Proposed Private Placement Of 6, 000, 000 New Ordinary Shares Of S$0.20 Each In The Capital Of HG Metal Manufacturing Limited (The "Private Placement")
BackSep 04, 2003
The Directors of HG Metal Manufacturing Limited (the "Company") are pleased to announce that the Company has signed a placement agreement (the "Placement Agreement") on 4 September 2003 with Oversea-Chinese Banking Corporation Limited ("OCBC") pursuant to which OCBC has agreed to subscribe or procure subscription for 6,000,000 new ordinary shares of par value S$0.20 each in the capital of the Company (the "New Shares") at S$0.2905 per New Share for an aggregate consideration of S$1,7430,000.
The Placement Price of S$0.2905 for each New Share represents a discount of 10.0% of the weighted average price for trades done on 3 September 2003 and 4 September 2003 up to the time of execution of the Placement Agreement.
The New Shares, when issued and fully paid, will rank pari passu in all respects with the ordinary shares of the Company existing at the time of issue of the New Shares.
The Private Placement is conditional upon, inter alia, the lodgement of a Statement of Material Facts (the "SMF") which complies as to form and content with the Twelfth Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2002 with the Monetary Authority of Singapore (the "MAS") and the in-principle approval being granted by the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing of and quotation for the New Shares on the Official List of the SGX-ST Dealing and Automated Quotation System. The SMF was lodged with the MAS on 4 September 2003.
The estimated net proceeds of the Private Placement of approximately S$1.69m will be used
for [the purposes of funding the developments and expansion of the Group's business activities and increase its working capital.
Pending the deployment of the net proceeds, such proceeds may be placed as deposits with financial institutions or invested in short term money markets or debt instruments or for any other purposes on a short term basis as the Directors may deem fit.
When completed, the Private Placement will increase the issued share capital of the Company from S$17,066,000 divided into 85,330,000 shares of S$0.20 each to S$18,266,000 divided into 91,330,000 shares of S$0.20 each. The New Shares represent approximately 7.03% of the issued share capital of the Company as at 4 September 2003.
Based on the audited accounts of the Group as at 31 October 2002, the net tangible assets per share of the Company and the Group, after adjusting for the New Shares will change from approximately S$22.93 to S$23.01 and S$25.02 to S$24.78 respectively.
The New Shares will be issued pursuant to the general mandate obtained at the annual general meeting of the Company on 28 March 2003 which authorises the Directors of the Company pursuant to Section 161 of the Singapore Companies Act (Cap 50) to issue new shares not exceeding 20% of the Company's issued share capital at the time the general mandate was obtained for the time being in the case where shares are issued other than on a pro-rata basis to existing shareholders.
None of the New Shares will be placed with the Directors or substantial shareholders of the Company or other persons specified in Rule 812(1) of the Listing Manual of the SGX-ST.
Pursuant to the Placement Agreement, OCBC has agreed to purchase and/or procure the purchase of an aggregate of 6,000,000 ordinary shares of $0.20 (the "Vendor Shares") each from Messrs Tan Chan Too (1,900,000 Vendor Shares), Wee Piew (1,200,000 Vendor Shares), Tan Ah Bee (1,700,000 Vendor Shares) and Lee Leng Loke (1,200,000 Vendor Shares) (the "Vendors") at a consideration of $0.2905 per Vendor Share for a placement commission of 1.5%. The Vendors are directors of the Company and Messrs Tan Chan Too and Tan Ah Bee are also substantial shareholders of the Company. Save as disclosed, none of the Directors or substantial shareholders of the Company has any interest, direct or indirectly, in the Private Placement.
The Placement Price of S$0.2905 for each New Share represents a discount of 10.0% of the weighted average price for trades done on 3 September 2003 and 4 September 2003 up to the time of execution of the Placement Agreement.
The New Shares, when issued and fully paid, will rank pari passu in all respects with the ordinary shares of the Company existing at the time of issue of the New Shares.
The Private Placement is conditional upon, inter alia, the lodgement of a Statement of Material Facts (the "SMF") which complies as to form and content with the Twelfth Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2002 with the Monetary Authority of Singapore (the "MAS") and the in-principle approval being granted by the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing of and quotation for the New Shares on the Official List of the SGX-ST Dealing and Automated Quotation System. The SMF was lodged with the MAS on 4 September 2003.
The estimated net proceeds of the Private Placement of approximately S$1.69m will be used
for [the purposes of funding the developments and expansion of the Group's business activities and increase its working capital.
Pending the deployment of the net proceeds, such proceeds may be placed as deposits with financial institutions or invested in short term money markets or debt instruments or for any other purposes on a short term basis as the Directors may deem fit.
When completed, the Private Placement will increase the issued share capital of the Company from S$17,066,000 divided into 85,330,000 shares of S$0.20 each to S$18,266,000 divided into 91,330,000 shares of S$0.20 each. The New Shares represent approximately 7.03% of the issued share capital of the Company as at 4 September 2003.
Based on the audited accounts of the Group as at 31 October 2002, the net tangible assets per share of the Company and the Group, after adjusting for the New Shares will change from approximately S$22.93 to S$23.01 and S$25.02 to S$24.78 respectively.
The New Shares will be issued pursuant to the general mandate obtained at the annual general meeting of the Company on 28 March 2003 which authorises the Directors of the Company pursuant to Section 161 of the Singapore Companies Act (Cap 50) to issue new shares not exceeding 20% of the Company's issued share capital at the time the general mandate was obtained for the time being in the case where shares are issued other than on a pro-rata basis to existing shareholders.
None of the New Shares will be placed with the Directors or substantial shareholders of the Company or other persons specified in Rule 812(1) of the Listing Manual of the SGX-ST.
Pursuant to the Placement Agreement, OCBC has agreed to purchase and/or procure the purchase of an aggregate of 6,000,000 ordinary shares of $0.20 (the "Vendor Shares") each from Messrs Tan Chan Too (1,900,000 Vendor Shares), Wee Piew (1,200,000 Vendor Shares), Tan Ah Bee (1,700,000 Vendor Shares) and Lee Leng Loke (1,200,000 Vendor Shares) (the "Vendors") at a consideration of $0.2905 per Vendor Share for a placement commission of 1.5%. The Vendors are directors of the Company and Messrs Tan Chan Too and Tan Ah Bee are also substantial shareholders of the Company. Save as disclosed, none of the Directors or substantial shareholders of the Company has any interest, direct or indirectly, in the Private Placement.