TIDMNTLG
RNS Number : 3849Y
New Trend Lifestyle Group plc
08 September 2020
8 September 2020
RNS ANNOUNCEMENT: The information communicated in this
announcement contains inside information for the purposes of
Article 7 of Regulation 596/2014.
NEW TR LIFESTYLE GROUP PLC
("NTLG" or "the Company" or "the Group")
(to be re-named Conduity Capital plc)
Disposal of New Trend Lifestyle Pte . Ltd
Consolidation of Share Capital, Conditional Placing of New
Ordinary Shares, Grant of New Investor Warrants, Amendment of
Articles of Association, Change of Name and Notice of General
Meeting
Introduction
NTLG announces the Disposal of its 85.71 per cent. owned
subsidiary, New Trend Lifestyle Pte. Ltd, which is subject, inter
alia, to Shareholders' approval at a General Meeting which is to be
held at 10.15am on 1 October 2020 at the offices of Bracher Rawlins
LLP, 77 Kingsway, London, WC2B 6SR . In addition, the Company is
proposing a 10 for 1 share consolidation of the Company's ordinary
shares and a conditional placing with new investors, through the
Company's broker Peterhouse Capital Limited, to raise GBP1,000,000
before expenses, through the issue of 100,000,000 New Ordinary
Shares at the Issue Price, together with the grant of 50,000,000
Investor Warrants to the participants in the Placing. The
Consolidation will require an amendment to the Company's Articles
of Association to amend the nominal value of the Existing Ordinary
Shares of GBP0.001. Subject to the approval of the Consolidation,
there will be a Resolution (Resolution 3) proposed as a special
resolution to amend this reference to a nominal value of
GBP0.01.
In addition, the Company currently has insufficient authority to
dis-apply statutory pre-emption rights and therefore the Company is
seeking Shareholder approval to give the Directors the authority to
allot the Placing Shares, the Investor Warrants and the Broker
Warrants and to dis-apply statutory pre-emption rights in respect
thereof.
The Disposal will represent a fundamental change of business, as
well as a related party transaction, under the AIM Rules for
Companies following completion of which, the Company will become an
AIM Rule 15 cash shell.
The purpose of the Circular is to provide you with details of
the Proposals, to explain the background to and the reasons for the
Proposals and why all Directors recommend that Shareholders vote in
favour of Resolutions 2, 3, 4, 5 and 6 and the independent
directors (in respect of the Disposal) recommend that Shareholders
vote in favour of Resolution 1, all to be proposed at the General
Meeting.
The Proposals are all conditional, inter alia, on the passing of
the Resolutions by Shareholders at the General Meeting, notice of
which is set out in the Circular. If the Resolutions are passed,
admission of the Placing Shares to trading on AIM is expected to
occur on or about 8.00 a.m. on 2 October 2020.
Additionally, the Annual General Meeting of the Company is
scheduled for 10.00 am on 1 October 2020, and the Report and
Accounts for the year ended 31 December 2019 and notice of meeting
has been sent today to shareholders.
The Circular, and notices of meeting for the Annual General
Meeting and General Meeting are available on the Company's website:
www.newtrendlifestylegroup.com .
Proposed format of the General Meeting
At the time of publication of this Document there is the risk
associated with holding a physical general meeting given social
distancing requirements and the various other provisions that
follow from Covid-19. The Company is monitoring the announcements
by Department of Business, Energy and Industrial Strategy,
Financial Conduct Authority and the Financial Reporting Council and
others on such issues and are following their advice when taking
decisions on holding physical meetings. The current situation
following the enactment of the Corporate Insolvency and Governance
Act 2020 sets out that companies may hold closed general meetings
up to 30 September 2020, however, it is the Company's understanding
that it is likely that these measures will be extended for a
further three month period (to be confirmed by the UK Government).
On that basis , together with the continuing risk of localised
restrictions means that the Company has taken the decision that a
conventional general meeting is not practical unless both the
coronavirus (COVID-19) situation and the applicable guidance have
changed prior the date of the meeting. Unless Shareholders are
notified otherwise by the Company prior to the date of the meeting,
the alternative arrangements for the General Meeting, including
voting, set out in the Notice of General Meeting in the Circular
shall apply to this meeting.
Definitions
Definitions in this announcement have the same meaning as in the
Circular to Shareholders dated 8 September 2020.
