Financial Effects of the Proposed Acquisition. The unaudited pro forma financial effects of the Proposed Acquisition are purely for illustrative purposes only and do not necessarily reflect the actual financial performance or position of the enlarged Group following the completion of the Proposed Acquisition. The unaudited pro forma financial effects of the Proposed Acquisition set out below have been prepared based on the latest audited consolidated financial statements of the Group for FY2020 and the audited financial statements of the Target Company for the financial year ended 31 December 2019, as well as the following bases and key assumptions: (a) the financial effects of the Proposed Acquisition on the Group’s net tangible assets (the “NTA”) per share and gearing are computed based on the assumption that the Proposed Acquisition was completed on 31 March 2020; (b) the financial effects of the Proposed Acquisition on the Group’s loss per share are computed based on the assumption that the Proposed Acquisition was completed on 1 April 2019; (c) no adjustments have been made to account for the different financial year ends and accounting standards of the Company with that of the Target Company; (d) the analysis does not take into account any transactions completed by the Company subsequent to 31 March 2020; (e) the analysis does not take into account the transactional costs and expenses in connection with the Proposed Acquisition; (f) the analysis does not take into account the financial effects of the Proposed Share Consolidation and the issuance of the Introducer Shares and the PPCF Shares; and (g) Cash Consideration of S$3.0 million, which is payable in full to the Vendors within 12 months from the Completion Date, is recognised in the financial impact analysis as a current liability. Share Capital Before the Proposed Acquisition After the Proposed Acquisition Number of Shares 1,229,226,124 4,395,892,791 Issued and paid-up share capital as at 31 March 2020 (S$’000) 24,764 39,014(1) NTA per Share Before the Proposed Acquisition After the Proposed Acquisition NTA attributable to Shareholders (S$’000) 7,466 7,013 Number of Shares 1,229,226,124 4,395,892,791 NTA per Share attributable to Shareholders (Singapore cents) 0.61 0.16 Loss per Share Before the Proposed Acquisition After the Proposed Acquisition Net loss attributable to Shareholders (S$’000) (2,726) (1,883) Number of Shares 1,229,226,124 4,395,892,791 Loss per Share (Singapore cents) (0.22) (0.04) Gearing Before the Proposed Acquisition After the Proposed Acquisition Total liabilities (S$’000) 3,045 14,350 Total shareholders’ equity (S$’000) 7,466 22,559 Gearing ratio(2) 40.8% 63.6% (1) The fair value of the Consideration Shares is based on the volume weighted average price of S$0.0045 as at 28 September 2020, being the full market day preceding the date of the SPA. (2) Gearing is determined based on total liabilities divided by shareholders’ equity.
Appears in 1 contract
Financial Effects of the Proposed Acquisition. 6.1 The unaudited pro forma financial effects of the Proposed Acquisition are purely for illustrative purposes only and do not necessarily reflect the actual financial performance or position of the enlarged Group following the completion of the Proposed Acquisition. The unaudited pro forma financial effects of the Proposed Acquisition set out below have been prepared based on the latest audited consolidated financial statements of the Group for FY2020 and the audited financial statements of the Target Company for the financial year ended 31 December 2019, as well as the following bases and key assumptions:
(a) the financial effects of the Proposed Acquisition on the Group as set out below are strictly for illustrative purposes only and do not purport to be indicative or a projection of the results and financial position of the Company and the Group after the Proposed Acquisition.
