ACMA Ltd. Announces Proposed Placement of Up to 8.48 Million New Shares: Key Details for Investors

ACMA Ltd. (SGX: ACMA), a Singapore-based company, has announced a significant fundraising initiative through the proposed placement of up to 8,478,199 new ordinary shares. This move is expected to materially impact the company’s share capital, liquidity, and potentially its share price. Investors and shareholders should pay close attention to the details and implications outlined below.

Key Highlights of the Placement

• Placement Agreements: On 30 December 2025, ACMA Ltd. entered into separate placement agreements with four private investors: Cui Wen Yan, Peng Zhen, He Yuanxiang, and Lu Shangsong.
• Number of Shares & Issue Price: Up to 8,478,199 new shares will be issued at S\$0.04 per share, raising approximately S\$339,128 in cash for the company.
• Premium to Market: The issue price represents a 29% premium to the volume weighted average price (VWAP) of S\$0.031 per share on 29 December 2025, the last full trading day before the agreements were signed.
• Enlarged Share Capital: Post-placement, the company’s share base will expand from 42,390,998 to 50,869,197 shares, with the placement shares representing approximately 16.67% of the enlarged share capital.
• Placement Shares Allocation:
  • Cui Wen Yan: 4,278,199 shares
  • Peng Zhen: 1,400,000 shares
  • He Yuanxiang: 1,400,000 shares
  • Lu Shangsong: 1,400,000 shares

Important Details for Shareholders

• Exempt Offering: The placement is conducted under Singapore’s “safe harbour” exemptions, meaning no prospectus or offer document will be issued.
• General Mandate: The shares are issued under the general mandate granted at the April 2025 AGM, allowing up to 20% of shares to be issued other than on a pro-rata basis.
• No Transfer of Control: The placement will not result in a change of controlling interest in ACMA Ltd.
• Ranking of Shares: Placement shares will rank pari passu with existing shares, except for dividends and distributions with record dates prior to allotment.
• Regulatory Approvals: Listing and quotation approval from SGX-ST will be sought, with completion subject to several conditions, including regulatory clearances and validity of the general mandate.
• Termination Clauses: Both the company and placees retain rights to terminate agreements under specified adverse circumstances (e.g., failure of conditions, trading suspension, insolvency, material breach, adverse regulatory changes).
• Investor Profile: All placees are private investors with no connections to the company, directors, or substantial shareholders. No placement agent or introducer was involved, and no fees/commissions are payable.

Use of Proceeds and Financial Impact

• Purpose: Net proceeds of approximately S\$319,128 (after expenses) will be used to strengthen working capital and overall liquidity, positioning the company to address near-term market conditions and pursue strategic opportunities.
• Disclosure: The company will announce material disbursements and deviations from stated use in its financial reports and periodic updates.
• Financial Effects:
  • Net Tangible Assets (NTA): Before placement: S\$1,912,000 (4.51 cents/share); After placement: S\$2,231,128 (4.39 cents/share)
  • Earnings Per Share (EPS): Before placement: 1.52 cents; After placement: 1.27 cents (based on FY2024 results)
  • Share Dilution: The placement will dilute EPS and NTA per share due to the enlarged share base, although total NTA increases.

Directors’ and Major Shareholders’ Interests

• No Conflicts: The company states that none of the directors or controlling shareholders has any interest, direct or indirect, in the placement or agreements, other than through existing shareholdings and/or directorships.
• Updated Shareholdings: Post-placement, major shareholders’ percentage interests will decrease due to dilution, though their absolute shareholdings remain unchanged.

Investor Advisory & Risks

• Completion Risks: The placement is subject to regulatory and contractual conditions. There is no certainty as of this announcement that the placement will be completed or that terms may not change.
• Price Sensitivity: The announcement is price-sensitive as it introduces dilution, increases total NTA, and provides premium-priced fundraising. Shareholders should monitor further announcements and seek professional advice if uncertain.

Conclusion

This proposed placement represents a significant corporate action for ACMA Ltd., improving liquidity and providing resources for strategic flexibility. However, the dilution effect and the contingent nature of the placement (pending regulatory and contractual approvals) mean shareholders should remain vigilant regarding further developments and implications for share value.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell shares in ACMA Ltd. Investors should consult their own professional advisers and consider their own investment objectives and circumstances before making any investment decisions. No responsibility is accepted for any loss arising from reliance on this article.

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