RATIONALE AND USE OF PROCEEDS. The Consideration Amount under each of the Sale and Purchase Deed represents a discounted amount of the Transferring Receivable Amount. Taking into consideration (i) the early repayment of the Transferring Receivable Amount to optimise cash flows for working capital purposes, (ii) the limitation of exposure to and reduction in credit risk of SPE, and (iii) the working capital requirements of SPE, the Board is of the view that the Assignments are in the best interests of SPE. The proceeds from the Assignments will be utilised for the Group’s working capital requirements.
RATIONALE AND USE OF PROCEEDS. 6.1 The Directors are of the opinion that, after taking into consideration all available financing proposition available, the Bond presents itself as the most suitable fund raising option for the Group at this juncture and it is in the interest of the Company to undertake the Bond issuance and pay the Arranger for the Arranger’s fees and Facility Fee (in the form of New Shares) per the terms as stated in the Agreement and the Arranger Agreement, respectively, to raise additional funding for the purpose of completion of Project Capital City.
6.2 Assuming that the Bond is fully subscribed, the estimated expenses net proceeds from the Bond would be as follows: S$ % Gross proceeds from the Bonds 18,000,000 100.00 Less:
1) Arranger’s fee at 5% (to be paid in cash) 900,000 5.00 2) Legal fees and others 50,000 0.28 Net proceeds 17,050,000 94.72
6.3 The Company intends to utilize the net proceeds from the Bonds (after deducting associated expenses) of up to a maximum of S$17,050,000 (assuming that the S$18 million Bond is fully subscribed) entirely for its Project Capital City in the following manner:
(i) first towards all fees, costs and expenses required for the completion of the construction of the Capital 21 Project and to secure a Certificate of Compliance and Completion in respect of the Capital 21 Project; and
(ii) the balance towards application of strata titles for the Capital 21 Project as set out in the development plans in respect of the Capital 21 Project. The Company will make periodic announcement(s) as to the use of the net proceeds from the Bond as and when such proceeds are materially disbursed and whether such use is in accordance with the stated use. The Company will also provide a status report on the use of the proceeds raised from the Bonds in its interim and full-year financial statements issued under the Catalist Rules and the Company’s annual report. Where there is any material deviation from the stated use of proceeds, the Company will announce the reasons for such deviation. Where the net proceeds from the Bond have been used for working capital purposes, the Company will disclose a breakdown with specific details on how the Bond proceeds have been applied in the announcements and annual reports. Where there is any material deviation from the stated use of Bond proceeds, the Company will announce the reasons for such deviation.
RATIONALE AND USE OF PROCEEDS. 3.1 The Company is currently undergoing a court-supervised process to reorganise its liabilities and has been granted moratorium against enforcement actions and legal proceedings by creditors pursuant to section 211B of the Companies Act (Chapter 50) of Singapore (“Companies Act”). The Shares have also been suspended from trading on the SGX-ST since 14 June 2019.
3.2 The Proposed Placement will provide funds to the Company to, amongst others, facilitate the restructuring of its debts and liabilities as part of the Proposed Creditors Scheme.
3.3 Completion of the Proposed Placement is envisaged to take place concurrently with completion of the Proposed Creditors Scheme.
3.4 The estimated gross proceeds of the Proposed Placement is approximately S$5 million ("Placement Proceeds") The Company intends to use the Placement Proceeds for the following purposes:
(a) approximately 62% of the Placement Proceeds will be applied to the repayment of debts owed to eligible creditors of the Company under the Proposed Creditors Scheme;
(b) approximately 14% of the Placement Proceeds will be applied to the payment of professional fees and expenses in connection with (i) the moratorium application made by the Company on 13 June 2019 to the High Court of the Republic of Singapore to commence a court-supervised process to reorganise its liabilities and to seek a moratorium against enforcement actions and legal proceedings by creditors against the Company pursuant to section 211B of the Companies Act; (ii) the Proposed Creditors Scheme; (iii) any other applications to the Courts of Singapore which the Company may make from time to time; and (iv) the Proposed Placement;
(c) approximately 4% of the Placement Proceeds will be applied to the payment of transactional costs and expenses, comprising the success fee payable to Singasia Capital Partners 2025 Pte. Ltd. and the incentive fee payable to Xx. Xx Yeau Xxxxx as disclosed in paragraph 1.5 above, to be incurred by the Company in relation to the Proposed Placement; and
(d) approximately 20% of the Placement Proceeds will be applied to fund the Group's working capital needs.
