Clearbridge Health Launches Massive S\$1.98 Million Share Placement with Free Warrants: What Investors Must Know

Key Points from the Announcement

• Clearbridge Health Limited plans to raise up to S\$1.98 million via a private placement of up to 990,000,000 new shares at S\$0.002 per share.
• Each investor in the placement will receive up to 660,000,000 free, detachable, and transferable warrants (on the basis of 2 warrants for every 3 placement shares).
• Each warrant entitles the holder to subscribe for 1 new share at S\$0.0024 (20% premium to placement price); warrants are exercisable for 24 months.
• The placement is not underwritten and will be executed via private placement to non-restricted investors only.
• The deal could increase Clearbridge’s share base by up to ~50% if all shares and warrants are exercised.
• Proceeds are earmarked for general working capital and to strengthen financial resilience, with full transparency on future use of funds.

In-Depth Details Retail Investors Must Not Miss

Huge Potential Dilution and Share Base Expansion

Clearbridge Health is proposing to issue up to 990 million new shares, which represents about 29.95% of its current share capital. On top of that, if all 660 million warrants are exercised, this could add another 19.96%. Altogether, this deal could dilute existing shareholders significantly, with the total new shares (including warrants) making up 49.91% of the current share base. After full subscription and exercise, the enlarged capital would stand at 4,955,820,825 shares, with new shares and warrant shares comprising 33.29% of that total.

Placement and Warrant Terms

• Placement Price: S\$0.002 per share, matching the volume weighted average price (VWAP) on 4 August 2025.
• Warrant Exercise Price: S\$0.0024 per share (20% premium over placement price).
• Warrants are not listed on SGX Catalist, but are transferable and detachable from the placement shares.
• Warrant exercise window: 24 months from the date of issue, with standard adjustment events (e.g., bonus, splits, etc.).
• If the company is voluntarily wound up, warrant holders have a 6-week window to exercise their rights after the winding-up resolution.

Investor Protections and Restrictions

• Shares and warrants will not be offered to directors, substantial shareholders, or other restricted parties under SGX Catalist rules.
• No change of control is expected from this placement, and no single investor or group will gain controlling interest solely from the placement and warrant exercise.
• The Placement Agent (UOB Kay Hian Private Limited) will receive a 4% commission on the amount placed.

Financial Impact and Use of Proceeds

• Net proceeds (after S\$120,000 expenses) are estimated at S\$1.86 million (if only shares are placed) and up to S\$3.44 million (if all warrants are exercised).
• Funds will be used for general working capital, to maintain competitiveness, and to seize new business opportunities as they arise.
• Until utilised, proceeds may be held in deposits, money markets, or other short-term instruments.
• The company commits to detailed ongoing disclosures on the use of funds and any deviations from stated plans.

Pro Forma Financial Effects

• Share Capital:
  • Current: 3,305,820,825 shares (S\$99.5 million paid-up capital)
  • After placement: Up to 4,295,820,825 shares (S\$101.4 million paid-up)
  • After full warrant exercise: 4,955,820,825 shares (S\$103.0 million paid-up)
• NTA (Net Tangible Assets) per Share:
  • Before: S\$0.08
  • Post-Placement (no warrant): S\$0.11
  • Post-Placement (with warrant): S\$0.12
• EPS (Earnings per Share):
  • Before: (S\$0.11)
  • Post-Placement: (S\$0.08)
  • Post-Placement with full warrant exercise: (S\$0.07)
• Net earnings for FY2024: (S\$3.07 million) loss remains unchanged

Other Key Considerations for Shareholders

• Significant dilution risk: If you are a current shareholder who does not participate in the placement, your ownership percentage will drop.
• Potential for price volatility: Such a large placement at a low price (S\$0.002) and the future potential for warrant conversion could impact the share price in the short and medium term.
• No guarantee of completion: The placement is subject to several conditions, including SGX approval and sufficient investor interest. There is no certainty the deal will be completed.
• Transparency: Company will continuously update on fund usage and report any material deviations in its financial disclosures.

Conclusion: What Should Retail Investors Do?

This is a highly significant development for Clearbridge Health, involving a massive capital raise and potential doubling of its share base. Shareholders should carefully consider the dilution impact, the company’s reasons for raising funds, and the potential for near-term share price volatility. While the injection of funds could support Clearbridge’s business and growth plans, the risk of dilution and downward price pressure is real. If you have concerns, consult your financial adviser before making any trading decisions.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should conduct their own research and consult their own professional advisers before making investment decisions. The author and publisher accept no liability for any losses incurred as a result of reliance on this information.

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