Beverly JCG Announces S\$200,000 Private Placement: What Retail Investors Must Know About the New Share Subscription

Key Points: Major Share Subscription, Shareholder Impact, and Financial Effects

Beverly JCG Ltd. (“Beverly JCG” or the “Company”) has announced a significant corporate action that could affect all current and potential shareholders. The Board has entered into a subscription agreement on 25 August 2025, with Khoo Poh Chye (“Subscriber”), a private investor, for the issuance of 20,000,000 new ordinary shares at S\$0.0100 per share. This placement will raise gross proceeds of S\$200,000 for the Company, marking a key step in strengthening Beverly JCG’s financial position and capital base.

Detailed Breakdown of the Private Placement

• Share Issue Mandate: The new shares will be issued under the general share issue mandate approved by shareholders at the AGM on 29 April 2025.
• Pricing: The issue price of S\$0.0100 per share is at a 9.91% discount to the volume weighted average price (VWAP) of S\$0.0111 per share traded on the SGX-ST on the date of the agreement. This discount could potentially affect the market price of Beverly JCG’s shares as new shares are issued below market value.
• No Underwriting, Placement Agent, or Introducer: The subscription is a direct placement and will not incur any introducer or placement agent fees. It is conducted under a private placement exemption, so no prospectus is required.

Who Is the Subscriber?

• Khoo Poh Chye: A private investor with no previous direct or indirect relationship or shareholding in Beverly JCG. Identified by the Deputy Chairman and CEO, he will be a passive investor with no operational role in the Company.
• Shareholding Impact: Post-subscription, Khoo Poh Chye will hold approximately 2.12% of the enlarged issued share capital (fully diluted basis), ensuring no shift in control or substantial shareholding.

Key Conditions and Timeline

• Conditions Precedent: The share issue mandate must be valid; SGX-ST must approve the listing and quotation of the new shares; no legal prohibitions; and satisfactory “Know-Your-Client” checks.
• Timeline: If conditions are not met within 5 months, the agreement terminates with no further obligations.

Financial Effects: Is There a Dilution?

The financial impact of the placement is modest but noteworthy:

• Net Tangible Assets (NTA):
  – NTA before: S\$-5.091 million (NTA per share: -0.553 cents)
  – NTA after: S\$-4.891 million (NTA per share: -0.520 cents)
• Loss Per Share (LPS):
  – LPS before: 0.545 cents
  – LPS after: 0.533 cents
• The increase in shares results in a slight
  

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