For further information:
New Trend Lifestyle Group Plc
Gregory Collier, Non-Executive Chairman +44 (0) 7830 182501
SPARK Advisory Partners Limited (NOMAD) +44 (0) 20 3368
Mark Brady/Neil Baldwin 3550
Peterhouse Capital Limited (Broker) +44 (0) 20 7496
Heena Karani/Lucy Williams 0930
Background to and reasons for the Disposal and Placing
The Company has been seeking to grow through acquisition for a
number of years, with a view to mitigate against the decline in
sales and shareholder value as a result of difficult trading
conditions facing its existing business in Singapore.
Notwithstanding the efforts that have been made in this respect,
the Company has not been able to identify a suitable acquisition
target to date and, as a result, the Board believes that the costs
of being an AIM quoted company has not benefitted the Group.
Furthermore, on 14 April 2020, the Company issued a trading
update which included a notification that the Singapore Government
had announced that all non-essential businesses would be closed
from 7 April 2020 for one month to combat the spread of the
COVID-19 virus. This measure meant that the Group's operations were
closed for that period. The Singapore Government subsequently
extended this measure and shops were only allowed to re-open on 19
June 2020. The Directors believe that the Group's unaudited revenue
for the six months ending 30 June 2020 will be significantly below
that of the same period last year and trading since our re-opening
has not yet recovered to pre-COVID-19 virus levels. The uncertainty
created by this extended measure, and our trading since 19 June,
has made it very difficult to assess the outlook and prospects for
the business in its current form.
Accordingly , the Board believed that it was faced with the
following alternatives:
-- Fundraising for existing business: given the current and
continuing situation, the Board does not believe it will be able to
raise additional external equity and/or debt to fund the Group's
current activities or invest in the development of its trading
business, if the Company were to remain as an AIM-traded
company;
-- De-listing: the Board has considered seeking the cancellation
of its admission to trading on AIM ("De-listing") given the costs
of maintaining the listing, but then there would effectively be no
market in the Ordinary Shares, which could penalise Shareholders;
or
-- Disposal: the Company could dispose of New Trend Lifestyle
Pte. Ltd to the Company's CEO, Phang Song Hua, introduce new funds
into the Company (which would have become an AIM Rule 15 cash
shell), and look to adopt a new investing strategy, by seeking a
reverse takeover, to try and recover value for the
Shareholders.
Having considered the alternatives in detail with its advisers,
Ajay Rajpal and Gregory Collier (as the independent directors in
respect of the proposed Disposal) concluded that the best option
for Shareholders would be to dispose of its Singapore subsidiary,
New Trend Lifestyle Pte . Ltd, and raise additional funds to
consider new business opportunities and search for a potential
acquisition. It has been clear that the ability of the Company to
raise significant funds historically has been difficult due to the
recent trading history of the Group. No acquisition targets have
been identified at this time; however, a significant cash injection
will enable the Company to accelerate the search for new
opportunities. No geographical or industry limitations have been
set in the search for a target, which as an AIM Rule 15 cash shell
is required to be a reverse takeover under the AIM Rules.
Details of the Disposal
The Company is proposing to dispose of their 85 .71 % owned
subsidiary New Trend Lifestyle Pte . Ltd to Phang Song Hua, a
substantial shareholder and Chief Executive Officer of the Company.
This will result in New Trend Lifestyle plc becoming an AIM Rule 15
cash shell.
Summary of the Disposal Agreement
Against this background as set out above, the Company has today
entered into a conditional sale and purchase agreement ("SPA") with
Phang Song Hua for the sale by the Company of all the shares it
holds in New Trend Lifestyle Pte. Ltd (representing 85.71% of the
total shares). There are currently no guarantees between the
Company and New Trend Lifestyle Pte. Ltd, so following the disposal
the Company will not be responsible for its liabilities.
As at 31 December 2019, New Trend Lifestyle Pte . Ltd had net
audited liabilities of S$6,251,736 gross assets of S$6,995,647,
resulting in audited Net Assets of S$743,911. For the year ended 31
December 2019, New Trend Lifestyle Pte . Ltd made a profit before
tax of S$665,123. The consideration for New Trend Lifestyle Pte .
Ltd will be satisfied by a payment of S$100 (one hundred Singapore
Dollars). In addition, as part of the SPA completion arrangements,
a loan of S$1,145,099 (approximately GBP632,651) owed by the
Company to New Trend Lifestyle Pte. Ltd will be cancelled . The SPA
contains warranties only as to capacity and authority and title
from the Company and no other warranties from the Company.
The SPA is conditional on the passing of Resolutions 1, 4 and 5
, (which will include including the approval of Resolution 1
approving the Disposal by the Independent Shareholders ), and the
successful completion of the Placing.
