Key Highlights

• Proposed Placement: GDS Global Limited has entered into a placement agreement to issue up to 60,000,000 new ordinary shares at S\$0.068 per share, raising up to S\$4.08 million.
• Discounted Placement Price: The placement price represents a 9.33% discount to the volume weighted average price (VWAP) of S\$0.075 per share, based on trades done on the SGX-ST on 26 November 2025.
• Significant Capital Increase: The new shares will represent approximately 26.12% of the existing share capital and, after issuance, about 20.71% of the enlarged share capital (totaling 289,730,800 shares).
• Non-Underwritten and Exempt Offering: The placement is not underwritten and will be conducted as an exempt offering under Sections 272B, 274, and/or 275 of the Securities and Futures Act of Singapore, meaning no prospectus is required.
• Use of Proceeds: Net proceeds of approximately S\$3.93 million (after estimated expenses) will be used for pursuing new and larger projects (30%), strengthening export sales and marketing (30%), and providing working capital to target entities for acquisition (40%).
• No Change in Control: Placement shares will not be issued to directors, substantial shareholders, or interested persons, nor will it result in a change of controlling interest.
• Placement Agent: SAC Capital Private Limited acts as the placement agent, with a commission structure of 3% for the agent and 1% for subscribers.
• Financial Effects: The placement will increase net asset value per share from 3.23 cents to 3.93 cents. Loss per share will rise from 0.06 cents to 0.10 cents due to increased share count and dilution.

Detailed Analysis

Transaction Structure and Strategic Rationale

The Board of Directors announced on 1 December 2025 that GDS Global Limited will issue up to 60 million new ordinary shares via a placement agreement with SAC Capital Private Limited. The shares will be issued at S\$0.068 apiece, representing a substantial discount to recent market prices, which may attract investor interest and improve liquidity.

The placement is not underwritten, meaning the risk of unsold shares remains with the company. It is structured as an exempt offering, targeting institutional and accredited investors without the need for a public prospectus, thereby accelerating the process and reducing compliance costs.

Share Dilution and Ownership Implications

The proposed placement is highly significant in terms of dilution: the new shares will comprise 26.12% of the current issued capital and 20.71% post-issuance. Existing shareholders should note the potential dilution of their holdings, which could impact voting rights and earnings per share.

Importantly, the placement will not be made to directors, substantial shareholders, or interested persons unless exempted under the Catalist Rules. It will also not result in any change of controlling interest, mitigating governance risk.

Financial Effects and Use of Proceeds

While the increase in NAV per share reflects additional resources, the rise in loss per share (from 0.06 cents to 0.10 cents) highlights the impact of share dilution absent an immediate increase in profitability.

Net proceeds of S\$3.93 million are earmarked for three areas:

• Funding for Pursuing Projects (30%): Expansion into major Singapore infrastructure such as Changi Airport Terminal 5 and Tuas Port, as well as larger local and overseas projects.
• Funding for Capabilities Strengthening (30%): Enhancing export sales and marketing for regional expansion.
• Funding for Targets’ Working Capital (40%): Supporting operational needs of entities targeted for acquisition, including procurement and integration. Note: The acquisition is subject to conditions and is not guaranteed.

Other Financial Instruments and Outstanding Convertibles

As of this announcement, GDS Global has the following outstanding instruments:

• 218,269,200 outstanding warrants from a rights cum warrants issue completed in August 2024.
• S\$3.4 million in non-transferable convertible bonds, convertible into up to 54,838,704 new shares.

The company has clarified that no adjustments to these instruments are required due to the placement.

Shareholder Considerations and Price Sensitivity

• Significant Dilution: The placement will substantially increase the share base, diluting existing holdings. This may pressure the share price in the short term.
• Discounted Pricing: The shares are issued at a notable discount, which could affect market pricing.
• Potential for Growth: Proceeds are directed at growth initiatives and acquisitions, which, if successful, could enhance long-term shareholder value and catalyze a re-rating of the stock.
• Acquisition Uncertainty: The largest allocation of funds is for working capital of target acquisition entities, but completion of these acquisitions is not assured.
• Liquidity Improvement: The company aims to broaden its shareholder base and improve trading liquidity, which may attract more institutional attention.
• No Shareholder Vote Required: The placement is within the limits of the general mandate, so no further shareholder approval is needed.
• Share Price Volatility: The announcement itself, and subsequent placements, may trigger share price volatility until the market absorbs the impact.
• Caution Advised: The company advises shareholders to exercise caution, as completion is subject to various conditions.

Timeline and Next Steps

Completion of the placement is subject to conditions including SGX-ST approval, market circumstances, and regulatory requirements. The company will announce material developments and status of proceeds utilization periodically. Copies of the Placement Agreement are available for inspection at the company’s registered office for three months from the announcement date.

Conclusion

The proposed placement is a major strategic move by GDS Global Limited, raising substantial capital for expansion and potential acquisition opportunities. While it introduces dilution and possible short-term share price pressure, the targeted use of funds suggests a focus on long-term growth. Investors should closely monitor developments, particularly regarding the completion of acquisitions and deployment of funds.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult professional advisers before making investment decisions. The information provided is based on publicly available data as of 1 December 2025 and is subject to change.

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