OceanScape International Limited Responds to SGX RegCo Queries on Major Disposal

Key Highlights of the Announcement

• OceanScape International Limited (formerly V2Y Corporation Ltd.) has received queries from Singapore Exchange Regulation Pte Ltd (SGX RegCo) relating to the proposed disposal of its subsidiaries, 1 Care Global Pte Ltd and V2Y Insuretech Pte Ltd (the “Subsidiaries”).
• The disposal is classified as a “major transaction” under Catalist Rule 1014(1), requiring shareholder approval at an upcoming extraordinary general meeting scheduled for 29 December 2025.
• The transaction includes the waiver of an Inter-Company Loan of S\$1,082,590 owed by the Subsidiaries, along with other outstanding sums and loans.
• The financial computations for the disposal reflect significant relative figures, especially under Catalist Rule 1006(a), where the absolute relative figure is 103.83%, far exceeding the 50% threshold for major transactions.
• The Company has clarified that all provisions of financial assistance, including the Outstanding Loan, were considered in the computations, despite not being explicitly stated in the initial circular.
• There will be no further financial impact from the waiver of the Inter-Company Loan, as this was already accounted for in the Group’s audited FY2024 financial statements.

Details Investors Should Note

• Major Disposal and Shareholder Approval: The disposal of the subsidiaries is significant and triggers the requirement for shareholder approval. Investors should watch for the result of the extraordinary general meeting on 29 December 2025, as the outcome may have a direct impact on the Group’s structure and future business direction.
• Financial Implications:
  • NTA Impact: Post-disposal, the aggregate net tangible asset (NTA) impact for the Group is -S\$378,000 (after waivers), compared to a company NTA of -S\$364,000, producing a relative figure of 103.83%.
  • Profit Impact: For 1H2025, the Subsidiaries recorded a net loss of S\$78,000 against the Company’s loss of S\$356,000, giving a relative figure of 21.91%.

  The figures involve negative NTAs and profits, which is an unusual scenario and may indicate underlying financial challenges. The absolute values, however, are used for compliance with SGX’s requirements.

• Waiver of Inter-Company Loan: The waiver of S\$1,082,590 in intercompany debt will not further affect the Group’s financials as provisions were already made in FY2024. This ensures there is no additional write-off or impairment that could impact the Company’s reported earnings or asset base in the near term.
• Potential Price Sensitivity: The disposal’s classification as a “major transaction” and the significant financial impact could be price sensitive, particularly as it may signal a strategic shift for the Group. Investors should monitor for any changes in business focus or capital allocation following the disposal.

Additional Notes for Shareholders

• The Sponsor, Evolve Capital Advisory Private Limited, has reviewed the announcement and concurs with the Company’s assessment that the transaction falls under Rule 1014 due to the high relative figures.
• Shareholders are urged to study the circular in detail and consider the implications of the disposal, including the future direction of OceanScape International Limited after shedding its two subsidiaries.
• The transaction and its effects should be closely watched, not only for immediate financial impact, but also for longer-term strategic shifts and management’s intentions.

Conclusion

The proposed disposal of 1 Care Global Pte Ltd and V2Y Insuretech Pte Ltd by OceanScape International Limited is a significant event. The transaction meets the criteria for a major transaction under SGX Catalist rules, with substantial financial implications and the requirement for shareholder approval. The waiver of inter-company debt has already been accounted for, but investors should remain vigilant for further updates and consider how these changes may affect OceanScape’s future strategy and share price.

Disclaimer: This article is provided for informational purposes only and does not constitute financial advice or a recommendation to buy, sell, or hold any securities. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information is based on public disclosures and may be subject to change following further developments or regulatory review.

View OceanScape Intl Historical chart here