The Disposal is subject to the approval of the Independent
Shareholders at the General Meeting (Resolution 1),
and Phang Song Hua is not permitted to vote his Existing Ordinary Shares on this Resolution.
Phang Song Hua is regarded as a related party under the AIM
Rules as he is a Director and a substantial shareholder in the
Company. As such the Disposal is required to have been considered
by the independent directors in respect of the Disposal , Gregory
Collier and Ajay Rajpal, in consultation with the Company's
nominated adviser, SPARK.
Further information on New Trend Lifestyle Pte . Limited
New Trend Lifestyle Pte . Ltd is the main trading subsidiary of
the Group and was incorporated in the Republic of Singapore on 4
November 2005.
Proposed Share Consolidation
The Company has announced a proposal for the 10 for 1 share
consolidation of the Company's ordinary shares .
The Company's issued ordinary share capital currently consists
of 225,000,000 Existing Ordinary Shares of 0.01p each in the
capital of the Company ("Existing Ordinary Shares"). It is proposed
to consolidate every 10 of the Existing Ordinary Shares into one
Ordinary Share of 1.0p ("Ordinary Share").
Following the Consolidation (ignoring, for this purpose, the
Placing Shares), there will be 22,500,000 Ordinary Shares in issue.
Holders of Existing Ordinary Shares ("Existing Shareholders")
should note that while the numbers of shares held by them will
change, the proportion of the issued ordinary shareholdings in the
Company held by each Existing Shareholder immediately before and
after the Consolidation will, except for fractional entitlements,
be unchanged.
Any Existing Shareholders holding fewer than 10 Existing
Ordinary Shares at 6.00 p.m. on 1 October 2020 (or such later date
as the Directors may determine and communicate to Shareholders by
an appropriate announcement to a Regulatory Information Service)
("the Record Date") will cease to be a Shareholder of the
Company.
Following the Consolidation, it is proposed that the Placing
will take place.
The rights attaching to the Ordinary Shares will be identical in
all respects to those of the Existing Ordinary Shares.
Should the Consolidation be approved at the General Meeting the
Ordinary Shares will require new ISIN and SEDOL numbers from
Admission; the new ISIN Number for the Ordinary Shares will be
GB00BMX66220 and the new SEDOL number BMX6622.
Following the Consolidation, Share Certificates in respect of
Existing Ordinary Shares will no longer be valid. Share
Certificates in respect of the Ordinary Shares will be issued
following the Consolidation or, in the case of uncertificated
holders, Euroclear (UK and Ireland) Limited will be instructed to
credit the CREST participant's account with Ordinary Shares.
New Certificates in respect of the Ordinary Shares will be
despatched to all Shareholders by first class post at the risk of
the Shareholder.
In order to effect the Consolidation, in addition to Resolution
2, the Company proposes to amend the Company's articles of
association pursuant to Resolution 3, which would amend the
reference in Article 6.1 of the Articles to a nominal value of the
ordinary shares in the Company from GBP0.001 to GBP0.01.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. On Completion, the
Company would cease to own, control or conduct all or substantially
all, of its existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will
become an AIM Rule 15 cash shell and as such will be required to
make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before
the date falling six months from completion of the Disposal or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million), less
the consideration received failing which, the Company's Ordinary
Shares would then be suspended from trading on AIM pursuant to AIM
Rule 40. Admission to trading on AIM would be cancelled six months
from the date of suspension should the reason for the suspension
not have been rectified.
As such a cash shell the Company would also have no operating
cash flow and would be dependent on the net proceeds of the
Placing, and any subsequent exercise of Investor Warrants or Broker
Warrants, for its working capital requirements. The Company's
ability to raise further funds will depend on the success of
existing and acquired investments. The Company may not be
successful in procuring the requisite funds on terms which are
acceptable to it (or at all) and Shareholders' holdings of Ordinary
Shares may be materially diluted in due course by subsequent equity
issues.
AIM Rule Deadlines - Reverse Takeover
Any failure in completing an acquisition or acquisitions which
constitute(s) a reverse takeover under AIM Rule 14 (including
seeking re-admission as an investing company (as defined under the
AIM Rules)) will result in the cancellation of the Company's Shares
from trading on AIM.
The Company will be dependent upon the ability of the Board to
identify suitable acquisition targets. As at the date hereof, the
Directors have not identified any investment opportunities which
they have resolved to pursue. There is no guarantee that the
Company will be able to acquire an identified opportunity at an
appropriate price, or at all, as a consequence of which resources
might have been expended fruitlessly on investigative work and due
diligence.
