Beverly Wilshire Ltd. Launches S\$100,000 Private Placement to Strengthen Capital Base

Key Points of the Announcement

• Private placement of 8,547,008 new ordinary shares at S\$0.0117 per share to raise S\$100,000.
• The issue price represents a 9.3% discount to the volume weighted average price (VWAP) of S\$0.0129 on 7 October 2025.
• The subscriber, Leow Hoi Loong, is a private investor with no prior relationship or shareholding in the company.
• No moratorium on the new shares; they will rank pari passu with existing shares, except for dividends or rights where the record date falls before completion.
• The placement is not underwritten and does not involve any placement agent or introducer fees.
• The new shares will be issued under the general share issue mandate approved at the AGM on 29 April 2025.
• SGX approval-in-principle required for listing and quotation of the new shares on Catalist.
• Net proceeds to be used 90% for working capital and 10% for business expansion.
• The move is intended to bolster the group’s financial position and support future growth initiatives.

What Shareholders Must Know: Potential Price-Sensitive Issues

• Dilution Impact: The new shares represent a minor dilution (approx. 0.92% of enlarged share capital on a fully diluted basis). While not a major dilution, investors should be aware of the incremental increase in issued share capital.
• Discounted Placement: The issue price is at a notable discount to the last traded price, which could influence near-term share price dynamics as new shares enter the market.
• No Change in Control: The transaction does not trigger a change in control or introduce a controlling shareholder. The subscriber will remain a passive investor with no management role.
• Use of Proceeds: The bulk of funds (S\$90,000) will be used for working capital, which includes manpower costs, compliance and professional fees, and administrative expenses. Only S\$10,000 is earmarked for growth and business development.
• Share Issue Mandate: The placement is within the limits of the AGM-approved mandate. There is still a significant buffer for further share issuances should the Board seek more capital in the future.
• Pending Approvals: Completion is subject to regulatory and listing approvals. Any failure to secure these within five months would void the agreement.
• Financial Impact: Illustrative NTA per share will improve slightly post-placement (from S\$-0.553 cents to S\$-0.538 cents); LPS (loss per share) is marginally reduced (from S\$0.545 to S\$0.540 cents).
• Transparency and Reporting: The company commits to detailed and periodic disclosures regarding the use of proceeds in its annual reports and market announcements.

Full Details of the Subscription

On 7 October 2025, Beverly Wilshire Ltd. entered into a subscription agreement with private investor Leow Hoi Loong. The company will issue and allot 8,547,008 new shares at S\$0.0117 per share, raising gross proceeds of S\$100,000. The shares are being placed at a 9.3% discount to the VWAP on the day of the agreement. The transaction will be executed without underwriting, placement agent, or introducer, leveraging the private placement exemption under Singapore’s Securities and Futures Act.

The new shares will be issued under the general share issue mandate from the 2025 AGM, which allows directors to issue up to 100% of the company’s issued share capital, with a maximum of 50% non-pro-rata to existing shareholders. After previous placements in 2025, there remains a substantial buffer for future issues under this mandate.

Leow Hoi Loong, the sole subscriber, has no existing ties to the company and is described as a passive investor identified by the Deputy Chairman and CEO. Post-placement, Leow will hold 0.92% of the enlarged share capital (on a fully diluted basis), ensuring that there is no change in control or undue influence from new shareholders.

There are no moratorium or lock-up restrictions on the new shares. Once issued, they will rank equally with existing shares, except for dividends or rights with record dates prior to completion.

Strategic Rationale and Use of Funds

The Board states that this private placement is intended to reinforce Beverly Wilshire’s financial position and capital base. The proceeds will primarily support working capital requirements—manpower, professional fees, and administration—while a smaller portion is allocated to the growth and expansion of the company’s core medical aesthetics and healthcare business, and exploration of new opportunities.

The company assures investors that the new capital is supplementary, not essential for current operations, as it has adequate working capital. However, the funds will enhance the group’s ability to pursue its strategic goals.

Conditions and Next Steps

• Completion of the subscription is subject to maintenance of the AGM share issue mandate, SGX approval-in-principle, regulatory compliance, satisfactory due diligence, and the absence of any material adverse developments.
• If approvals are not secured within five months, the agreement lapses with no further obligations for either party.
• The company will announce when SGX has granted approval-in-principle for the listing and quotation of the new shares.
• Investors are urged to monitor company announcements for updates on the status of the placement and the application of proceeds.

Directors’ and Major Shareholders’ Interests

No director or substantial shareholder is participating or has any interest in this placement, except for their ordinary shareholdings or board roles. The subscriber is independent and not under the influence of any existing directors or major shareholders.

Investor Caution

The Board advises shareholders and potential investors to exercise caution when trading shares, as completion of the placement is subject to regulatory and procedural approvals, and terms may still change. Investors should consult their professional advisers if in doubt.

Document Access

The full subscription agreement is available for inspection at the company’s registered office for three months from the date of announcement.

Conclusion: Implications for Shareholders

This private placement, while modest in scale, signals Beverly Wilshire’s intent to shore up its financials and prepare for strategic growth. The discounted share issue could affect short-term share price dynamics due to dilution and new supply, but the Board’s commitment to transparent reporting and prudent use of funds may reassure long-term investors. The transaction is price-sensitive and noteworthy, as it impacts capital structure, financial flexibility, and could influence trading sentiment.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to conduct their own research and consult with their professional advisers before making any investment decisions. The author and publisher accept no liability for any losses incurred from the use of this information. All forward-looking statements are subject to risks and uncertainties.

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