METECH INTERNATIONAL LIMITED
(Company Registration No. 199206445M)
(Incorporated in the Republic of Singapore)
PROPOSED PLACEMENT OF:
- UP TO 33,346,550 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT THE ISSUE PRICE OF S$0.21 PER PLACEMENT SHARE; AND
- UP TO 16,673,275 FREE WARRANTS, ON THE BASIS OF ONE (1) WARRANT FOR EVERY TWO (2) PLACEMENT SHARES, WITH EACH WARRANT CARRYING THE RIGHT TO SUBSCRIBE FOR ONE (1) NEW ORDINARY SHARE IN THE CAPITAL OF THE COMPANY
1. INTRODUCTION
The board of directors (the "Board" or the "Directors") of Metech International Limited (the "Company", together with the subsidiaries, the "Group") wishes to announce that the Company has on 30 September 2021 entered into a placement agreement (the "Placement Agreement") with Phillip Securities Pte Ltd (the "Placement Agent").
Pursuant to the Placement Agreement, the Company has agreed to offer, by way of placement, and the Placement Agent has agreed, on a best endeavours basis, to procure subscriptions for, an aggregate of up to 33,346,550 fully paid-up ordinary shares in the capital of the Company (the "Placement Shares") at an issue price of S$0.21 for each Placement Share (the "Placement Price"), amounting to an aggregate consideration of up to S$7.00 million (the "Proposed Placement"). The Company has also agreed to issue up to 16,673,275 free, detachable, transferrable and non-listed warrants (the "Warrants"), on the basis of one (1) Warrant for every two (2) Placement Shares, with each Warrant carrying the right to subscribe for one (1) new ordinary share in the capital of the Company (the "Warrant Share") at an exercise price of S$0.21 (the "Warrant Exercise Price") for each Warrant Share (the "Warrant Issue") (collectively, the "Proposed Placement cum Warrant Issue").
The Placement Shares, the Warrants and the Warrant Shares will be issued free from all claims, pledges, mortgages, charges, liens and encumbrances and the Placement Shares and Warrant Shares shall rank in all respects pari passu with the then existing issued shares in the capital of the Company (the "Shares") at the time of issue, except that they will not rank for any dividends, rights, allotments or other distributions, the record date for which falls on or before the date of issue of the Placement Shares or the relevant date of issue of the Warrant Shares (as applicable).
The Proposed Placement cum Warrant Issue is not underwritten and will be undertaken by way of an exempt offering in Singapore to an accredited investor or other relevant person pursuant to Section 275(1) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or any person referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA. Accordingly, no prospectus, offer document or offer information statement will be issued by the Company in connection with the Proposed Placement cum Warrant Issue.
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2. THE PROPOSED PLACEMENT CUM WARRANT ISSUE
2.1 A summary of the principal terms of the Proposed Placement cum Warrant Issue is set out below:-
Issue size | : (a) Up to 33,346,550 Placement Shares; and |
- Up to 16,673,275 Warrants.
The Warrants will be issued on the basis of one (1) Warrant for every two (2) Placement Shares, with each Warrant carrying the right to subscribe for one (1) Warrant Share.
The Placement Shares and the Warrant Shares represent approximately 50.00% (being 33.33% and 16.67% respectively) of the existing issued and paid-up share capital of the Company comprising 100,039,655 Shares as at the date of this announcement.
Assuming all the Placement Shares are issued and all the Warrants are exercised (the "Maximum Subscription Scenario"), the Placement Shares and the Warrant Shares will represent approximately 33.33% (being 22.22% and 11.11% respectively) of the enlarged issued and paid-up share capital of the Company of 150,059,480 Shares.
The Placement Shares, the Warrants and the Warrant Shares will be issued free from all claims, pledges, mortgages, charges, liens and encumbrances and the Placement Shares and Warrant Shares shall rank pari passu with the existing Shares and carry all rights similar to the existing Shares at the time of issue, except that they will not rank for any dividends, rights, allotments or other distributions, the record date for which falls on or before the date of issue of the Placement Shares or the relevant date of issue of the Warrant Shares (as applicable).
Placement Price : S$0.21 for each Placement Share
The Placement Price represents a discount of approximately 8.7% to the volume weighted average price of S$0.23 per Share for trades done on the Shares on the Singapore Exchange Securities Trading Limited ("SGX-ST") on 28 September 2021, being the last full Market Day (as defined below) on which there were trades done on the Shares preceding the date on which the Placement Agreement was signed1.
