PROPOSED BONUS ISSUE OF UP TO 88,450,000 NEW ORDINARY SHARES IN THE ISSUED SHARE CAPITAL OF MONEYMAX FINANCIAL SERVICES LTD. (THE "COMPANY") ON THE BASIS OF ONE
BONUS SHARE FOR EVERY FOUR (4) EXISTING ORDINARY SHARES IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS
The board of directors (the "Directors") of the Company is pleased to announce that the Company is proposing a bonus issue (the "Proposed Bonus Issue") of new ordinary shares in the capital of the Company (the "Bonus Shares"), on the basis of one (1) Bonus Share to be credited as fully paid for every four (4) existing ordinary shares in the capital of the Company (the "Shares") held by shareholders of the Company (the "Shareholders") as at the record date ("Record Date") to be determined by the Directors for the purpose of determining the entitlement of Shareholders under the Proposed Bonus Issue, fractional entitlements to be disregarded.
- TERMS OF THE PROPOSED BONUS ISSUE
The actual number of Bonus Shares to be issued by the Company will depend on the total issued share capital of the Company as at the Record Date. Based on the existing issued share capital of the Company comprising 353,800,000 Shares as at the date of this announcement, up to 88,450,000 Bonus Shares will be issued pursuant to the Proposed Bonus Issue (assuming there is no change in the number of issued Shares from the date of this announcement up to the Record Date). The Company does not have any treasury shares or subsidiary holdings as at the date of this announcement.
The Bonus Shares will be allotted and issued as fully paid at nil consideration to entitled Shareholders without capitalisation of the Company's reserves. The Bonus Shares, when allotted and issued, will rank pari passu in all respects with the existing Shares, except that the Bonus Shares will not be entitled to any dividends, rights, allotments or other distributions, the record date of which falls on a date before the date on which the Bonus Shares are allotted and issued.
The Bonus Shares represent approximately 25% of the existing issued share capital (excluding treasury shares and subsidiary holdings) of the Company as at the date of this announcement and approximately 20% of the enlarged issued share capital (excluding treasury shares and subsidiary holdings) of the Company following the completion of the Proposed Bonus Issue, assuming there is no change to the total issued share capital of the Company as at the Record Date.
The Bonus Shares will be issued pursuant to the share issue mandate ("General Mandate") obtained from Shareholders at the annual general meeting of the Company held on 27 April 2021 ("2021 AGM"). The General Mandate authorises the Directors to, inter alia, allot and issue new Shares on a pro rata basis to existing Shareholders, provided that such number of new Shares to be issued does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the 2021 AGM. As at the date of the 2021 AGM, the
Company had 353,800,000 Shares (excluding treasury shares and subsidiary holdings) in issue and accordingly, the Company may issue up to 353,800,000 new Shares under the General Mandate on a pro rata basis.
As at the date of this announcement, the Company has not issued any new Shares pursuant to the General Mandate and accordingly, the issuance of the 88,450,000 Bonus Shares will fall within the maximum number authorised under the General Mandate.
The Proposed Bonus Issue is subject to, inter alia, the approval of the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the Bonus Shares on the Catalist Board of the SGX-ST (the "Catalist"). The Company will make an application through its sponsor to the SGX-ST for the dealing in, listing of and quotation for the Bonus Shares on the Catalist. The Company will make the necessary announcement upon receipt of the listing and quotation notice from the SGX-ST.
Compliance with the Catalist Rules
Pursuant to Rule 838 of the SGX-ST Listing Manual Section B: Rules of Catalist ("Catalist Rules"), an issuer must satisfy the SGX-ST that that the daily weighted average price of its shares, adjusted for the bonus issue, will not be less than S$0.20 (the "Minimum Price"). In compliance with Rule 838 of the Catalist Rules, the issuer should compute such adjusted price based on the proposed bonus issue ratio and the lowest daily weighted share price of its shares for the one-month period preceding the issuer's proposed bonus issue application.
For illustration purposes only and assuming that the Proposed Bonus Issue application was made on 16 September 2021, being the date of this announcement, the lowest daily weighted average price of the Shares for the one-month period preceding 16 September 2021 would be S$0.26 and accordingly, the theoretical ex-bonus price ("TEBP") would be calculated as follows:-
Accordingly, the TEBP will be above the Minimum Price. Further, the Company confirms that there is no reason to believe that the TEBP is likely to fall below S$0.20 for the one-month period preceding the date of the application to the SGX-ST for the listing and quotation of the Bonus Shares on the Catalist.
2.5 Record Date
The Bonus Shares will be issued to Shareholders whose names appear in the Register of Members of the Company or the records of The Central Depository (Pte) Limited, as the case may be, as at the Record Date to be determined by the Directors for the purpose of determining the entitlements of Shareholders under the Proposed Bonus Issue. Notice of the Record Date will be given at a later date, after all the necessary approvals in respect of the Proposed Bonus Issue (including, without limitation, the approvals from the SGX-ST) have been obtained.
3. RATIONALE FOR THE PROPOSED BONUS ISSUE
The Company is proposing the Proposed Bonus Issue to increase the issued share capital base of the Company to reflect the growth and expansion of its business and to reward and give due recognition to Shareholders for their loyalty and continuing support for the Company.
The Proposed Bonus Issue, if carried out, will also increase the accessibility of investing in the Company to more investors, thereby encouraging trading liquidity and greater participation by investors and broadening the shareholder base of the Company.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors and substantial Shareholders of the Company has any interest, direct or indirect, in the Proposed Bonus Issue other than through their respective shareholdings in the Company.
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed Bonus Issue, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in the announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.
Shareholders and potential investors should note that the Proposed Bonus Issue is subject to, inter alia, the necessary approvals being obtained by the Company, and are therefore advised to exercise caution when dealing or trading in the Shares. Shareholders and potential investors should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take.
By Order of the Board
MoneyMax Financial Services Ltd.
Dato' Sri Dr. Lim Yong Guan
Executive Chairman and Chief Executive Officer
16 September 2021
This announcement has been prepared by the Company and has been reviewed by the Company's sponsor, United Overseas Bank Limited (the "Sponsor"), for compliance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.
This announcement has not been examined or approved by the SGX-ST. The SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Lim Hoon Khiat, Director, Equity Capital Markets, who can be contacted at 80 Raffles Place, #03-03 UOB Plaza 1, Singapore 048624, telephone: +65 6533 9898.
MoneyMax Financial Services Ltd. published this content on 28 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2021 01:31:03 UTC.