Market conditions may have a negative impact on the Company's
ability to make an acquisition or acquisitions which constitutes a
reverse takeover under AIM Rule 14. There is no guarantee that the
Company will be successful meeting the AIM Rule 15 deadline as
described above.
The Company expects to incur certain third-party costs
associated with the sourcing of suitable acquisition or
acquisitions. The Company can give no assurance as to the level of
such costs, and given that there can be no guarantee that
negotiations to acquire any given target business will be
successful, the greater the number of deals that do not reach
completion, the greater the likely impact of such costs on the
Company's performance, financial condition and business
prospects.
Details of the Placing
Placing
To preserve some prospect of future value for Shareholders, as
announced on 8 September 2020, Peterhouse has conditionally raised
GBP1,000,000 before expenses through the Placing for the Company
relating to the proposed allotment of New Ordinary Shares by the
Company at the Issue Price, together with one Investor Warrant for
every two Placing Shares. Application will be made to the London
Stock Exchange for the Placing Shares to be admitted to trading on
AIM, subject to approval of the Resolutions. It is expected that
Admission will become effective and that dealings in the Placing
Shares, will commence on AIM at 8.00 a.m. on or around 2 October
2020. The Placing Shares will represent approximately 81.63 per
cent. of the ordinary share capital of the Company in issue
immediately following Admission.
Subject to Admission being passed, Peterhouse will receive
warrants over 3 per cent. of the Company's share capital from time
to time at par for a period of three years from Admission, as
part-payment for the introduction of incoming investors. In
practice this means that at Admission the Broker Warrants shall be
rights to subscribe for up to 3,675,000 Ordinary Shares. If there
are any further allotments of shares prior to the expiry of the
Investor Warrants, Peterhouse will be granted further Broker
Warrants to ensure that the Broker Warrants continue to be over 3
per cent. of the Company's share capital (less any Ordinary Shares
that have been issued to Peterhouse following any previous exercise
of Broker Warrants).
If the Placing is fully subscribed, this would result in the
allotment of 100,000,000 New Ordinary Shares (i.e. following the
Consolidation) in the Company at the Issue Price.
Consequences of Placing for the Existing Shareholders
Following completion of the Placing, the proportion of the
Ordinary Shares held by the Existing Shareholders shall be
approximately 18.37 per cent. of the total issued ordinary share
capital of the Company.
General
All Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Ordinary Shares (i.e.
the ordinary shares following the Consolidation) , including the
right to receive all dividends and other distributions declared on
or after the date on which they are issued. For each two Placing
Shares acquired by a participant in the Placing, that participant
shall be granted one Investor Warrant providing a right to
subscribe for a new Ordinary Share at a subscription price of 1.5p
per share. In total, subject to completion of the Placing, there
will be up to 50,000,000 Investor Warrants granted. The Investor
Warrants shall be exercisable for a period of 12 months, after
which any unexercised Investor Warrants shall lapse. If at any time
prior to the lapse of the Investor Warrants the share price for the
Ordinary Shares is 1.5p or more for five consecutive days, the
Company shall have the option to require the holders of the
Investor Warrants to exercise the Warrants within 14 days or their
Investor Warrants will lapse.
For details as to the expected date and times by which certain
events (e.g. Admission, the crediting of CREST accounts and the
despatch of share certificates) are expected to happen in relation
to the Placing Shares, please refer to the information on page 5
(Expected Timetable of Principal Events) of the Circular.
Related Party Transactions
The Disposal also constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. Gregory Collier and Ajay
Rajpal, the independent directors in respect of the Disposal,
consider, having consulted with SPARK, the Company's Nominated
Adviser, that the terms of the Disposal are fair and reasonable
insofar as the Company's Shareholders are concerned. The
independent directors in respect of the Disposal have taken into
account the following:-
1. New Trend Lifestyle Pte. Ltd is currently loss making and the
Company's base case internal projections show that there is no
immediate prospect of an improvement in financial performance;
2. The findings of a private independent valuation report,
commissioned by the Company, of New Trend Lifestyle Pte. Ltd;
and
3. the Disposal, as it is a fundamental change of business, will
be subject to Shareholders' approval at the General Meeting.
The independent directors in respect of the Disposal have also
taken into account the principal relevant considerations that they
have identified, which are set out further in the Circular.
