Beverly Wilshire Ltd. Announces Private Placement of 5,000,000 New Shares to Tee Lay Yeong

Beverly Wilshire Ltd. (“the Company”), a Singapore-incorporated entity, has announced a significant private placement transaction involving the issuance and allotment of 5,000,000 new ordinary shares at an issue price of S\$0.0100 per share to investor Tee Lay Yeong. This will raise gross proceeds of S\$50,000 for the Company.

Key Points of the Private Placement

• Subscription Agreement: Executed on 20 November 2025, between Beverly Wilshire Ltd. and Tee Lay Yeong, for the issue and allotment of 5,000,000 new shares.
• Pricing: The new shares are issued at S\$0.0100 per share, representing a 9.09% discount to the volume weighted average price (VWAP) of S\$0.0110 for trades on the SGX-ST on the day of the agreement.
• Nature of Placement: The subscription is private, not underwritten, and with no placement agent or introducer, thus no related fees or commissions.
• Exemption: The placement qualifies for the private placement exemption under Section 272B of the Securities and Futures Act (Singapore), so no prospectus or offer information statement will be issued.

Shareholder Impact and Details of the Subscriber

• Subscriber Profile: Tee Lay Yeong is a private investor with no prior direct or indirect relationship or shareholding in the Company. She was identified by the Deputy Chairman and CEO. She will be a passive investor and not involved in Company operations.
• Shareholding After Placement: Post-issuance, Tee Lay Yeong will hold 1,020,000 existing shares plus the 5,000,000 new shares, totalling 0.62% of the enlarged issued share capital on a fully diluted basis.
• No Change in Control: The placement will not result in any transfer of controlling interest in the Company.
• SGX-ST Compliance: The subscriber is not prohibited under SGX-ST rules from receiving shares.

Conditions and Financial Effects

• Completion Conditions: The placement is subject to several conditions, including the continued validity of the Share Issue Mandate, approval-in-principle from SGX-ST for listing and quotation of new shares, legal compliance, accuracy of warranties, non-breach of covenants, and satisfactory KYC/due diligence checks.
• Moratorium: No moratorium is imposed on the new shares; they will rank pari passu with existing shares except for dividends or distributions prior to completion.
• Listing Application: The Company will apply for listing and quotation of the new shares on Catalist, via its sponsor.
• Financial Impact:
  • Net Tangible Assets (NTA): Consolidated NTA per share will improve slightly from (0.527) cents to (0.519) cents post-placement.
  • Loss Per Share (LPS): Basic LPS will see a minor decrease from 0.519 cents to 0.516 cents after adjusting for the new shares.

Use of Proceeds

• Working Capital: 90% (S\$45,000) allocated to manpower costs, professional fees (including compliance and listing expenses), and administrative/head office expenses.
• Business Growth: 10% (S\$5,000) allocated for funding growth, development, and expansion of the Company’s medical aesthetics and healthcare business, and for exploring new business opportunities.
• Short-Term Planning: Pending use, funds may be deposited in financial institutions or used for general working capital.
• Disclosure: The Company will make periodic announcements and provide annual report updates on the use of proceeds, with breakdowns and reasons for any deviations.

Share Issue Mandate and Compliance

• Mandate Details: The AGM on 29 April 2025 authorized the Directors to issue up to 100% of issued shares, with a maximum of 50% for non-pro-rata issues. The current placement falls well within these limits.

Directors’ Confirmation and Trading Caution

• Financial Position: The Directors confirm that, with or without the placement, the Group has adequate working capital, though the proceeds will further strengthen its financial position.
• No Director/Substantial Shareholder Interest: None of the Directors or substantial shareholders have any direct or indirect interest, apart from their own shareholdings/directorships.
• Caution to Investors: There is no certainty that the placement will complete or that terms will remain unchanged. Investors are advised to exercise caution and consult professional advisers as needed.
• Inspection: The Subscription Agreement is available for inspection at the Company’s registered office for three months from the announcement date.

Potential Price-Sensitive Factors

• The placement is at a discount to market price, which could signal the Company’s need for capital and may have implications for share price, especially if investors view the dilution or the Company’s financial position as material.
• The proceeds are primarily for working capital, not for business expansion, which may affect investor sentiment regarding growth prospects.
• No change in control or management, limiting the impact on governance or strategic direction.
• The overall financial impact is relatively minor, but ongoing updates on use of proceeds and corporate developments may affect sentiment.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to sell or a solicitation of an offer to buy any securities. Investors should conduct their own due diligence and consult their financial advisers before making any investment decisions. The information herein is based on the Company’s official disclosures as of 20 November 2025 and may be subject to change.

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