MetaOptics Ltd Announces Proposed Placement of 6.7 Million New Shares to Raise S\$4.85 Million

Key Highlights of the Announcement

• MetaOptics Ltd, a Cayman Islands-incorporated company listed on the SGX Catalist Board, is proposing to place 6,685,028 new ordinary shares at S\$0.7255 per share.
• The total placement consideration is approximately S\$4,850,000.
• The placement shares represent about 2.83% of existing share capital and 2.76% of enlarged share capital post-completion.
• No placement agent or introducer is involved, resulting in minimal costs—only about S\$53,000 in professional fees.
• The placement is exempt from prospectus requirements under Section 272B of the Securities and Futures Act (SFA), and is made directly to selected investors.
• Shareholders’ approval is not required as the placement is within the limits of the general mandate granted on 27 June 2025.
• The company confirms that no controlling interest will be transferred and no director or substantial shareholder is participating in this placement.

Details on Placees

The placement will be subscribed by a mix of private and corporate investors, with none holding more than 5% of the enlarged share capital post-issue. Several placees are existing shareholders, while others are professionals from relevant industries (optical modules, fund management, technology, environmental infrastructure, precision engineering, cryptocurrency trading, and energy). Notably, Z&H Brothers Oversea Investment Pte. Ltd. and its CEO Zhang Hong Jun are sales representatives of MetaOptics in China. All placees confirmed they are subscribing for their own investment purposes and are not acting in concert or as nominees.

Salient Terms and Conditions

• The placement price matches the volume-weighted average price on the day the placement agreements were signed.
• Completion is subject to standard conditions precedent, including regulatory approvals, SGX listing consent, and compliance with Cayman Islands, Singapore law, and Catalist rules.
• If conditions are unmet within three months, placement agreements are automatically terminated without liability to any party.
• Shares will be credited to the respective securities accounts of the placees via The Central Depository (Pte) Limited (CDP).
• Placement shares will rank pari passu with existing shares, but will not be entitled to dividends, rights, or distributions for which the record date falls before allotment.
• Termination rights exist for both placees and company in case of breach, regulatory changes, or suspension/delisting of shares.

Financial Impact of the Placement

• Share capital will increase from S\$2.90 million to S\$7.75 million post-placement.
• The net tangible assets (NTA) per share will slightly decrease from -0.46 cents to -0.45 cents.
• Loss per share (LPS) for FY2024 will reduce from -1.15 cents to -1.14 cents, despite a higher net loss due to the larger share base.
• The placement will not have a significant impact on control or trigger a mandatory takeover offer.

Use of Proceeds and Strategic Rationale

• Net proceeds amount to approximately S\$4.8 million after expenses.
• 60% of proceeds will be used to fund business operations, including fulfilling anticipated customer purchase orders.
• 40% of proceeds will support general working capital needs, including administrative expenses for Singapore and US offices, and repayment of debt if excess cash remains.
• Any undistributed funds may be invested in short-term instruments pending deployment.
• The company will provide periodic updates on the use of funds and disclose any material deviations.

Price-Sensitive and Shareholder-Relevant Information

• This placement strengthens MetaOptics’ balance sheet and increases liquidity, which could positively affect the company’s ability to secure and deliver significant customer orders and support future growth.
• No shareholder approval is needed, and no existing director or substantial shareholder is participating, meaning dilution is spread across all existing shareholders.
• No controlling interest will change hands, and no material conflict of interest exists between placees and the company.
• Shareholders should monitor future announcements for updates on the listing of new shares, allocation of proceeds, and any material changes to the placement terms.
• The announcement cautions that completion is subject to regulatory and other conditions, and there is no guarantee the placement will proceed.

Conclusion

The proposed placement is a strategic move by MetaOptics Ltd to bolster its financial resources, support business expansion, and ensure adequate working capital for near-term obligations and growth opportunities. Investors should note the potential for positive business development and improved financial flexibility, but also remain attentive to any further announcements regarding completion and deployment of proceeds.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Shareholders and potential investors are advised to exercise caution and consult their financial advisors before making any investment decisions. The proposed placement is subject to completion and regulatory approvals, and there is no assurance that it will proceed as announced.

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