Lincotrade & Associates Holdings Limited Announces Proposed Placement of Up to 10 Million New Shares

Key Highlights

• Placement Agreement Signed: Lincotrade & Associates Holdings Limited (“Lincotrade” or the “Company”) has entered into a Placement Agreement with SAC Capital Private Limited (“Placement Agent”) for the proposed placement of up to 10,000,000 new ordinary shares at S\$0.22 per share, raising up to S\$2.2 million.
• Placement Price Premium: The placement price represents a premium of approximately 3.14% to the volume weighted average price of S\$0.2133 per share for trades done on 21 November 2025, the last full market day before the agreement was signed.
• Share Capital Impact: The new Placement Shares will account for about 5.81% of the existing issued share capital and about 5.49% of the enlarged share capital post-placement.
• No Prospectus Required: The placement is conducted by way of an exempt offering in Singapore in accordance with Section 272B of the Securities and Futures Act. No prospectus or offer document will be issued.
• Not Underwritten: The placement is not underwritten and will be carried out on a best endeavours basis.

Details Investors Must Note

• Eligibility and Restrictions: The Placement Shares will not be placed to directors, substantial shareholders, interested persons (as defined in the Catalist Rules), or their associates unless otherwise agreed by the SGX-ST. No controlling interest will be transferred as a result of the placement.
• Ranking of Shares: Placement Shares will rank pari passu with existing shares, except for dividends, rights, allotments, or distributions with a record date before allotment.
• Listing Application: The Company will apply for official listing and quotation of the Placement Shares on the SGX Catalist board.
• Share Issue Mandate: The placement falls within the general share issue mandate approved at the 2025 AGM, with the Company having the authority to issue up to 86,013,863 shares on a non-pro rata basis.
• Placement Commission: SAC Capital will receive 3% commission on placed shares, with subscribers paying an additional 1% commission to the Placement Agent.
• Conditions Precedent: Completion is subject to several conditions, including continued trading of shares, regulatory exemptions, SGX approval, and no material adverse changes affecting the Group.

Use of Placement Proceeds and Strategic Rationale

• Strengthening Financial Position: The Company intends to use 100% of the estimated net proceeds of approximately S\$2,109,000 for working capital purposes, supporting ongoing projects amid a sharply increased order book (up 101.8% year-on-year to S\$113.0 million as at 30 September 2025).
• Sector Tailwinds: Singapore’s Building and Construction Authority projects robust construction demand, with public sector projects as key drivers, which Lincotrade aims to capitalise on.
• Shareholder Base & Liquidity: The placement is also intended to broaden the shareholder base, increase public float, and improve trading liquidity of the Company’s shares.
• Transparency in Use of Proceeds: The Company will announce the use of proceeds as they are materially disbursed and provide breakdowns in financial reports. Any material deviation from the stated use will be announced.

Potential Share Price Impact and Financial Effects

• Dilution and Capital Strengthening:
  • Share capital will increase from 172,027,726 to 182,027,726 shares.
  • Net tangible assets (NTA) per share will rise from 7.21 to 7.98 Singapore cents, reflecting strengthened balance sheet.
  • Earnings per share (EPS) will decrease from 1.49 to 1.35 Singapore cents due to dilution, assuming net profits of S\$2,466,000 post-placement.
• No Change in Control: Placement will not result in any transfer of controlling interest or placement to directors, substantial shareholders, or other related parties.
• Price Sensitive Developments:
  • Significant order book growth and strong sector outlook may support share price appreciation.
  • Potential EPS dilution and increased liquidity could affect investor sentiment and valuation.
  • Completion of placement remains subject to conditions; failure to meet these could adversely affect share price.

Other Important Information

• Placement Completion: Completion will occur three business days after all conditions are fulfilled, but no later than eight weeks post-agreement, unless mutually extended.
• Inspection of Documents: Placement Agreement is available for shareholder inspection for three months at the Company’s registered office.
• Directors’ Confirmation: Directors have confirmed sufficiency of working capital, both before and after placement.
• Placement Agent Assurances: SAC Capital confirms no share borrowing arrangements, no placement to restricted parties, and compliance with Catalist Rules and Take-over Code.
• Further Announcements: The Company will continue to update shareholders on material developments regarding the placement.
• Cautionary Statement: The placement is subject to fulfillment of conditions and may not be completed. Investors should exercise caution and seek professional advice as needed.

Conclusion

The proposed share placement by Lincotrade & Associates Holdings Limited is a significant capital market event that could potentially impact the Company’s share price. Key positives include strengthening the Company’s financial position to support a larger order book and leveraging sector growth. The placement will also enhance share liquidity and broaden the investor base.

However, investors should note the potential EPS dilution and remain mindful that the placement is conditional upon regulatory and business factors. The Company’s transparency and commitment to updating shareholders on the use of proceeds and future developments offer robust governance over the transaction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. Investors should review all official announcements and consult with their financial advisors before making any investment decisions. The information is based on the company’s public disclosure as of the date indicated and may be subject to change.

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