Trendlines Group Announces S\$3.43 Million Share Subscription to Fund Portfolio Growth

Key Points from the Announcement

• The Trendlines Group Ltd., an Israel-incorporated company listed on the Catalist board of the Singapore Exchange, has entered into a Subscription Agreement with 11 individual subscribers for the issue of up to 51,447,751 new ordinary shares at S\$0.0666 per share.
• The total subscription amount is S\$3,426,420 (approximately US\$2.64 million), with net proceeds after expenses estimated at S\$3,376,420.
• The Placement Shares represent approximately 3.90% of the existing share capital and 3.75% of the enlarged share capital post-issuance.
• The subscription price reflects a discount of about 10% to the 8 December 2025 VWAP of S\$0.0741 per share, and a 4.2% discount to the last market day VWAP of S\$0.0688 per share.
• The Placement Shares will be listed and tradable on Catalist, ranking pari passu with existing shares, though they will not be entitled to dividends or distributions declared before their issue date.
• The share placement is not underwritten, no placement agent is appointed, and no commission or introducer’s fee will be paid.
• Funds raised will be fully allocated to direct and indirect investments into the Group’s existing portfolio companies, supporting accelerated growth and expansion.
• The transaction is being conducted under the General Mandate approved at the 2025 AGM, and does not require additional shareholder approval.
• The company has confirmed there are no material relationships or conflicts of interest between the Subscribers and the Company or its Directors/substantial shareholders, aside from existing shareholdings.

Detailed Insights for Investors

Subscribers and Shareholding Impact

The 11 subscribers are a mix of existing and new investors, including notable names such as Mr Khoo Thomas Clive (already a substantial shareholder in three other listed companies) and Ms Tan San-Ju (spouse of the transaction introducer). Some are existing shareholders, like Mr Chia Soon Joo and Mr Seow Chuan Bin, while others are new private investors.

Post-transaction, the largest allocation will be to Ms Tan San-Ju (14,264,267 shares, 1.04% of enlarged capital), followed by Mr Khoo Thomas Clive (13,288,528 shares, 0.97% of enlarged capital). No individual will cross the threshold for controlling interest, and no shares will be issued to directors or substantial shareholders.

The company’s issued share capital will increase from 1,320,365,802 to 1,371,813,553 shares. The shareholding structure will see a broadening of the investor base, which is expected to increase public float and potentially improve trading liquidity.

Terms and Conditions

• The Placement Shares are offered under the Section 272B exemption of Singapore’s Securities and Futures Act, so no prospectus will be issued.
• Completion is conditional on regulatory approvals, including listing approval by SGX-ST, relevant authority clearances, and no prohibitions arising under law. The cut-off date for satisfaction of these conditions is 31 December 2025.
• If the transaction is not completed by the cut-off date, any payments will be refunded to subscribers within 10 days.
• Each subscriber’s completion is independent, allowing the company to proceed with non-breaching subscribers even if others default.
• The company provides indemnification for direct damages arising from misrepresentation or breach, with liability capped at the investment amount per subscriber (except in cases of fraud, gross negligence, or willful misconduct).

Strategic Rationale

The company is responding to strong investor interest following an oversubscribed fundraising earlier in 2025. Although funds from a prior fundraising (announced 30 June 2025) are still pending receipt (expected August 2026), management views the current market conditions—specifically, the recent share price increase—as an opportune time to further strengthen the company’s capital base.

The proceeds will be fully allocated to investments in Trendlines’ portfolio companies, supporting their growth and expansion. Pending full deployment, funds may be held in cash, money market instruments, or similar short-term investments.

The company will provide periodic updates on fund usage in its financial statements and via SGX announcements.

Financial Impact

• Net Tangible Assets (NTA): Pro forma NTA rises from US\$68.0 million to US\$70.7 million; NTA per share remains at US\$0.06 due to share base expansion.
• Earnings Per Share (EPS): Pro forma loss per share remains unchanged at (0.9) US cents, as the additional shares are offset by the unchanged net loss figure.
• The Placement Shares will be issued under the General Mandate, with ample headroom available (maximum 273 million shares for non-pro rata issues, of which only 51.4 million are being issued in this placement).
• No dilution impact crosses any regulatory or control thresholds.

Shareholder Considerations & Price Sensitivity

• Potential Share Price Impact: The placement price is at a discount to recent market prices, which may create short-term pressure on the share price but also reflects investor willingness to inject new capital for growth.
• Liquidity and Public Float: The share placement broadens the shareholder base and could improve liquidity, a positive for current and potential investors.
• Fund Allocation Transparency: 100% of net proceeds are earmarked for portfolio company investments, with management committed to transparent reporting on fund usage.
• No Material Conflict of Interest: The placement does not involve directors or controlling shareholders, and there are no related party transactions or conflicts identified.
• No Underwriting or Placement Fees: All funds flow directly to the company, minus administrative costs, maximizing the net raise.
• Future Fundraising: The company notes that earlier fundraising is still pending completion, but expects no material impact on this transaction or its obligations.
• Risks: If regulatory or contractual conditions are not met by 31 December 2025, the transaction will not proceed and funds will be refunded.

Conclusion

This share placement is a significant capital-raising move for Trendlines Group Ltd., with immediate and transparent use of proceeds for portfolio development. The transaction is well-structured to broaden the investor base, strengthen liquidity, and fund growth, with clear safeguards and no material dilution or control issues for existing shareholders. Investors should monitor further announcements for updates on regulatory approval and fund deployment.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own research and consult professional advisers before making investment decisions. The information herein is based on a company announcement and may be subject to change or updates.

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