TELEDATA (SINGAPORE) LIMITED
(Incorporated in the Republic of Singapore)
(Registration No. 197600922M)
PROPOSED ISSUE AND SUBSCRIPTION OF 35,000,000 ORDINARY SHARES IN TELEDATA (SINGAPORE) LIMITED (THE “SUBSCRIPTION”) WITH FREE ATTACHED UNLISTED OPTIONS TO SUBSCRIBE FOR UP TO 35,000,000 ORDINARY SHARES IN TELEDATA (SINGAPORE) LIMITED
1. INTRODUCTION
The Board of Directors (the “
Board”) of Teledata (Singapore) Limited (the “
Company”) wishes to announce that the Company has on 7 April 2010 entered into a conditional subscription agreement (the "
Subscription Agreement") with two individuals (the "
Subscribers") where the Company has agreed to allot and issue to the Subscribers, and the Subscribers have agreed to subscribe and pay for, in aggregate 35,000,000 new ordinary shares (the “
Subscription Shares”) in the share capital of the Company at a subscription price of S$0.04 per Subscription Share (the “
Subscription Price”).
The Subscription Price represents a discount of 20% to the weighted average price of S$0.05 for trades done on the Singapore Exchange Securities Trading Limited (the "
SGX-ST") on 6 April 2010, which was the last full market day preceding the date on which the Subscription Agreement was entered into.
In connection with the Subscription, the Company shall also grant and issue to the Subscribers options (the “
Options”), at no costs to the Subscribers, to subscribe for up to an aggregate of 35,000,000 new ordinary shares (the “
Option Shares”) in the share capital of the Company on the basis of an option to subscribe for one Option Share for every one Subscription Share, subject to the terms and conditions of the Subscription Agreement. The Options will not be listed or traded on the Main Board of the SGX-ST. The sum payable in respect of each Option Share to which the Subscribers will be entitled to subscribe upon exercise of the Options is S$0.095 (the “
Exercise Price”), subject to certain adjustments in accordance with the terms and conditions set out in the Subscription Agreement.
The Exercise Price represents a premium of 90% to the weighted average price of S$0.05 for trades done on the SGX-ST on 6 April 2010, which was the last full market day preceding the date on which the Subscription Agreement was entered into.
The Subscription Shares and the Option Shares will be issued pursuant to the general mandate granted by the shareholders of the Company to the Board at the most recent Annual General Meeting of the Company held on 28 April 2009. The Subscription Shares and Option Shares represent approximately 5.9% of the total number of issued shares in Company as at the date of this announcement.
The Subscription Shares and Option Shares will, when issued and fully paid, rank pari passu in all respects with the existing issued and paid-up ordinary shares in the share capital of the Company.
2. ABOUT THE SUBSCRIBERS
Details of the Subscribers, the number of Subscription Shares to be subscribed by each Subscriber with the respective Options and the aggregate Subscription Price to be paid by each Subscriber are set out below:
| Name of Subscribers |
Number of Subscription Shares |
Aggregate Subscription Price (S$) |
Number of Option Shares |
| Teo Yong Ping |
17,500,000 |
700,000 |
17,500,000 |
| Lim Tiong Kheng Steven |
17,500,000 |
700,000 |
17,500,000 |
| |
|
|
|
| Total |
35,000,000 |
1,400,000 |
35,000,000 |
| |
|
|
|
The Subscribers are individual investors independently introduced to the Company by a mutual business contact, Biztrack Partnership Pte Ltd.
The Subscribers have no connection (including business relationships) with the Company, its Directors and substantial shareholders, and are not persons to whom the Company is prohibited from issuing shares to, as provided for by Rule 812 of the Listing Manual of the SGX-ST.
Under the terms of the Subscription Agreement, each Subscriber has represented, warranted and undertaken to and for the benefit of the Company that none of them are related in any way whatsoever and they are not acting in concert in relation to the subscription by them of the Subscription Shares or the Option Shares.
Upon the Subscription being completed and assuming that the Option Shares are fully subscribed for, none of the Subscribers will be interested in more than 5% of the enlarged issued and paid-up share capital of the Company.
3. CONDITIONS PRECEDENT
The obligations of the Company and the Subscribers under the Subscription Agreement are conditional upon, inter alia, the listing and quotation of the Subscription Shares and Option Shares on the Main Board of the SGX-ST being obtained from the SGX-ST and not having been revoked or amended and, where such approval is subject to conditions (which are not normally imposed by the SGX-ST for a transaction of a similar nature), such conditions being acceptable to the Subscribers and, to the extent that any conditions for the listing and quotation of the Subscription Shares and Option Shares on the Main Board of the SGX-ST are required to be fulfilled on or before the completion date set out in the Subscription Agreement (the “
Completion Date”), they are so fulfilled.
If any of the conditions precedent under the Subscription Agreement is not satisfied on or before the Completion Date or such other date as the parties may agree, the Subscription Agreement shall ipso facto cease and determine thereafter and none of the parties shall have any claim against the other for costs, expenses, damages, losses, compensation or otherwise.
4. RATIONALE FOR THE PLACEMENT AND USE OF PROCEEDS
The Subscription will result in an injection of funds into the Company and will increase its working capital to fund its business operation and growth.
The Subscription will raise proceeds of approximately S$1,400,000. The proceeds from the Subscription will be used towards the Company's general working capital requirements.
5. FINANCIAL EFFECTS OF THE SUBSCRIPTION
As at the date of this announcement, the issued and paid-up share capital of the Company is S$18,459,978 comprising 1,184,610,000 ordinary shares.
Upon the completion of the Subscription but before exercise of the Options, the Company’s issued and paid-up share capital will be S$19,859,978 comprising 1,219,610,000 ordinary shares.
Based on the unaudited consolidated financial statements of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2009, as announced by the Company on 1 March 2010 and purely for illustrative purposes, the financial effects of the Subscription on the Group are estimated as follows:
| (a) |
The effect on the net asset per share (based on the total number of share issued as at 31 December 2009 (being the end of the most recently completed financial period)) of the Group, assuming that the Subscription had been effected on 31 December 2009, is 4.5%. The net asset per share is increased from S$0.0155 to S$0.0163. |
| (b) |
The effect on the earning per share (based on the total number of share issued as at 31 December 2009 (being the end of the most recently completed financial period)) of the Group, assuming that the Subscription had been effected on 31 December 2009, is 2.8%. The loss per share is decreased from S$0.0067 to S$0.0065. |
The Board is of the opinion after taking into consideration the cash and cash equivalents, and cash used in operations, that the working capital available to the Group is sufficient to meet its present requirements at the date of this announcement.
6. NO PROSPECTUS OR OFFER INFORMATION STATEMENT
The Subscription and the Options will be undertaken by way of private placement in accordance with Section 272B of the Securities and Futures Act (Cap. 289). As such, no prospectus or offer information statement will be issued by the Company in connection therewith.
7. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors or substantial shareholders of the Company have any interest, direct or indirect, in the Subscription or the Options.
8. DOCUMENTS FOR INSPECTION
A copy of the Subscription Agreement is available for inspection during the normal business hours at the registered office of the Company at 31 Ubi Road 1, #02-01 Aztech Building, Singapore 408694 for a period of three months from the date of this announcement.
9. GENERAL
The Company will make the necessary announcements once the approval-in-principle for the listing and quotation of the Subscription Shares and Option Shares has been obtained from the SGX-ST.
BY ORDER OF THE BOARD
Christopher Michael Pan
Chairman and Chief Executive Officer
8 April 2010