6.2 The following financial effects of the Proposed Acquisition are computed based on the Group’s audited consolidated financial statements for the financial year ended 31 March 2018 and the following bases and assumptions:
6.2.1 the net tangible assets asset (the “NTA”) is computed based on the assumption that the (i) issuance of 3,561,525,737 rights shares as announced on 3 May 2018; (ii) acquisition of the Xxx Xxxxx property as set out in the announcement dated 28 June 2018; (iii) acquisition of 80% of the entire issued share capital of Oxley Batam Pte. Ltd. and the novation of loan in the announcements dated 16 March 2018 and 18 May 2018; (iv) en-bloc acquisition of Peak Court in the announcements dated 11 May 2018 and 10 August 2018; (v) disposal of 50% of the entire issued share capital of Rich Capital Realty Pte. Ltd. and the novation of loan in the announcement dated 20 November 2018 (collectively, the “Previous Transactions”) had been completed or had taken place as at 31 March 2018 and (vi) the audited NTA of the Target Group for the financial year ended 31 December 2018; and
6.2.2 the financial effect on the earning per share and gearing are (“EPS”) is computed based on the assumption that the Proposed Acquisition was completed on 31 March 2020;
(b) and the financial effects of the Proposed Acquisition on the Group’s loss per share are computed based on the assumption that the Proposed Acquisition was Previous Transactions were completed on 1 April 2019;
(c) no adjustments have been made to account 2017 including the audited profit after tax for the different financial year ends and accounting standards of the Company with that ended 31 December 2018 of the Target Company;Group.
(d) the analysis does not take into account any transactions completed by the Company subsequent to 6.3 NTA As at 31 March 2020;
(e) the analysis does not take into account the transactional costs and expenses in connection with the Proposed Acquisition;
(f) the analysis does not take into account the financial effects of the Proposed Share Consolidation and the issuance of the Introducer Shares and the PPCF Shares; and
(g) Cash Consideration of S$3.0 million, which is payable in full to the Vendors within 12 months from 2018 Before the Completion Date, is recognised in the financial impact analysis as a current liability. Share Capital Before of the Proposed Acquisition After the Completion of the Proposed Acquisition Number FY2018 Before the Completion of Shares 1,229,226,124 4,395,892,791 Issued and paid-up share capital as at 31 March 2020 (S$’000) 24,764 39,014(1) NTA per Share Before the Proposed Acquisition After the Proposed Acquisition NTA attributable to Shareholders (S$’000) 7,466 7,013 Number Completion of Shares 1,229,226,124 4,395,892,791 NTA per Share attributable to Shareholders (Singapore cents) 0.61 0.16 Loss per Share Before the Proposed Acquisition After the Proposed Acquisition Net loss attributable to Shareholders (S$’000) (2,726) (1,883) Number of Shares 1,229,226,124 4,395,892,791 Loss per Share (Singapore cents) (0.22) (0.04) Gearing Before the Proposed Acquisition After the Proposed Acquisition Total liabilities (S$’000) 3,045 14,350 Total shareholders’ equity (S$’000) 7,466 22,559 Gearing ratio(2) 40.8% 63.6%Note:
(1) The fair value of Assuming up to 5,616,666,667 new shares have been issued as consideration for the Consideration Shares is based on Proposed Acquisition and that the volume weighted average price of S$0.0045 as at 28 September 2020, being Alternative Payment Option for the full market day preceding the date of the SPARevised 2nd Tranche Payment had not been exercised.
(2) Gearing is determined based Including non-recurring fair value gain on total liabilities divided by shareholders’ equityinvestment property of S$2,550,000 in the Target Group.
Appears in 1 contract
Financial Effects of the Proposed Acquisition. 4.1 The unaudited pro forma financial effects of the Proposed Acquisition set out below are purely for illustrative purposes only and do not necessarily reflect the actual results and financial performance or position of the enlarged Group Company following the completion of the Proposed Acquisition. .
