INFORMATION ON THE LENDER. The Lender had on 7 May 2017 announced a mandatory unconditional cash offer for all the issued ordinary shares ("Shares") in the capital of the Company other than those already owned, controlled or agreed to be acquired by the Lender or parties acting in concert or deemed to be acting in concert with it. As at 20 June 2017 (based on publicly disclosed information), the Lender and their concert parties hold an aggregate of 120,437,180 Shares, representing approximately 79.23% of the issued share capital of the Company.
INFORMATION ON THE LENDER. The Lender is a third-party private investor. The Lender is a personal contact of Xx Xxx Xxx Xx, the Executive Director of the Company, and was introduced to the Company via Xx Xxx Xxx Xx. For avoidance of doubt, Xx Xxx Xxx Xx is not compensated for introducing the Lender to the Company. As at the date of this announcement, the Lender does not hold, directly and indirectly, any Shares in the Company. To the best of knowledge of the Directors, the Group, the Company, its Directors and substantial shareholders do not have any connection (including business relationship) with the Lender, save as stated above. There is no introducer fee, arranger fee or other commission payable to any party in connection with the Loan Agreement.
INFORMATION ON THE LENDER. 2.1 The Lender is a citizen of the Republic of Singapore and a willing investor introduced to the Company by a professional capital market intermediary.
2.2 Save as disclosed in this announcement, the Company confirms, to the best of their knowledge, that the directors or substantial shareholders of the Company, do not have any connection (including business relationships) with the Lender.
INFORMATION ON THE LENDER. 2.1 The Lender is part of the Haitong International Securities Group (“Haitong International”). Haitong International is an international financial institution with an established presence in Hong Kong and a rapidly expanding network across the globe. It strives to serve as a bridge linking up to the Chinese and overseas markets. The parent company of Haitong International is Haitong Securities Co., Ltd in Hong Kong. Further details on the Lender and Haitong International are set out in the Previous Announcement.
2.2 As at the date of this announcement, the Lender does not hold any Shares in the Company. The Lender has no existing connection (including business relationships) with the Company, its Directors and substantial shareholders, and is not a person to whom the Company is prohibited from issuing shares to, as provided under Rule 812 of the Listing Manual of the SGX-ST.
INFORMATION ON THE LENDER. 2.1 The Lender was introduced to the Company by our Independent Director, Mr Aw Eng Hai. The Lender is interested in making private investments and is providing the Loan to the Company for investment purposes.
2.2 The Lender has confirmed to the Company that its directors, shareholders and/or ultimate beneficial shareholders:
(a) it has no connection (including business relationships) with the Company, its Directors or substantial shareholders and are not persons to whom the Company is prohibited from issuing shares to, as provided by Rule 812 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist ("Catalist Rules"); and
(b) it is not acting in concert with any Director or substantial shareholder of the Company to obtain or consolidate effective control of the Company through the Loan (including as contemplated in the Singapore Code on Take-overs and Mergers). As at date of this announcement, save for a director and shareholder of the Lender who holds 7,500,000 shares or approximately 0.8% equity interests in the Company, none of the remaining directors and/or shareholders of the Lender has any shareholding interests in the Company. The Loan Shares will not be issued and allotted to persons who fall within the categories set out in Rule 812(1) of Catalist Rules. The issuance of the Loan Shares will also not result in a change of controlling interest in the Company.
2.3 No commission or referral fees were paid by the Company in connection with the Loan and the CLA.
INFORMATION ON THE LENDER. 3.1 The Lender is a company incorporated under the law of Singapore. The Lender’s shareholders comprise Phileo Capital Limited (50%) (“Phileo Capital”), Champion Brave Sdn Bhd (25%) (“Champion Brave”), Casi Management Sdn Bhd (12.5%) (“Casi Management”) and Halfmoon Bay Capital Limited (12.5%) (“Halfmoon Bay”).
3.2 Phileo Capital and Champion Brave are controlling shareholders of the Company, holding shares representing 42.71% and 20.76% of the issued share capital of the Company, respectively. The entire issued share capital of Phileo Captial is held by TMF Trustees Singapore Limited (“TMF Trustees”). The Group’s Non-Independent Non-Executive Chairman, Xx Xxxx Xxxx Xxx (“Xx Xxxx”) is deemed interested in the shares held by Phileo Capital as Xx Xxxx is the sole ultimate beneficial owner of Phileo Capital through TMF Trustees, the trustee of a family trust of which Xx Xxxx is the sole beneficiary.
3.3 Casi Management and Halfmoon Bay are substantial shareholders of the Company, holding shares representing 10.38% and 6.49% of the issued share capital of the Company, respectively.
INFORMATION ON THE LENDER. 5.1 The Lender is principally involved in the business of digital marketing consultancy.
5.2 The sole shareholder of the Lender is Takama Shinichi and directors of the Lender are Xxxxx Xxxxxxx, Xxxxxx Sumihiko, Takama Shinichi and Tomihari Tai.
5.3 The Lender is a private investor that was referred to the Company by the Referrer, and has represented that it is subscribing for the Subscription Shares as principal and for its own benefit. As at the date of this announcement, the Lender does not hold, directly or indirectly, any shares in the capital of the Company (the "Shares") and the Lender does not have any connections (including business relationships) with any Director or substantial shareholder of the Company.
5.1 The Lender has confirmed that it is not a person set out in Rule 812(1) of Catalist Rules. The Lender is not related to any of the Directors, substantial Shareholders of the Company, or their respective associates, and is not co-operating or acting in concert with any other Shareholders to obtain or consolidate effective control of the Company through the subscription of the Subscription Shares. In addition, the Subscription Shares will not be issued to transfer a controlling interest of the Company.
5.2 The Lender has acknowledged in the Agreement that:
(a) trading of the Company's shares on the SGX-ST is currently suspended and there is no guarantee that trading of the Company's shares will be resumed;
(b) the Lender has full knowledge of the contents of the announcements, reports and circulars issued by the Company to the public via the website of the SGX-ST (including but not limited to information relating to the financial situation of the Company); and
(c) in entering into the Agreement, the Lender has carefully considered its investment objectives and independently evaluated the risks in respect of its investment pursuant to the Agreement.
INFORMATION ON THE LENDER. Financial Frontiers Pte Ltd is a Singapore-based, boutique private equity firm with proven track records in identifying and investing in companies with high growth potential in diverse industries. Further information about the Lender can be found on xxxx://xxx.xxxxxxxxxxxxxx.xxx.xx. The Lender has no business dealings with the Company other than the CN. The Lender does not fall within any of the prohibited categories as set out in Rule 812 of the Listing Manual Section B: Rules of Catalist of the SGX-ST (the “Catalist Rules”) to whom the Company is prohibited from issuing the convertible notes.
INFORMATION ON THE LENDER. Mega Active Investment Limited was incorporated in Hong Kong with its business xxxxxxx xx Xxxxx 0000, 00/X, Xxxxx Insurance Group Xxxxxxxx, 000, Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx, as a private limited company. The principal activity of the Lender is investment holding. Its present share capital is HK$10,000 comprising of 10,000 ordinary shares.
INFORMATION ON THE LENDER. The Lender is a Chinese state-owned licensed financial institution in the People’s Republic of China. The Company confirms that the Company, the Board and / or its controlling shareholders do not have any material connection with the Lender.
