Background and Key Highlights

OUE Healthcare Limited has entered into a significant financial agreement on 25 November 2025, securing a S\$15 million term loan facility from an unnamed financial institution. This move could have material implications for shareholders, especially given the terms tied to the controlling shareholder, OUE Limited.

Key Terms of the Facility Agreement

• Loan Amount: S\$15,000,000
• Lender: Financial institution (undisclosed)
• Review Event Clause: A critical term is triggered if OUE Limited, which currently holds approximately 70.36% of OUE Healthcare’s issued share capital, ceases to own (directly or indirectly) at least 50.1% of the shares in the company.

Implications of the Review Event

Should this Review Event occur, the following actions are mandated:

1. OUE Healthcare must promptly notify the lender upon becoming aware of the change in shareholding.
2. Both parties will enter a consultation period of up to 30 calendar days (extendable), to discuss possible amendments to the finance documents.
3. If no agreement is reached by the end of the consultation period, OUE Healthcare must prepay the loan within 60 days of the Review Event, and the facility will be immediately cancelled and unavailable for further use.

The full S\$15 million facility amount and all accrued interest would be affected.

Shareholder and Price Sensitivity Considerations

• This change-of-control clause is particularly significant for shareholders. Any reduction of OUE Limited’s stake below 50.1% could force early loan repayment and cancel the facility, impacting OUE Healthcare’s liquidity and potentially its share price.
• Investors should monitor any changes in OUE Limited’s shareholding closely, as a trigger of the Review Event could signal financial and operational risks for OUE Healthcare.

Compliance with Catalist Rules

In line with Rule 728 of the Catalist Rules, OUE Healthcare obtained an irrevocable undertaking from OUE Limited to:

• Immediately notify OUE Healthcare of any share pledging arrangements (or similar arrangements) concerning its stakes in the company.
• Alert the company to any event that might breach the terms of the Facility Agreement, such as events of default, enforcement events, or anything that could accelerate loan repayment.

As of the announcement date, there are no share pledging arrangements by OUE Limited on its holdings in OUE Healthcare.

Conclusion: Potential Share Price Impact

The entry into this S\$15 million facility agreement introduces a potential share price sensitivity. Any reduction in OUE Limited’s holding below the critical threshold of 50.1% could trigger significant financial obligations for OUE Healthcare, affecting both its cash flow and investor sentiment. Shareholders should remain vigilant regarding future changes in the ownership structure.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information herein is based on publicly disclosed documents and may be subject to change without notice.

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