4.2 The unaudited pro forma financial effects of the Proposed Acquisition set out below have been on (i) the consolidated net tangible assets attributable to Shareholders (“NTA”) for each Share; and (ii) the consolidated earnings for each Share attributable to shareholders ("EPS") of the Company were prepared based on the latest audited consolidated financial statements of the Group for FY2020 and the audited financial statements of the Target Company for the financial year ended 31 December 2019, as well as FY2016 and subject to the following bases and key assumptions:
(a) 4.2.1 the financial effects of the Proposed Acquisition on the Group’s net tangible assets (the “NTA”) consolidated NTA per share and gearing are Share were computed based on the assumption assuming that the Proposed Acquisition was completed effected on 31 March 2020December 2016;
(b) 4.2.2 the financial effects of the Proposed Acquisition on the Group’s loss per share are consolidated EPS of the Company were computed based on the assumption that assuming the Proposed Acquisition was completed effected on 1 April 2019January 2016;
(c) no adjustments have been made to account for 4.2.3 the different financial year ends and accounting standards of the Company with that of the Target Company;
(d) the analysis does not take into account any transactions completed by the Company subsequent to 31 March 2020;
(e) the analysis does not take into account the transactional costs and expenses in connection with the Proposed Acquisition;Acquisition have been disregarded; and
4.2.4 no earnings/profits generated as the Target Company and the Operating Company have not commenced production.
4.3 When issued, the Consideration Shares will comprise of 674,757,307 Shares and will represent approximately 29% of all Shares as at the date of this announcement (f) the analysis does not take into account the financial effects assuming that all 12,500,000 issued convertible securities have been converted and excluding treasury shares), and approximately 23% of the Proposed Share Consolidation enlarged issued and paid-up share capital of the Company following completion of the issuance of the Introducer Consideration Shares (assuming that none of the 12,500,000 issued convertible securities has been converted and excluding treasury shares). Following completion of the PPCF issuance of the Consideration Shares; and, the Company’s issued and paid-up share capital will increase from 2,314,249,336 Shares as at the date of this announcement to 2,989,006,643 Shares.
(g) Cash Consideration of S$3.0 million, which is payable in full to the Vendors within 12 months from the Completion Date, is recognised in the financial impact analysis as a current liability. Share Capital 4.4 Financial effects on consolidated NTA: Before the Proposed Acquisition After the Proposed Acquisition Consolidated NTA as at 31 December 2016 (S$’000) 4,631 9,152 Number of Shares 1,229,226,124 4,395,892,791 Issued and paid-up share capital as at 31 March 2020 December 2016 (S$’000‘000) 24,764 39,014(1) 1,564,249 2,239,006 Consolidated NTA per Share as at 31 December 2016 (cents) 0.30 0.41 4.5 Financial effects on consolidated EPS Before the Proposed Acquisition After the Proposed Acquisition NTA Consolidated net earnings attributable to Shareholders (S$’000) 7,466 7,013 Number of Shares 1,229,226,124 4,395,892,791 NTA per Share attributable to Shareholders (Singapore cents) 0.61 0.16 Loss per Share Before the Proposed Acquisition After the Proposed Acquisition Net loss attributable to Shareholders for FY2016 (S$’000) (2,7268,277) (1,8838,277) Number Weighted average number of Shares 1,229,226,124 4,395,892,791 Loss per Share for FY2016 (Singapore ‘000) 1,148,340 1,823,097 Consolidated EPS for FY2016 (cents) (0.220.72) (0.04) Gearing Before the Proposed Acquisition After the Proposed Acquisition Total liabilities (S$’000) 3,045 14,350 Total shareholders’ equity (S$’000) 7,466 22,559 Gearing ratio(2) 40.8% 63.6%
(1) The fair value of the Consideration Shares is based on the volume weighted average price of S$0.0045 as at 28 September 2020, being the full market day preceding the date of the SPA.
