Governing law Singapore law Sample Clauses

Governing law Singapore law. While the Convertible Loan itself is not subject to Shareholders’ approval, the Conversion Rights must be approved by Shareholders at an EGM to be convened. Consequently, if the Conversion Rights are not approved, the Convertible Loan will not be capitalised and converted, and must be repaid on the Maturity Date and/or may constitute an event of default. The allotment and issuance of the Conversion Shares is also subject to Shareholders’ approval, to be obtained at the EGM to be convened in respect of the Proposed Transactions, and conditional upon the receipt of an approval in-principle for the listing and quotation of, inter alia, the Conversion Shares from the SGX-ST. For the avoidance of doubt, the Convertible Loan and Conversion Rights will not be listed on the SGX-ST. The SGX-ST had called for the suspension of the trading of the Company’s Shares with effect from 4 April 2019. The Conversion Price of S$0.006 for each Conversion Share represents a discount of approximately 53.8% to the volume weighted average price of S$0.013 per Share for trades done on the Main Board of the SGX-ST on 3 April 2019, being the last full Market Day on which the Company’s Shares were traded prior to the execution of the Convertible Loan Agreement. As such, specific Shareholders’ approval will be sought for the Conversion Rights on its present terms (including the Conversion Price) at the EGM to be convened. By way of illustration, assuming the following: (a) the Proposed Capital Reorganisation has been completed; (b) the maximum convertible amount of the Convertible Loan of S$1.5 million and converted in accordance with its terms. The number of Conversion Shares to be issued is 250,000,000 Shares, while the number of Introducer Shares to be issued is 15,000,000 Shares; (c) no compliance placement is undertaken; and (d) save as set out above, there is no further Share issuance prior to Completion. Based on the assumptions set out above, the Company will have an enlarged issued share capital of 305,046,193 Shares. The number of Conversion Shares to be issued from the Conversion in this illustration represents approximately 81.9% of the Company’s enlarged issued share capital after Completion (excluding treasury Shares). The number of Introducer Shares to be issued in this illustration represents approximately 4.9% of the Company’s enlarged issued share capital (excluding treasury Shares). For the avoidance of doubt, Shareholders are to note that the above computation is fo...
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