Memiontec Holdings Ltd. Announces Rights cum Warrants Issue: What Investors Need to Know

In a significant move, Memiontec Holdings Ltd., a company listed on the Catalist of the Singapore Exchange Securities Trading Limited (SGX-ST), has announced a rights cum warrants issue to raise capital. This article provides an overview of the key points from the offer information statement and highlights important information for shareholders.

Key Points to Consider

• The company is offering Rights Shares with Warrants to existing shareholders, which will be listed on the Catalist of the SGX-ST.
• The Rights cum Warrants Issue is not underwritten, and there is no assurance that an active trading market for the Shares will develop.
• Investors should be aware of the risks associated with the Rights Shares and Warrants, including the potential dilution of their interests.
• The company has not identified any specific asset, business, or entity which it intends to acquire or refinance using the Net Proceeds.
• The Group’s working capital requirements, financing plans, and capital expenditure needs may vary, and additional funds may be required.

Offer Details and Eligibility

The offer is made in accordance with the Securities and Futures (Offers of Investments) (Securities and Securities-Based Derivative Contracts) Regulations 2018. The Rights Shares with Warrants will be issued to satisfy excess applications or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company.

Entitled Shareholders have been provisionally allotted the Rights Shares with Warrants under the Rights cum Warrants Issue on the basis of their shareholdings as at the Record Date. Entitled Shareholders are at liberty to accept, decline, renounce (in full or in part) or trade on the Catalist of SGX-ST (during the period prescribed by the SGX-ST for the trading of the Nil-Paid Rights) their Nil-Paid Rights and are eligible to apply for Excess Rights Shares with Warrants in excess of their provisional allotments.

Risk Factors and Considerations

Investing in shares quoted on Catalist involves a higher degree of risk and can be less liquid than shares quoted on the Mainboard of the SGX-ST. Companies listed on Catalist may not have a track record of profitability, and there is no assurance that there will be a liquid market in the securities traded.

The market price for the Shares may be highly volatile and fluctuate significantly due to various factors, including variations in the Group’s operating results, changes in securities analysts’ recommendations, and general economic conditions.

Financial Information and Performance

The Group recorded a revenue of S\$52.9 million for FY2024, a decrease of S\$14.0 million or 20.8% as compared to FY2023. The decrease in revenue was mainly due to lower revenue contribution from Singapore’s TSEPC operations, mainly from the C22C Contract and Odour Control & Air.

The Group’s net working capital as at 31 December 2024 decreased by \$9.5 million as compared to as at 31 December 2023, mainly due to lower cash reserves and higher borrowings.

Use of Net Proceeds

The Company intends to utilize the Net Proceeds in the following proportions:

• Approximate Percentage Allocation of the Net Proceeds: 100%
• General working capital requirements: S\$3,775,000 (100%)

The Net Proceeds will be used for general corporate and working capital requirements.

Cautionary Note on Forward-Looking Statements

All statements contained in this Offer Information Statement, statements made in public announcements, press releases, and oral statements that may be made by the Company or its officers, employees, and Directors acting on its behalf, that are not statements of historical fact, constitute “forward-looking statements.” Some of these statements can be identified by words that have a bias towards the future or are forward-looking, such as “seek,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “plan,” “strategy,” “forecast” and similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” and “might.”

Forward-Looking Statements and Risk Factors

These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the Group’s actual future results, performance, or achievements to be materially different from any future results, performance, or achievements expected or implied by such statements.

Additional Disclosure Requirements

The Company will make periodic announcements on the utilization of the Net Proceeds as and when such proceeds are materially disbursed and whether such disbursements are in accordance with the use of proceeds as stated in this Offer Information Statement.

As at the Latest Practicable Date, the Directors are of the reasonable opinion that, after taking into consideration the present bank facilities and operating cash flows of the Group, as well as the Net Proceeds, the working capital available to the Group is sufficient to meet its requirements for at least the next 12 months.

Provisional Allotments and Trading

Entitled Scripholders and their Renouncees will be issued physical share certificates in their own names for the Rights Shares with Warrants allotted to them and, if applicable, the Excess Rights Shares with Warrants.

Such physical share certificates for the Rights Shares with Warrants, if issued, will be forwarded by ordinary post at their own risk and will not be valid for delivery pursuant to trades done on the SGX-ST under the book-entry (scripless) settlement system.

Trading of Shares of Companies Listed on Catalist

Active and liquid trading of securities generally result in lower volatilities in price and more efficient execution of buy and sell orders for investors. Generally, the liquidity of the market for a particular share is dependent on, amongst others, the size of the free float, the price of each board lot, presence of institutional interests, and the business prospects of the company as well as the prevailing market sentiment.

Waiver of Underwriting Fees

No underwriter has been appointed in relation to the Rights cum Warrants Issue. The Company has decided to proceed with the Rights cum Warrants Issue on a non-underwritten basis.

Rights cum Warrants Issue Details

The Rights cum Warrants Issue will not be underwritten, and there is no assurance that an active trading market for the Nil-Paid Rights or the Rights Shares with Warrants will develop during the trading period for such nil-paid entitlements.

Even if an active market develops, there is no certainty that the trading price for the Shares will be sustained or increase.

Impact on Shareholders

The Rights cum Warrants Issue may result in Shareholders holding odd lots of Shares (that is, lots other than board lots of 100 Shares). Shareholders who hold odd lots of Shares and who wish to trade in odd lots on the SGX-ST’s Unit Share Market should note that they are able to do so.

Liquidity of the Shares

The liquidity of the market for a particular share is dependent on, amongst others, the size of the free float, the price of each board lot, presence of institutional interests, and the business prospects of the company as well as the prevailing market sentiment.

Catalist Rules and Corporate Disclosure

The Company is subject to the provisions of the Catalist Rules regarding corporate disclosure. Save as disclosed in this Offer Information Statement and the Company’s annual reports, circulars and SGXNET announcements, the Directors are not aware of any event which has occurred since 31 December 2024 up to the Latest Practicable Date which may have a material effect on the financial position and results of the Group.

Directors’ Responsibility

The Directors and the Manager/Sponsor have given and have not, before the lodgement of this Offer Information Statement, withdrawn their written consent to the issue of this document.

No person has been authorised to give any information or to make any representation, other than those contained in this Offer Information Statement in connection with the Rights cum Warrants Issue.

Disclaimer

This article is for informational purposes only and is not intended to be an offer or solicitation to buy or sell any securities. Investors should consult their own financial advisers before making any investment decisions.

The information contained in this article is not intended to be an offer or solicitation to subscribe for or purchase any securities, and no person should rely on the information contained herein as investment advice.

By [financial reporter name], https://www.sgx.com/securities/company-announcements.

The news article is Memiontec Holdings Ltd.’s Rights cum Warrants Issue: What Investors Need to Know.
Disclaimer: This article is for informational purposes only and should not be considered as investment advice. The information contained herein is based on the Offer Information Statement and other publicly available sources. Investors should consult their own financial advisers before making any investment decisions.

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