(2) Gearing is determined based on total liabilities divided by shareholders’ equity.0.45)
Appears in 1 contract
Samples: Supplemental Agreement
Financial Effects of the Proposed Acquisition. The unaudited pro forma financial effects of the Proposed Acquisition are purely for illustrative purposes only and do not necessarily reflect the actual financial performance or position of the enlarged Group following the completion of the Proposed Acquisition. The unaudited pro forma financial effects of the Proposed Acquisition set out below have been prepared based on the latest audited consolidated financial statements of the Group for FY2020 and the audited financial statements of the Target Company for the financial year ended 31 December 2019, as well as the following bases and key assumptions:
(a) the financial effects of the Proposed Acquisition on the Group’s net tangible assets (Group set out below are strictly for illustrative purposes only and do not purport to be indicative or a projection of the “NTA”) per share results and gearing are computed financial position of the Company and the Group after the Acquisition Completion. These illustrative financial effects have been prepared based on the assumption that audited financial statements of the Proposed Acquisition was completed Company for FY2023, based on 31 March 2020the following bases and assumptions:
(a) the share capital of the Company as at the date of this announcement comprising 744,758,836 Shares for the purposes of illustrating the financial effects on the Group’s issued and paid-up share capital;
(b) that the Proposed Acquisition and the Proposed Share Issuances had been completed on 1 January 2023 for the purposes of illustrating the financial effects of the Proposed Acquisition on the Group’s loss per share are computed based on the assumption that the Proposed Acquisition was completed on 1 April 2019EPS;
(c) no adjustments have that the Proposed Acquisition and the Proposed Share Issuances had been made to account completed on 31 December 2023 for the different purposes of illustrating the financial year ends and accounting standards of effects on the Company with that of the Target CompanyGroup’s NTA per Share;
(d) the analysis does not take into account any transactions completed Purchase Consideration is funded by way of an allotment and issuance of 452,000,000 Consideration Shares at the Company subsequent to 31 March 2020;
(e) the analysis does not take into account the transactional costs and expenses Consideration Share Price of S$0.0090 per Consideration Share paid in connection with the Proposed Acquisition;
(e) the Proposed Acquisition will be completed prior to the Proposed Subscription and the Proposed Share Issuances;
(f) the analysis allotment and issuance of 11,000,000 Icon Shares at the prevailing marketing price to Icon Law
(g) the computation does not take into account the financial effects of any expenses that may be incurred in relation to the Proposed Share Consolidation and the issuance of the Introducer Shares and the PPCF Shares; and
(g) Cash Consideration of S$3.0 million, which is payable in full to the Vendors within 12 months from the Completion Date, is recognised in the financial impact analysis as a current liabilityAcquisition. Share Capital Before the Proposed Acquisition After the Proposed Acquisition Add: Number of Consideration Shares 1,229,226,124 4,395,892,791 Issued 452,000,000 4,068 Add: Number of Subscription Shares 407,000,000 1,628 Add: Number of Sign-On Shares 76,000,000 - Add: Number of Icon Shares 11,000,000 99 Enlarged issued and paid-up share capital as at 31 March 2020 (S$’000) 24,764 39,014(1) NTA per Share Before after the Proposed Acquisition After the Proposed Acquisition NTA attributable to Shareholders Share Issuances 1,690,758,836 62,010 744,758,836 56,215 (S$’000) 7,466 7,013 Number of Shares 1,229,226,124 4,395,892,791 NTA per Share attributable to Shareholders (Singapore cents) 0.61 0.16 Loss per Share Before the Proposed Acquisition After the Proposed Acquisition Net loss attributable to Shareholders (S$’0002,488) (2,7262,488) (1,8832,488) Number of Shares 1,229,226,124 4,395,892,791 Loss per Share 593,128 1,005,672 1,498,318 (Singapore cents0.42) (0.220.25) (0.04) Gearing Before the Proposed Acquisition After the Proposed Acquisition Total liabilities (S$’000) 3,045 14,350 Total shareholders’ equity (S$’000) 7,466 22,559 Gearing ratio(2) 40.8% 63.6%
(1) The fair value of the Consideration Shares is based on the volume weighted average price of S$0.0045 as at 28 September 2020, being the full market day preceding the date of the SPA.
(2) Gearing is determined based on total liabilities divided by shareholders’ equity.0.17)
Appears in 1 contract
Samples: Acquisition Agreement