Principal terms of the Warrants
Constitution | of | : | The Warrants shall be constituted by way of deed poll to be executed |
the Warrants | by the Company (the "Deed Poll"), upon which the Warrants shall be | ||
subject to the terms and conditions as set out in the Deed Poll and | |||
the terms and conditions as endorsed on the Warrant Certificate(s) | |||
(the "Warrant Conditions"). | |||
Warrant Exercise | : | S$0.21 for each Warrant Share, which is the same as the Placement | |
Price | Price. |
1 There was a trading halt for the Shares on 29 September 2021 and the Placement Agreement was signed on 30 September 2021.
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The Warrant Exercise Price represents a discount of approximately | |
8.7% to the volume weighted average price of S$0.23 per Share for | |
trades done on the Shares on the SGX-ST on 28 September 2021, | |
being the last full Market Day (as defined below) on which there were | |
trades done on the Shares preceding the date on which the | |
Placement Agreement was signed1. | |
Warrant Exercise | : Subject to and in accordance with the terms and conditions set out in |
Period | the Deed Poll and the Warrant Conditions, the Warrants may be |
exercised at any time during the period commencing on and including | |
the date of the issue of the Warrants (the "Issue Date") and expiring | |
at 5.00 p.m. (Singapore time) on the date immediately preceding 36 | |
months from the Issue Date, unless such date is a date on which the | |
Register of Warrantholders of the Company is closed or is not on a | |
day on which the Catalist Board of the SGX-ST is open for securities | |
trading ("Market Day"), in which event, the last day of the Warrant | |
Exercise Period shall be the next following Market Day on which the | |
Register of Warrantholders of the Company is open (the "Warrant | |
Exercise Period"). | |
At the expiry of the Warrant Exercise Period, any Warrants which | |
have not been exercised will lapse and cease to be valid for any | |
purpose. | |
Form of Warrants | : The Warrants shall be issued in registered form. Title to the Warrants |
shall be evidence by the Warrant Certificate(s) in respect of the | |
relevant number of Warrants to be issued to the registered holder of | |
such Warrant for the time being (the "Warrantholder"). | |
Each Warrant shall carry the right (but not the obligation) to subscribe | |
in cash for one (1) Warrant Share at the Warrant Exercise Price | |
during the Warrant Exercise Period. | |
Listing, | : The Warrants are transferable in the manner as set out in the Deed |
Transferability | Poll, and will not be listed on the Catalist Board of the SGX-ST. |
and Detachability | |
of the Warrants | The Warrants will be detachable from the Placement Shares on |
issue. | |
Adjustment | : The Warrant Exercise Price and/or the number of Warrants held by |
Events | each Warrantholder will, after their issue, be subject to adjustments |
under certain circumstances prescribed in the Warrant Conditions. | |
Such circumstances include, without limitation, the consolidation or | |
subdivision of Shares or capitalisation issues. | |
Any such adjustments shall be announced by the Company via an | |
announcement on SGXNET. | |
Notice of expiry | : The Company shall, not later than one (1) month before the expiry of |
the Warrant Exercise Period (the "Expiry Date") announce the expiry | |
of the Warrant Exercise Period on SGXNET. | |
In addition, the Company shall not later than one (1) month before | |
the Expiry Date take reasonable steps to notify all Warrantholders in | |
writing of the Expiry Date, and such notice shall be delivered by post | |
to the address of the relevant Warrantholder. |
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Winding up | : In the event a notice is given by the Company to its members to |
convene a general meeting for the purpose of considering, and if | |
thought fit, approving a resolution to voluntarily wind-up the | |
Company, the Warrantholders may elect to exercise the Warrants at | |
any time within the notice period of the general meeting, but in any | |
event not later than three (3) business days prior to the proposed | |
general meeting. | |
Alteration | to : Unless made in accordance with the Deed Poll, any material |
terms | alteration of the rights of the Warrantholders or any material |
modification of the provisions contained in the Deed Poll or the | |
Warrants to the advantage of the Warrantholders after the issue | |
thereof shall be subject to the approval of Shareholders in a general | |
meeting. | |
Governing law | : The Warrants and the Deed Poll are governed by the laws of |
Singapore. |
- Rules 803 and 812 of the Catalist Rules
- The Placement Shares, the Warrants and the Warrant Shares will not be placed to any person who is a director or a substantial shareholder of the Company, or any other person in the categories set out in Rule 812(1) of the Listing Manual Section B: Rules of Catalist of the SGX-ST (the "Catalist Rules"), unless such subscription is otherwise agreed to by the SGX-ST.
- The Proposed Placement cum Warrant Issue will not result in any transfer of controlling interest in the Company.