3.5 The Company will make periodic announcements on the use of the Placement Proceeds as and when the proceeds are materially disbursed and provide a status report on the use of the Placement Proceeds in the Company's financial results announcements and annual reports. The Company will disclose a breakdown with specific details on the use of the Placement Pro...
RATIONALE AND USE OF PROCEEDS. The Directors are of the view that the Proposed Transactions are in the best interests of the Company and the Group for the following reasons:-
3.1 The Company entered into the Investment Agreement as it needed the equity injection to improve its financial position. As a sign of the Investor’s commitment to this investment, it also made an advance payment of the subscription price for the Cash Investment Exercise (ie. S$6 million) to the Company for its most pressing cashflow needs. This helped to alleviate the Group’s most pressing cashflow requirements.
3.2 The Group was in November 2006 unable to meet its payment obligations under its banking facilities and faced repayment pressures from its bank creditors. As such, the entry into the Investment Agreement and the contemplated fresh equity gave the Company a platform on which to discuss and negotiate the debt restructuring, which is in the best interests of the Group. The terms of the debt restructuring, as set out in the DRA, would allow the Group more time to turn around its operations and improve its financial performance. Under the DRA, part of the outstanding borrowings of the Group will be converted pursuant to the Proposed Debt to Equity Swap and therefore would no longer be a payment due to the Singapore Creditors. The rest of the Group's debt would become a term loan repayable over 8 years. In addition, as it is a term of the Investment Agreement that the existing banking facilities be restructured, new equity would only be injected into the Group if the debt restructuring can be finalised. This provided an impetus for all parties to work towards a win-win solution for the Group's financial difficulties.
3.3 The Company needed professional assistance in order to implement the debt restructuring and to find an investor and structure a viable work-out plan. As such, it had to appoint SFCA in November 2006 to review its financial position and to assist in the debt restructuring. When it became clear that fresh equity was required, the Company appointed SFM&A to source an appropriate investor. SFM&A then introduced the Investor to the Group and assisted to bring about the Investment Agreement. The professional fees payable by the Company to the Financial Advisers are within the range of fees charged by comparable service providers for such services, and the Directors are of the opinion that it would be better for the Group to preserve its cash and settle such payments in the form of new Shares.
RATIONALE AND USE OF PROCEEDS. 4.1. Since 21 December 2015 when the Company became a cash company, the Company had, in compliance with Rule 1018(1) of the Listing Manual, placed at least 90% of the Company's cash and short-dated securities into an escrow account (“Escrow Account”). The amount placed in the Escrow Account cannot be drawn down until the completion of the acquisition of a business which is able to satisfy SGX-ST's requirements for a new listing, except for payment of expenses incurred in a reverse takeover approved by shareholders and pro-rata distributions to shareholders.
4.2. Having considered the above, the Loan will enable the Company to supplement its existing cash balance which are not subject to the Escrow Account, to be used as general working capital in the ordinary course of its business.
RATIONALE AND USE OF PROCEEDS. 4.1 The Company intends to utilize the proceeds from the Loan entirely for its working capital requirements of the Group’s existing businesses. Estimated expenses for the issuance of the Loan 36,000 Working capital requirements of the Group’s existing businesses 3,964,000 The Company will make periodic announcement(s) as to the use of the proceeds from the Loan as and when such proceeds are materially disbursed and whether such use is in accordance with the stated use. The Company will also provide a status report on the use of the proceeds raised from the Loan in its interim and full-year financial statements issued under the Catalist Rules and the Company’s annual report. Where there is any material deviation from the stated use of proceeds, the Company will announce the reasons for such deviation. Where the proceeds have been used for working capital purposes, the Company will provide a breakdown with specific details on how the proceeds have been applied in the announcements and annual report.
4.2 Pending the deployment of the proceeds from the Loan for the purpose mentioned above, such proceeds may be placed as deposits with financial institutions or invested in short-term money markets and/or marketable securities or for any other purposes on a short-term basis, as the Directors may deem fit, from time to time.
