The Issuance of the Consideration Shares. In consideration for the Sale Shares, the Company shall allot and issue such number of new fully paid-up Consideration Shares at the Issue Price to the Vendors, fractional entitlements to be disregarded, in the proportions or manner set out in the SPA (which are determined pursuant to their respective shareholding proportions of Sale Shares). The Consideration Shares will be allotted free from encumbrances and shall rank pari passu in all respects with the then-issued Shares save for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issue of the Consideration Shares. In addition under the SPA, the Vendors are entitled to direct the Consideration Shares to be allotted and issued to third parties (the "Recipients"), in such proportion and quantum as the Vendors may decide. The allotment and issuance of the Consideration Shares to the relevant Recipients shall constitute a good and valid discharge of the Company’s obligation to issue the Consideration Shares under the SPA. The identity of the Recipients and their respective connections with the Vendors will be announced to Shareholders if and after the Vendors decide to direct such Consideration Shares to the said Recipients. For the avoidance of doubt, all Consideration Shares shall be subject to the moratorium requirements under Rule 422 of the Catalist Rules, or as otherwise required by the SGX-ST or the full sponsor to be appointed in respect of the Proposed Acquisition (the “Sponsor”). The Issue Price of S$0.35 for each Consideration Share represents a premium of approximately 247% over the volume weighted average price of S$0.101 per Share as at 28 January 2022, which is the last full market day prior to the execution of the SPA on 31 January 2022. By way of illustration, assuming the following:
The Issuance of the Consideration Shares. In consideration for the Sale Shares, the Company shall allot and issue such number of new fully-paid up Consideration Shares at the Issue Price (as defined below) to the Vendors, fractional entitlements to be disregarded. The Consideration Shares will be allotted free from encumbrances and shall rank pari passu in all respects with the then-issued Shares save for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issue of the Consideration Shares. For the avoidance of doubt, all Consideration Shares shall be subject to the moratorium requirements under Rule 422 of the Catalist Rules, or as otherwise required by the SGX-ST or the Full Sponsor (defined below). The Company is in the midst of discussion for the appointment of Full Sponsor and announcement will be made upon finalisation of appointment of Full Sponsor. The Pre-Consolidation Issue Price of S$0.038 for each Consideration Share represents a premium of approximately 322% over the volume weighted average price of S$0.009 per Share for trades done on the Catalist Board of the SGX-ST on 28 February 2018, being the last full market day prior to the suspension of trading of the Shares. By way of illustration, assuming the following:
