company sets out clearly in the Circular:- (i) (ii) (iii) (iv) (v) (vi) details of the Rights Issue, including the Irrevocable Undertaking; the dilution effect of the issue of the Rights Shares to existing holders of voting rights; the number and percentage of voting rights in the Company as well as the number of instruments convertible into, rights to subscribe for and options in respect of Shares held by the Concert Parties at the latest practicable date; the number and percentage of voting rights to be acquired by the Concert Parties upon the acquisition of the Rights Shares; specific and prominent reference to the fact that the acquisition of Rights Shares by the Undertaking Shareholder pursuant to the Irrevocable Undertaking could result in the Concert Parties holding Shares carrying over 49% of the voting rights of the Company based on its enlarged issued share capital, and the fact that the Concert Parties will as a result be free to acquire further Shares without incurring any obligation under Rule 14 of the Singapore Code on Take-overs and Mergers to make a Mandatory Offer; specific and prominent reference to the fact that the Independent Shareholders, by voting for the Proposed Whitewash Resolution, are waiving their rights to a Mandatory Offer from the Undertaking Shareholder at the highest price paid by the Concert Parties for the Shares in the past six months preceding the commencement of the offer; (g) (h) (i) the Circular states that the Whitewash Waiver is subject to the conditions stated in Paragraphs 3.1(a) to 3.1(f) above; the Company obtains the approval of the Securities Industry Council in advance for those parts of the Circular that refer to the Proposed Whitewash Resolution; and to rely on the Proposed Whitewash Resolution, the acquisition of Rights Shares by the Undertaking Shareholder must be completed within three months of the approval of the Proposed Whitewash Resolution. 4 RECEIPT OF IN-PRINCIPLE APPROVAL OF THE SGX-ST The Board wishes to announce that the Company has, on 13 July 2016, received the inprinciple approval ( AIP ) of the SGX-ST for the dealing in, listing of and quotation for the 225,581,799 Rights Shares on the Mainboard of the SGX-ST. The AIP is subject to the following conditions:- (a) (b) compliance with the listing requirements of the SGX-ST; the approval of Shareholders for the Rights Issue; 3

(c) a written undertaking from the Company that it will comply with Rules 704(30), 815, 1207(20) of the Listing Manual in relation to the use of the proceeds from the Rights Issue and where proceeds are to be used for working capital purposes, the Company will disclose a breakdown with specific details on the use of proceeds for working capital in the Company s announcements on use of proceeds and in the annual report; (d) (e) (f) a written undertaking from the Company that it will comply with Rule 877(10) of the Listing Manual with regards to the allotment of any excess Rights Shares; a written confirmation from financial institution(s) as required under Rule 877(9) of the Listing Manual that the undertaking shareholders who have given the irrevocable undertaking have sufficient financial resources to fulfil their obligations under its undertakings; and compliance with all relevant laws and regulations in connection with the Rights Issue. The AIP is not to be taken as an indication of the merits of the Rights Issue, the Rights Shares, the Company and/or its subsidiaries. By Order of the Board Chionh Yi Chian Company Secretary 29 July 2016 Singapore 4