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Authority for the issuance of the Placement Shares and the Warrant Shares
The Company will be relying on the existing general share issue mandate ("2020 Share Issue Mandate") approved by shareholders of the Company (the "Shareholders") by way of an ordinary resolution at the annual general meeting of the Company held on 30 October 2020 .
The 2020 Share Issue Mandate authorises the Directors to allot and issue new Shares and/or make or grant offers, agreements or options (collectively, the "Instruments") that might or would require Shares to be allotted and issued, including but not limited to the creation, allotment and issue of warrants, debentures or other instruments convertible into Shares, provided that the aggregate number of Shares to be issued (including Shares to be issued in pursuance of Instruments made or granted) does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings), of which the aggregate number of Shares to be issued other than on a pro rata basis to Shareholders (including Shares to be issued in pursuance of Instruments) does not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the 2020 Share Issue Mandate
As at the date of the 2020 Share Issue Mandate, the Company had 100,039,655 Shares in issue and did not hold any Shares in treasury. No new Shares (including Shares to be issued in pursuance of Instruments made or granted) have been issued under the 2020 Share Issue Mandate prior to the date of the Placement Agreement, and accordingly, the total number of Shares that may be issued pursuant to the 2020 Share Issue Mandate is 100,039,655 Shares, of which no more than 50,019,827 Shares may be issued for a non pro rata subscription.
Accordingly the proposed issuance of an aggregate of 50,019,825 new Shares (comprising 33,346,550 Placement Shares and 16,673,275 Warrant Shares (upon exercise of all the Warrants) will be within the limits of the 2020 Share Issue Mandate.
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2.4 Additional Listing Application
The Company will be applying to the SGX-ST through its sponsor for the dealing in, listing of and quotation for the Placement Shares and the Warrant Shares on the Catalist Board of the SGX- ST and will make the necessary announcement upon receipt of the listing and quotation notice from the SGX-ST.
3. SALIENT TERMS OF THE PLACEMENT AGREEMENT
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Placement commission
The Company shall pay the Placement Agent a placement commission ranging from 1.0% to 3.0% of the Placement Price for each Placement Share for which the Placement Agent has procured subscribers as at the Completion Date (as defined below) (each, a "Placed Share")
(and if applicable, goods and services tax thereon), which is dependent on the relevant number of Placed Shares issued through the Placement Agent pursuant to the Proposed Placement cum Warrant Issue. - Placement Completion
Subject to the terms and conditions of the Placement Agreement, completion of the Proposed Placement cum Warrant Issue (the "Completion") shall take place on the date (the "Completion Date") falling seven (7) Market Days after the date on which the SGX-ST grants its in-principle approval for the listing and quotation of the Placement Shares and the Warrant Shares on the SGX-ST (the "Listing Approval Date"), but in any event being a date not later than the date falling four (4) weeks after the date of the Placement Agreement or such other date as the Company and the Placement Agent may mutually agree (the "Cut-OffDate").
Against the delivery of the relevant documents by the Company for purposes of Completion as required under the Placement Agreement, the Placement Agent will make payment to the Company of the aggregate Placement Price for all the Placed Shares, by way of valid banker's drafts or other forms of remittances for the full amount payable to the Company's account or a cheque or cashier's order drawn on a licensed bank in Singapore made in favour of the Company one (1) business day after the Listing Approval Date. - Conditions precedent
Completion of the Proposed Placement cum Warrant Issue pursuant to the Placement Agreement is conditional upon, inter alia, the following conditions: - in-principleapproval from the SGX-ST for the listing and quotation of the Placement Shares and the Warrant Shares on the SGX-ST and not having been revoked or amended and, where such approval is subject to conditions, to the extent that any conditions for the listing and quotation of the Placement Shares and the Warrant Shares on the SGX-ST are required to be fulfilled on or before Completion Date, they are so fulfilled to the satisfaction of the SGX-ST or waived by the SGX-ST;
- as of the Completion Date, the trading of the issued Shares on the SGX-ST not being suspended by the SGX-ST (other than a trading halt on a temporary basis requested by the Company) and the issued Shares not having been delisted from the SGX-ST;
- the exemption under Section 275 of the SFA being applicable to the Proposed Placement cum Warrant Issue under the Placement Agreement;
- the allotment, issue and/or subscription of the Warrants, the Placement Shares and the Warrant Shares not being prohibited by any statute, order, rule, regulation or directive promulgated or issued after the date of the Placement Agreement by any legislative, executive or regulatory body or authority of Singapore or any other jurisdiction, which is applicable to the Company or the Placement Agent;
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