Beverly Wilshire Ltd. Announces S\$100,000 Share Subscription: New Capital Injection and Its Impact for Investors

Key Highlights from the Announcement

• New Shares Issuance: Beverly Wilshire Ltd. will issue 8,547,008 new ordinary shares at S\$0.0117 per share, raising gross proceeds of S\$100,000.
• Subscriber Profile: The subscriber is Ms. Mageswari Rajoo, a private investor with no prior relationship or shareholding in the company. She will become a passive investor with no role in the company.
• Discounted Issue Price: The issue price reflects a 9.3% discount to the volume weighted average price (VWAP) of S\$0.0129 per share on 30 September 2025.
• Purpose of Funds: Approximately 90% of the proceeds are earmarked for working capital (including manpower, professional fees, and administrative expenses), while 10% is allocated for growth and expansion of the company’s medical aesthetics and healthcare business.
• Minimal Dilution Impact: The new shares represent approximately 0.93% of the existing issued share capital and 0.92% of the enlarged share capital on a fully diluted basis.
• No Change in Control: The subscription will not result in any transfer of controlling interest in the company.
• Share Issue Mandate: The shares are issued under the general mandate approved at the April 2025 AGM, with ample headroom remaining for future issuance.
• No Moratorium or Lock-Up: The new shares will be freely tradable, with no restrictions or moratorium imposed.
• Financial Effects: The impact on net tangible assets (NTA) per share and loss per share (LPS) is marginal, with post-issuance NTA per share improving from (0.553) to (0.538) Singapore cents and LPS improving from 0.545 to 0.540 Singapore cents.
• Regulatory Compliance: The transaction is exempt from prospectus requirements under Singapore law and is not underwritten. No introducer or placement agent is involved, and there are no commissions.

Detailed Analysis and What Investors Must Know

1. Transaction Structure and Rationale

On 30 September 2025, Beverly Wilshire Ltd. entered into a subscription agreement with Ms. Mageswari Rajoo, a private investor, for the allotment of 8,547,008 new shares at S\$0.0117 each. This pricing represents a notable 9.3% discount to the prevailing market VWAP, potentially making the new shares attractive for the investor but causing slight dilution for existing shareholders.

The company intends to use the S\$100,000 raised primarily for immediate working capital needs (90%), with a smaller portion (10%) supporting future expansion in its core healthcare and aesthetics business and exploring new opportunities. This signals the company’s focus on operational stability and controlled growth, which could provide a modest boost to investor confidence.

2. Shareholder Impact and Potential Price Sensitivity

• Dilution: The issuance marginally dilutes existing shareholders by less than 1% of the enlarged share base, which is relatively insignificant. However, the discounted price may pressure share prices in the short term.
• No Change in Control: The new investor remains passive, with no management or operational involvement, and there is no shift in control or major shareholder structure.
• No Moratorium: The new shares are not subject to any lock-up, meaning they could be sold at any time post-listing, potentially increasing liquidity but also raising the risk of near-term price volatility.
• Regulatory Approvals Pending: The listing and quotation of the new shares on the SGX Catalist are subject to approval from the SGX-ST. Investors should monitor for further announcements regarding regulatory clearance, as any delay or rejection could affect the company’s share price.
• Use of Proceeds Transparency: The company has committed to provide periodic updates in announcements and annual reports on how the proceeds are used, enhancing transparency for shareholders.

3. Financial Effects and Outlook

The subscription will have a marginal positive effect on the company’s NTA per share and a slight improvement in loss per share, reflecting the relatively small size of the capital injection compared to the company’s overall balance sheet and loss position. The Board states that the company has sufficient working capital even without the subscription, but views the proceeds as additional financial strength and flexibility.

The Board expresses cautious optimism in leveraging the new funds for strategic growth, subject to effective management execution.

4. Corporate Governance and Insider Interests

None of the directors or substantial shareholders has any direct or indirect interest in this transaction, and the subscriber is not influenced or controlled by any insider. This reduces the risk of related-party conflicts and assures independent investment.

Conclusion: Key Takeaways for Investors

• This capital raising is modest but strategic, improving the company’s working capital and supporting future growth initiatives with minimal dilution.
• The discounted share price and lack of lock-up could create short-term volatility, but the overall impact on control and financials is limited.
• Investors should watch for further announcements regarding regulatory approval and actual deployment of funds, as these could influence sentiment and share price direction.
• The company’s transparent approach to reporting use of proceeds and board oversight are positive for governance.

Caution:

The company has warned that there is no certainty the share subscription will be completed as planned, or that no changes will be made to the terms. Shareholders are advised to exercise caution and consult their professional advisors if in doubt.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Readers should do their own research and consult professional advisors before making any investment decisions. The author and publisher accept no liability for any loss arising from reliance on this report.

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