Search
Home
 
Corporate Profile
 
Partners
 
News and Events
 
Case Study
 
Careers
 
Contact Us
 
Corporate News
Corporate News
Corporate Events
Home > News & Events > Corporate News
 April 08, 2010

Proposed issue and subscription of 35,000,000 ordinary shares in Teledata (Singapore) Limited

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



News

September 30, 2011 Proposed Renounceable Non-Underwritten Rights Issue In The Company
September 21, 2011 Announcement of Appointment of Independent Director Who Is Also An Audit Committee Chairman
September 21, 2011 Appointment Of Independent Director And Reconstitution Of The Board Committees
August 26, 2011 Change Of Company Secretary
August 17, 2011 Teledata Reversed Loss Of $2.52 Million To Make Modest Gains In Half-Year Announcement
August 12, 2011 QUARTERLY UPDATE PURSUANT TO LISTING RULE 1313(2)
August 12, 2011 Unaudited Financial Statements And Dividend Announcement for the Second Quarter and Half Year Ended 30 June 2011 ("2Q/1H2011")
August 4, 2011 New Appointments And Recomposition Of The Audit, Compensation And Nominating Committee
June 10, 2011 Incorporation of a wholly-owned subsidinary in Korea
May 16, 2011 Announcement Of Independent Director
May 13, 2011 Quarterly Update Pursuant To Rule 1313(2) Of The Listing Manual
April 29, 2011 Results of Annual General Meeting
March 08, 2011 Resignation of Independent Director
March 08, 2011 Announcement of cessation as Independent Director who is an Audit Committee Member
March 02, 2011 Notification of inclusion on the watch-list with effect from 3 March 2011
March 01, 2011 Notice of 3 consecutive year's losses
March 01, 2011 Full year results Financial Statement and related announcement
December 23, 2010 Change of Teledata Singapore Registered Address
October 19, 2010 Change of Company Secretary
September 29, 2010 Teledata Singapore office has moved
September 20, 2010 Re-designation of Ms Irene Valencia Goutama as Executive Director and Chairman; Re-composition of Board of Directors and Board Committees
September 14, 2010 Announcement of cessation as Independent Director who is an Audit Committee Member
September 14, 2010 Announcement of appointment of Independent Director
September 14, 2010 Announcement of appointment of Independent Director
September 14, 2010 Announcement of appointment of non-Executive Director
September 14, 2010 Changes of Directors and re-composition of Board of Directors; Withdrawal of the requisition to convene an extraordinary general meeting pursuant to section 176 of the companies act (cap 50)
August 14, 2010 Teledata (Singapore) Limited Half Year Financial Statement And Dividend Announcement
August 13, 2010 Requisition - Convening of an extraordinary general meeting pursuant to section 176 of the companies act (cap 50)
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
July 15, 2010 Notice of a substantial shareholder's interest
July 15, 2010 Notice of a substantial shareholder's interest
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
June 14, 2010 Termination of the proposed acquisition of 51% of the issued and paid-up capital of Elektromotive Ltd
June 14, 2010 Termination of the proposed acquisition of 100% of the issued and paid-up capital of Ione Resources, Inc
June 14, 2010 Announcement of appointment of Executive Director
June 14, 2010 Announcement of Cessation as non-Executive Director who is an Audit Committee member
June 14, 2010 Teledata announces resignation and appointment of non-Executive Director and Executive Director
May 10, 2010 Notice of a substantial shareholder's interest
May 05, 2010 Additional Information - Annual Report for the Financial Year ended 31 December 2009
April 30, 2010 Announcement of appointment of non-executive director
April 30, 2010 Announcement of cessation as non-Executive Director
April 30, 2010 Announcement of cessation as independent director
April 30, 2010 Teledata announces proposed issue and subscription of 6,250,000 ordinary shares in Teledata (Singapore) Limited
April 27, 2010 Teledata secures exclusive right to negotiate for the acquisition of a majority stake in Elektromotivez
April 27, 2010 Teledata placement AIP
April 27, 2010 Proposed Acquisition of shares in Elektromotive Ltd
April 14, 2010 Notice of Annual General Meeting
April 09, 2010 Resignation of Joint Company Secretary
April 09, 2010 Proposed issue and subscription of 6,250,000 ordinary shares in Teledata (Singapore) Limited
April 05, 2010 Teledata to acquire Philippines-based iOne Resources for US$3.6 million
March 27, 2010 Teledata gears up for expansion in RP market
March 03, 2010 Teledata appoints new Managing Director
March 01, 2010 Teledata reports S$7.9 million loss in FY2009
February 22, 2010 Proposed acquisition of 77.679% of the issued and paid-up capital of PT Centrin Online Tbk

© Copyright 2012 TELEDATA (SINGAPORE) LTD. All Rights Reserved
Terms of Use   |   Privacy Policy   |   Sitemap