Key Points from the EGM

• Debt Capitalisation Agreement Approved: Shareholders gave their nod to a conditional novation and debt capitalisation agreement which allows AMHL to convert significant creditor debt into equity. This move is designed to strengthen the company’s balance sheet, improve liquidity, and free up cash flow for operational and strategic investments.
• Issuance of New Shares to Key Creditors: The EGM sanctioned the issuance of a total of 945,622,000 new shares at S\$0.001 per share to three principal creditors:
  • Lim Kee Liew @ Victor Lim: 679,748,000 shares
  • Leong Lai Heng: 227,874,000 shares
  • Ng Chee Wee: 38,000,000 shares

  These issuances are contingent on the passing of the primary debt capitalisation resolution and form part of the company’s strategy to reduce debt obligations and reward the creditors’ vote of confidence in AMHL’s future prospects.

• Employee Share Issue Approved: Shareholders also authorised the issuance of 20,680,000 new shares at S\$0.001 per share to employees as bonus compensation, aligning employee interests with those of shareholders and incentivising continued high performance.
• Poll Voting Results: All five resolutions were passed with overwhelming majority votes, reflecting strong shareholder support for the restructuring initiatives.

Details of the Approved Resolutions

1. Proposed Debt Capitalisation: The company will convert creditor debt into equity via the issuance of new shares at S\$0.001 per share. This move is expected to:
   • Improve AMHL’s financial position
   • Reduce cash outflow for debt servicing
   • Demonstrate creditors’ confidence in AMHL’s future plans and anticipated performance
   • Enable more cash flow to be directed towards operations and growth opportunities
2. Share Issuances to Creditors:
   • Victor Lim: Will receive 679,748,000 new shares
   • Leong Lai Heng: Will receive 227,874,000 new shares
   • Ng Chee Wee: Will receive 38,000,000 new shares

   All at S\$0.001 per share, as per the Debt Capitalisation Agreement.

3. Employee Share Issue: The EGM approved the allocation of 20,680,000 new shares to employees, representing bonuses worth S\$20,680. This initiative is aimed at retaining and motivating key personnel, further aligning their interests with the performance of the company.

Shareholder Considerations and Price-Sensitive Information

• Substantial Dilution: The share issuances will significantly increase the total number of shares outstanding, leading to potential dilution for existing shareholders. Investors should monitor the post-issuance share capital structure and its impact on earnings per share.
• Change in Shareholding Structure: With the conversion of debt into equity, the three named creditors will become major shareholders. This could affect control dynamics and influence future corporate decisions.
• Improved Balance Sheet: The reduction of debt and bolstering of equity could make AMHL more attractive to new investors, improve its credit standing, and enable more flexible capital allocation.
• Potential for Share Price Movement: These restructuring measures are price sensitive and could trigger movements in AMHL’s share price, especially as the market digests the impact of dilution and enhanced financial stability.
• Abstention and Disregarded Votes: Key individuals (Victor Lim, Leong Lai Heng, Ng Chee Wee, and their associates) abstained from voting on relevant resolutions, in compliance with regulatory requirements, ensuring fairness in the voting process.

Poll Results

Conclusion

The EGM of Asian Micro Holdings Limited marks a pivotal moment for the company, with shareholder approval for the conversion of debt to equity and new share issuances poised to reshape its financial and shareholding landscape. Investors should closely monitor further announcements, the implementation of these resolutions, and the resulting changes to the company’s fundamentals and market valuation.

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice. Investors are urged to conduct their own due diligence and consult with professional advisors before making any investment decisions. The information herein is based on official EGM minutes and is subject to change upon further corporate disclosures.

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