In addition, Gregory Collier and Phang Song Hua, who are
independent, have approved settlement terms with Ajay Rajpal in
respect of his loss of office, to be documented in a settlement
agreement, which includes a termination payment of GBP30,000 (the
"Settlement"). The Settlement, which is conditional on the passing
of the Resolutions, constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. The independent directors
in respect of the Settlement, Phang Song Hua and Gregory Collier
consider, having consulted with SPARK, the Company's Nominated
Adviser, that the terms of the Settlement are fair and reasonable
insofar as the Company's Shareholders are concerned.
Board Changes
The Directors expect that, with effect from Admission, Nicholas
"Nick" Lee will join the Board as a non-executive Director, and
that Phang Song Hua and Ajay Rajpal will resign from office.
Gregory Collier will remain on the Board as Chairman.
Nick Lee has over 30 years of experience in international
investment banking and working as a company director. He qualified
as a chartered accountant with Coopers & Lybrand and has a
degree in engineering from St John's College, Cambridge. He worked
for Dresdner Kleinwort and its antecedent firms from 1988 to 2009,
rising to Managing Director, Head of Banking, Hedge Fund Solutions
Group. During this period, he advised leading companies from a
number of different industries. Since then he has been actively
involved in AIM as a director of a number of listed companies.
Further announcements regarding the proposed Board changes will
be made as appropriate.
Dis-application of Pre-Emption Rights and authority to allot
shares
In connection with the Placing and the possible allotment of the
Investor Warrants and the Broker Warrants, the Directors wish to
have authority to issue a limited proportion of the Company's
issued ordinary share capital without having to seek Shareholders'
approval. Having such authorities will allow the Company to raise
capital or issue shares for other reasons quickly and flexibly and
without incurring the time and expense of convening a general
meeting. The Directors believe that, at the current time,
authorities in respect of 63.27 per cent. of the Company's issued
ordinary share capital (following the Consolidation and the
allotment of all the new shares relating to the Placing and the
issue of the Investor Warrants and the Broker Warrants) will
provide the Company with a reasonable capacity to issue shares.
Shareholders' approval is being sought for these Share
authorities by way of Resolutions 4 and 5 in respect of the Placing
and an addition authority up to GBP463,250.00.
Change of Name
The Board has agreed with New Trend Lifestyle Pte. Ltd that the
Company's name will be changed to Conduity Capital plc (TIDM:
CCAP), conditional on Shareholders' approval at the General
Meeting.
Under the Companies Act 2006 and the Company's Articles, a
change of name requires the passing of a special resolution of
Shareholders at a general meeting. Shareholders' approval is being
sought for this change of name by way of Resolution 8.
If Resolution 8 is approved, the change of name will be
effective once Companies House has issued a new certificate on the
change of name.
If approved the Company's TIDM will change to "CCAP" with effect
from Admission.
Taxation
Any person who is in any doubt as to his tax position or who is
subject to tax in a jurisdiction other than the United Kingdom is
strongly recommended to consult his professional tax adviser
immediately.
Use of Proceeds
The Company is raising funds to enable the Board to search for
acquisition opportunities, which if successful would constitute a
reverse takeover under the AIM Rules for Companies and fund the
Company's general working capital.
Shareholders' Approval
The Company is seeking Shareholders' approval at the General
Meeting in respect of the following Resolutions:
-- Resolution 1 which will be proposed as an ordinary
resolution, seeks approval by the Independent Shareholders of the
Disposal, pursuant to the SPA.
-- Resolution 2 which will be proposed as an ordinary resolution
and be subject to the passing of Resolution 3 relating to the
amendment of the Articles, seeks approval for the Share
Consolidation.
-- Resolution 3 which will be proposed as a special resolution
and be subject to the passing of Resolution 2 relating to the
Consolidation, seeks approval for the amendment of the Articles to
amend the reference to the nominal value of the ordinary shares to
GBP0.01.
-- Resolution 4 which will be proposed as an ordinary resolution
seeks authority for the Board, pursuant to sections 551 and 570 of
the Companies Act 2006, to allot, inter alia, the Placing Shares,
the Investor Warrants and the Broker Warrants and the ability to
issue additional Ordinary Shares up to a maximum nominal amount of
GBP 463,250.00 .
-- Resolution 5 which will be proposed as a special resolution
seeks approval for the disapplication of pre-emption rights in
relation to the issue of the Placing Shares, the Investor Warrants
and the Broker Warrants and a further Ordinary Shares up to a
maximum nominal amount of GBP 463,250.00, under the authority
granted by Resolution 4 such that such shares can be offered other
than pro rata to existing Shareholders.
