Beverly Wilshire Ltd. Announces S\$100,000 Private Share Placement: What Investors Need to Know

Overview: New Funding, Private Placement, and Shareholder Implications

Beverly Wilshire Ltd., an established player in Singapore’s medical aesthetics and healthcare sector, has announced a private placement of 9,174,311 new ordinary shares at S\$0.0109 per share, raising a total of S\$100,000. This move is part of the company’s ongoing efforts to strengthen its financial position and pursue future growth opportunities.

Key Points for Investors

• Private Subscription Agreement: The company entered into a subscription agreement on 24 September 2025 with private investor Tan Chin Hong. The shares will be issued under the general share issue mandate approved at the AGM on 29 April 2025.
• Share Issue Details: 9,174,311 new shares will be issued at S\$0.0109 each, representing a 9.17% discount to the volume weighted average price (VWAP) of S\$0.0120 on the agreement date.
• No Underwriting or Introducer Fees: This placement is not underwritten, and no fees or commissions are payable to any introducer or placement agent.
• Passive Investor: The subscriber, Tan Chin Hong, is a private investor identified by the company’s Deputy Chairman and CEO. She will have no management role and is not related to the company’s directors or substantial shareholders.
• Shareholding Impact: Post-subscription, Tan Chin Hong will hold approximately 3.56% of the enlarged share capital (on a fully diluted basis). The placement will not result in a change in control of the company.
• Listing Approval Required: The new shares will be listed on the SGX Catalist after obtaining approval-in-principle from the Singapore Exchange.

Potentially Price-Sensitive Points

• Discounted Issue Price: The shares are being issued at a notable discount to market price, which could impact perceptions of valuation and fairness among existing shareholders.
• Financial Impact:
  • NTA per Share will improve marginally from negative S\$0.553 cents to negative S\$0.537 cents after the placement.
  • Basic loss per share (LPS) will decrease slightly from S\$0.545 cents to S\$0.540 cents post-issuance.
  • The placement increases the company’s capital base but does not materially alter its loss or asset position in the short term.
• Use of Proceeds:
  • 90% (S\$90,000) will be allocated to working capital—covering manpower, professional fees, and administrative expenses.
  • 10% (S\$10,000) earmarked for growth, development, and expansion of medical aesthetics and healthcare business and exploration of new opportunities.
  • Proceeds may be deposited short-term in financial institutions if not immediately deployed.
• No Moratorium: The new shares will be freely tradable with no lock-up period, potentially increasing liquidity but also risk of share price volatility.
• Share Issue Mandate Limits: The placement falls well within the company’s authorized limits; as of this announcement, there remains capacity for further share issuance under the current mandate.
• Directors’ View: Management believes the company is adequately capitalized even without the placement, but sees the new funds as important for strengthening and supplementing the capital base.
• Transparency and Disclosures:
  • The company will announce material disbursements of proceeds and provide a breakdown in its annual report.
  • Any deviation in use of proceeds will be announced to shareholders.
• Trading Caution: The company clearly advises shareholders and potential investors to exercise caution, as there is no certainty that the placement will be completed as announced, nor assurance that terms will remain unchanged.

Detailed Timeline and Conditions

• The completion of the placement is subject to several conditions, including validity of the share issue mandate, regulatory approval for listing, and satisfactory due diligence checks.
• If these conditions are not met within five months, the agreement lapses without penalty (except for prior breaches or expenses).
• A copy of the subscription agreement is available for inspection for three months at the company’s registered office.

Shareholder Takeaways: What to Watch Out For

• Discounted Placement: The significant discount may raise concerns among existing shareholders about dilution and valuation.
• Liquidity and Volatility: No moratorium means a sudden influx of new shares could impact short-term price stability.
• Capacity for Further Issuance: The company retains substantial capacity to issue more shares, which could further impact dilution and pricing if exercised.
• Strategic Focus: Majority of proceeds go to working capital, with only a small portion allocated to business expansion, signaling a focus on operational stability over aggressive growth—at least for now.
• Regulatory & Completion Risks: The transaction is subject to regulatory and due diligence hurdles, meaning completion is not guaranteed.

Conclusion

This private placement, while modest in size, sends a signal about Beverly Wilshire Ltd.’s strategic focus on stabilizing its operations and modestly expanding its business. The discounted pricing, absence of lock-up, and allocation of funds primarily to working capital are noteworthy for investors assessing future dilution and share price direction. The company’s strong disclosure and cautionary guidance should be heeded by all shareholders, especially given the potential volatility associated with new share issuances at a discount.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult with professional advisers before making investment decisions. The completion of the share placement is subject to regulatory and other conditions and may not proceed as announced.

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