RATIONALE AND USE OF PROCEEDS. The estimated net proceeds to be raised from the Convertible Loan, after deducting estimated fees and expenses of approximately S$15,000, is approximately S$985,000. The Company intends to use the proceeds from the Convertible Loan for working capital purposes, business growth and investment opportunities in the following manner: Working capital* 635,000 64.5 Business growth and investment opportunities 350,000 35.5 Following the completion of the proposed diversification of new business into properties development and properties investment, the Company anticipate no revenue to be generated during the initial stage of the proposed new business. The Board is of the view that the Convertible Loan is beneficial to and in the best interests of the Company as it will assist to fund the Company's operating expenses for the next 12 months while the Company is in transition period to the new business activities. Pending deployment of the net proceeds from the Convertible Loan, such proceeds may be placed as deposits with financial institutions in short term money markets or debt instruments or for any other purposes on a short term basis, but in accordance with the terms of the Convertible Loan Agreement, as the Directors may, in their absolute discretion, deem fit. The Company will make periodic announcements on the utilisation of the net proceeds as and when the net proceeds from the Convertible Loan are materially disbursed and whether such a use is in accordance with the stated use. Where there is any material deviation from the stated use of the proceeds, the Company will announce the reasons for such deviation. The Company will also provide a status report on the use of the net proceeds in its annual reports, if applicable.
RATIONALE AND USE OF PROCEEDS. The Proposed Subscription is for the discharge and settlement of the Company’s obligation to repay the Loan through the allotment and issuance of the New Shares by the Company to the Subscriber in lieu of receiving payment from the Subscriber and accordingly, no cash proceeds will be received from the Subscriber. The Board (with the Subscriber abstaining) is of the view that the Proposed Subscription is beneficial to and in the best interests of the Company as it will reduce the Company’s debt and allow the Company to conserve its cash resources.
RATIONALE AND USE OF PROCEEDS. 4.1 The Company is of the view that the entry by the Company into the Convertible Loan Agreement is beneficial to the Company, and the Group, as the proceeds from the Loans will enable the Group to pursue the expansion of its business in other jurisdictions, primarily in the People’s Republic of China (“PRC”). The proceeds from the Loans will be used to finance the business operations and activities of the Company’s subsidiary to be incorporated in the PRC (the “PRC Subsidiary”). The Company will be making the relevant announcement at the appropriate juncture once the incorporation of the PRC Subsidiary is completed.
4.2 The estimated net proceeds from the Loans (assuming that the Company draws down the maximum facility amount of RMB 68,000,000), after deducting expenses of approximately S$60,000, is approximately S$13,540,000 (the “Net Proceeds”).
4.3 The Company intends to use the Net Proceeds to fund the following activities to be undertaken by the PRC Subsidiary:
(a) approximately 35% of such proceeds will be used for the procurement and trading of food and beverage related products;
(b) approximately 35% of such proceeds will be used for food and beverage business in the PRC; and
(c) approximately 30% of such proceeds will be used for growth and acquisition opportunities in Hong Kong and the PRC as and when they arise. The acquisition of any business by the Company or the PRC Subsidiary which changes the Company’s risk profile will be subject to the relevant Shareholders’ approvals being obtained, as may be required under the Catalist Rules. The Company will make the relevant announcement at the appropriate junctures in this regard.
4.4 Pending the deployment of the Net Proceeds for the above-mentioned purposes, the Net Proceeds may be deposited with banks and/or financial institutions, invested in short-term money market instruments and/or marketable securities and/or debt instruments or used for any other purposes on a short-term basis as the Board may in their absolute discretion deem fit in the best interest of the Group.
4.5 The Company will make periodic announcements as and when the Net Proceeds from the Loans are materially disbursed and whether such use is in accordance with the stated use. The Company will also provide a status report on the use of the Net Proceeds in the interim and full year financial statements and the annual report. Where the Net Proceeds are used for working capital purposes, the Company will provide a breakdown with sp...
RATIONALE AND USE OF PROCEEDS. The Company decided to enter into the Agreement so as to strengthen its balance sheet and cash flow. The net proceeds from the CN shall be applied towards making investments and for general working capital of the Group. The net proceeds from the CN, after deducting the Advanced Interest, Arranger’s Fee, and legal expenses of S$257,500, is S$3,242,500 (the “Net Proceeds”). The Company intends to use the Net Proceeds in the following manner: General working capital Approximately up to 10-20% Investments and general corporate purposes Approximately up to 80-90% Pending the deployment of the Net Proceeds, such proceeds may be deposited with banks or financial institutions, invested in short-term money market instruments or marketable securities, and/or used for any other purpose on a short-term basis, as the Directors may, in their absolute discretion, deem fit from time to time. The Company will make periodic announcements on the use of the Net Proceeds as and when they are materially disbursed. The Company will disclose a breakdown with specific details on the use of the Net Proceeds for working capital in such announcements. The Directors are of the opinion that, after taking into consideration the present bank facilities and Net Proceeds, the working capital available to the Group is sufficient to meet its present requirements.
