ACMA Ltd. Announces Proposed Placement of Up to 8.48 Million New Shares

Key Highlights

• Placement of Up to 8,478,199 New Ordinary Shares: ACMA Ltd. will issue up to 8.48 million new shares at S\$0.04 per share, raising approximately S\$339,128 in gross proceeds.
• Significant Premium to Market Price: The placement price represents a premium of about 29% to the previous trading day’s volume weighted average price of S\$0.031 per share.
• Potential 20% Dilution to Existing Shareholders: The new shares represent 20% of the current share capital and 16.67% of the enlarged share base upon completion.
• Targeted Placees: The shares will be placed with four private investors, all new to the shareholder register, and none are directors or substantial shareholders of the company.
• Use of Proceeds: Net proceeds (about S\$319,128 after expenses) will be used mainly for general working capital, strengthening the company’s liquidity and financial position.
• Approval and Timeline: Issuance is made under the existing general mandate, subject to standard regulatory and listing approvals. Completion is expected within 14 days after all conditions are met, and no later than 90 business days from the agreement date.

Detailed Breakdown and Implications

Proposed Placement Structure

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. Each investor will subscribe to a specific allocation of new shares (ranging from 1.4 million to 4.28 million shares each), with total proceeds amounting to S\$339,128. The placement will not be underwritten and is executed as an exempt offering under Singapore’s Securities and Futures Act, meaning no prospectus will be issued.

Price Sensitivity and Shareholder Impact

• Premium Issue Price: The S\$0.04 issue price is 29% higher than the last traded price, which could signal management’s confidence in the company’s value and prospects. This may provide a positive signal to the market and support the share price in the short term.
• Dilution: The placement will result in a 20% dilution for existing shareholders (based on current share base), and 16.67% on the enlarged base. Investors should assess the impact on their holdings and per share metrics.
• Strengthened Financial Position: The capital raised is intended to enhance working capital, which could support business continuity and strategic initiatives. The company’s net tangible assets (NTA) per share will decrease slightly from 4.51 to 4.39 Singapore cents, while earnings per share (EPS) will decrease from 1.52 to 1.27 Singapore cents due to the enlarged share base.
• No Change in Control: None of the new investors are directors, substantial shareholders, nor related parties. The placement will not result in any change in control of the company.
• Regulatory Safeguards: The placement is subject to approval in-principle from the Singapore Exchange (SGX-ST) and various regulatory and legal conditions, including that the shares will not be placed to prohibited parties under SGX rules.
• Completion Risks: Shareholders are cautioned that the placement is subject to conditions precedent, including SGX-ST and regulatory approvals. There is no certainty that the placement will be completed.

Background of the Investors (Placees)

• Cui Wen Yan: Private investor, ex-brand marketing consultant, with investment experience in China, US, and Singapore equities.
• Peng Zhen: Managing Director of a Shenzhen technology company, experienced equity investor.
• He Yuanxiang: Former aesthetic doctor and current CEO of a Chinese life sciences and beauty company, experienced investor.
• Lu Shangsong: Former finance director, now founder/director of a Shenzhen tech services company, experienced investor.

All Placees are new to the register, investing for personal purposes, have no relationship with the company or its directors/shareholders, and are not acting in concert.

Financial Effects

• Net Proceeds: Approximately S\$319,128 (after S\$20,000 estimated expenses).
• Net Tangible Assets: NTA per share decreases slightly from 4.51 to 4.39 Singapore cents.
• Earnings Per Share: EPS decreases from 1.52 to 1.27 Singapore cents, assuming no change in total earnings.
• Share Capital: Enlarged from 42,390,998 to 50,869,197 shares.

The company will provide ongoing updates on the use of proceeds and report in its financial statements as required under SGX rules.

Board and Substantial Shareholder Interests

None of the directors, controlling shareholders, or their associates have any direct or indirect interest in the Placees or the placement arrangements, other than through their existing shareholdings.

Conclusion & Shareholder Advisory

The proposed placement is a significant fundraising exercise for ACMA Ltd., marking a 29% premium to market price and resulting in notable dilution. The fresh capital will enhance working capital and strengthen the balance sheet, but the downside is a lower EPS and NTA per share for existing shareholders. The transaction is subject to regulatory approval and other conditions, and there is no certainty of completion. If completed, the placement could support the company’s financial stability and strategic initiatives, potentially impacting the share price.

Shareholders are strongly advised to monitor company announcements for further updates and consider the implications for their holdings. Consult your professional adviser if in doubt.

Disclaimer: This article is for information purposes only and does not constitute investment advice or a recommendation. Investors should conduct their own due diligence and seek professional advice before making investment decisions. The author and publisher accept no liability for any actions taken based on the information provided herein.

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