Singapore Institute of Advanced Medicine Holdings Announces Major Equity Expansion: Debt Conversion and Share Placement Could Reshape Ownership Structure

Key Points Investors Must Know

• 169.47 Million New Shares Approved for Listing: The Singapore Exchange (SGX-ST) has issued a listing and quotation notice for a total of 169,474,000 new ordinary shares to be issued by Singapore Institute of Advanced Medicine Holdings Ltd. This comprises 149,726,000 shares resulting from a debt conversion and 19,748,000 shares from a private placement at S\$0.035 per share.
• Debt Conversion with Caterine Limited: Caterine Limited’s loan to the company will be converted into equity, resulting in Caterine Limited acquiring 149,726,000 new shares. This move will significantly alter the company’s shareholding structure.
• Private Placement Details: 19,748,000 new shares will be issued to select subscribers at a placement price of S\$0.035 per share. This placement could bring new strategic or financial investors into the company.
• Time-Sensitive Transaction: Both the debt conversion shares and placement shares must be issued within seven market days from the listing approval date (8 October 2025).
• Potential for Major Corporate Actions: SGX-ST has explicitly cautioned that if the company subsequently acquires assets or businesses from the subscribers, lender, or their affiliates, such deals may be aggregated with the current transactions. This could trigger classification as a “very substantial acquisition” or a “reverse takeover” under the Catalist Rules, potentially requiring shareholder approval and regulatory scrutiny.
• No Endorsement by SGX-ST: The listing and quotation notice is not an indication of the merits of the transactions, the company, or its securities.

In-depth Analysis for Shareholders and Potential Investors

Singapore Institute of Advanced Medicine Holdings Ltd. is undertaking two transformative transactions that will substantially increase its issued share capital. First, the company is converting a significant loan from Caterine Limited into 149,726,000 new ordinary shares. This debt-to-equity conversion will not only bolster the company’s balance sheet but also potentially concentrate ownership in the hands of Caterine Limited, raising considerations about future governance and strategic direction.

Secondly, the company is conducting a private placement of 19,748,000 new shares at S\$0.035 per share to certain subscribers. While the identity of these subscribers has not been disclosed, the placement price may serve as a benchmark for the company’s valuation and could set expectations for future fundraising activities.

Both sets of new shares – the debt conversion shares and placement shares – must be issued within seven market days from 8 October 2025, making this a very immediate and time-sensitive event for investors monitoring dilution or changes in ownership structure.

Most provocatively, the SGX-ST has flagged that if the company subsequently acquires assets or businesses from parties involved in these transactions, such actions could be aggregated under the Catalist rules and deemed a reverse takeover or very substantial acquisition. This could dramatically alter the company’s business profile, trigger mandatory shareholder votes, and potentially suspend trading pending regulatory review.

Shareholders should be acutely aware that the scale and timing of these transactions, coupled with the regulatory warning about possible future asset injections, mean that the company’s strategic direction and ownership could shift rapidly. Such events are almost always price-sensitive and could result in significant movements in the share price, either positive or negative, depending on investor sentiment and the perceived value of any future acquisitions.

The company has stated that it will make further announcements as necessary, and investors are advised to monitor updates closely.

Disclaimer

This article is based on publicly available company announcements and does not constitute investment advice. The Singapore Exchange Securities Trading Limited (SGX-ST) has not endorsed the merits of these transactions. Investors should conduct their own due diligence and consult professional advisers before making any investment decisions.

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