CosmoSteel Set for Delisting: 3HA Capital Secures Over 90% Stake, Compulsory Acquisition to Follow

Key Points from the Offer Closure Announcement

• 3HA Capital Private Limited, through Evolve Capital Advisory, has successfully closed its voluntary unconditional cash offer for CosmoSteel Holdings Limited.
• Final offer price set at S\$0.25 per share.
• Offeror and concert parties now control approximately 91.2% of CosmoSteel shares.
• Compulsory acquisition of remaining shares under Section 215(1) of the Companies Act will proceed.
• CosmoSteel will be delisted from the Singapore Exchange (SGX-ST) following the compulsory acquisition.
• Share trading suspension imminent as public float falls below SGX’s 10% requirement.

What Happened?

On August 1, 2025, Evolve Capital Advisory Private Limited, acting on behalf of 3HA Capital Private Limited, announced the close of its voluntary unconditional cash offer for all issued and paid-up ordinary shares of CosmoSteel Holdings Limited at S\$0.25 per share. The offer, which was previously revised upwards, garnered strong support and resulted in 3HA Capital and its concert parties securing approximately 91.2% of the company’s total issued shares.

Details of the Offer Outcome

• As of the offer closing, valid acceptances were received for 237,329,195 shares, representing about 90.81% of CosmoSteel’s shares.
• Prior to the offer, 3HA Capital held no shares directly, but its concert parties (including Hanwa Co., Ltd and others) controlled 82,953,982 shares, or 31.74% of issued shares.
• During the offer period, 3HA Capital acquired an additional 1,042,700 shares on the SGX-ST (about 0.40% of issued shares).
• Combined, the Offeror and its concert parties now control 238,371,895 shares, or approximately 91.20% of CosmoSteel’s total issued shares.

Compulsory Acquisition and Delisting: What Shareholders Need to Know

With the Offeror and its concert parties crossing the critical 90% ownership threshold, 3HA Capital is now entitled—and has stated its intention—to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all remaining CosmoSteel shares held by dissenting shareholders at the final offer price of S\$0.25 per share.

The process will be officialised through the dispatch of compulsory acquisition documentation and prescribed notices to dissenting shareholders. Once completed, CosmoSteel will be delisted from the SGX-ST. Shareholders who have not accepted the offer will be forced to sell their shares at the offer price.

Trading Suspension and Loss of Free Float

The offer’s success means that CosmoSteel no longer meets the SGX-ST’s Free Float Requirement, which mandates at least 10% of shares be held by the public. As a result, SGX-ST will suspend trading in CosmoSteel shares at the close of the offer. 3HA Capital has no intention to support any action that would lift this suspension.

After the compulsory acquisition is completed, CosmoSteel will be delisted from the SGX-ST. This means shareholders who do not act will lose their ability to trade their shares on the open market and will have to wait to receive the offer price for their holdings.

Implications for Shareholders and Price Sensitivity

• Shareholders who have not accepted the offer will have their shares compulsorily acquired at S\$0.25 per share.
• CosmoSteel shares will be suspended from trading and subsequently delisted, eliminating any further liquidity or trading opportunities on the SGX-ST.
• There are no indications that the offer price will be increased. Shareholders should not expect any further gains above S\$0.25 per share.
• Dissenting shareholders have a theoretical right to require the Offeror to acquire their shares at the offer price, but as compulsory acquisition is proceeding, no further action is required unless legal advice is sought.

Action Steps for Shareholders

• If you have not accepted the offer, you do not need to take any action; your shares will be acquired, and you will receive the offer price in due course.
• If you are unclear about your rights, especially regarding Section 215(3) of the Companies Act, you should seek independent legal advice.
• Be prepared for imminent suspension and delisting; no further trading will be possible after the process is complete.

Conclusion

The acquisition marks the end of CosmoSteel’s journey as a publicly traded company on SGX-ST. With 3HA Capital achieving overwhelming control, all remaining minority investors will be bought out, and the company will soon be delisted. This event is highly price-sensitive, as it effectively caps the share price at S\$0.25 and eliminates future trading opportunities. Retail investors should ensure they understand the timeline and implications for their holdings.

Disclaimer

This article is for informational purposes only and does not constitute financial advice. Investors should consult their own professional advisers before making any investment decisions. The author and publisher do not hold any responsibility for actions taken based on the above information.

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