-- Resolution 6 which will be proposed as a special resolution,
seeks to approve the change of the Company's name to Conduity
Capital plc.
In the event that Resolutions 1, 4 and 5 are not passed, the
Disposal will not proceed.
In the event that Resolutions 2 and 3 are not passed, the Share
Consolidation will not proceed.
In the event that Resolutions 4 and 5 are not passed, the
Placing will not proceed.
In the event that Resolution 6 is not passed, the change of name
to Conduity Capital plc will not proceed.
The new authorities are being sought predominately to allow the
Company to complete the Placing, allow the allotment of any
Ordinary Shares pursuant to the exercise of the Investor Warrants
and/or Broker Warrants and to enable the Board to take advantage of
future business opportunities as they arise.
In order to obtain the necessary Shareholders' approval, a
General Meeting of the Company is to be held at which the
Resolutions will be proposed. Further information regarding the
General Meeting is set out in paragraphs headed General Meeting and
Action to be taken by shareholders below.
The Directors, and the independent directors where appropriate,
believe the Proposals to be the most appropriate way to provide the
necessary capital to meet the Company's future requirements. Should
the Disposal not proceed for any reason, the Company would seek to
delist from AIM. Should the Placing not proceed for any reason, the
Company would need to find alternative funding to fund its
acquisition plans which, given the current global uncertainty
arising from COVID-19, may create unnecessary uncertainty. All
Directors, where appropriate, therefore recommend that Shareholders
vote in favour of the Resolutions set out in the Notice relating to
the Proposals.
General Meeting
A notice convening the General Meeting to be held at the offices
of Bracher Rawlins LLP, 77 Kingsway, London, WC2B 6SR at 10. 15
a.m. on 1 October 2020 is set out at the end of the Circular.
Action to be taken by Shareholders
You will find enclosed with the Circular a Form of Proxy for use
at the General Meeting. You are requested to complete and return
the Form of Proxy to Link Group, 34 Beckenham Road, Beckenham Kent
BR3 4TU, in accordance with the instructions printed thereon as
soon as possible but, in any event, to be received no later than
10. 15 a.m. on 29 September 2020. Following current guidance on
social distancing, the Company has concluded it will not be
possible for shareholders to attend the General Meeting in person
unless both the coronavirus (COVID-19) situation and the applicable
guidance have changed by the date of the meeting. The Company will
provide any status update on its website at
www.newtrendlifestylegroup.com, but Shareholders should assume that
they will not be permitted entry to the building at which the
General Meeting is to take place, or the General Meeting
itself.
Irrevocable Undertakings
The Company has received irrevocable undertakings from the
following shareholders confirming their agreement to vote in favour
of the Resolutions detailed below:
-- Phang Song Hua in respect of 31,453,333 Ordinary Shares
(representing approximately 13.98 per cent. of the Existing
Ordinary Shares), to vote in favour of the Resolutions numbered 2,
3, 4, 5 and 6;
-- Leow Lye Seng in respect of 50,000,000 Ordinary Shares
(representing approximately 22.22 per cent. of the Existing
Ordinary Shares) to vote in favour of all the Resolutions; and
-- Zishange Capital Management Pte Ltd in respect of 50,000,000
Ordinary Shares (representing approximately 22.22 per cent. of the
Existing Ordinary Shares) to vote in favour of all the
Resolutions.
Recommendations
Phang Song Hua is interested in the Disposal so has not
participated in the Board's consideration in relation to the
Disposal and makes no recommendation in relation to Resolution 1.
Gregory Collier and Ajay Rajpal having consulted with SPARK, the
Company's Nominated Adviser, consider the terms of the Disposal to
be fair and reasonable insofar as the Company's Shareholders are
concerned and recommend Shareholders to vote in favour of
Resolution 1.
The independent directors in respect of the Disposal have
considered the alternatives to the Disposal and have concluded that
out of the alternatives, the Company carrying out the Disposal and
becoming a cash shell is most likely to represent the best value to
the Shareholders in the long term.
The Directors consider that the Placing will promote the success
of the Company for the benefit of its members as a whole.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of Resolutions 4 and 5 at the General Meeting as
Phang Song Hua intends to do in respect of his own beneficial
holdings of 31,453,333
Ordinary Shares representing approximately 13.98 per cent. of the Existing Ordinary Shares.
All the Directors unanimously recommend Shareholders to vote in
favour of Resolutions 2, 3, 4, 5 and 6.
ENDS
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September 08, 2020 11:25 ET (15:25 GMT)
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