Raffles Education Limited Receives Approval-in-Principle for Major Share Conversion and Proposes Special Interim Dividend

Key Points:

• Raffles Education Limited has secured approval-in-principle (AIP) from the Singapore Exchange Securities Trading Limited (SGX-ST) for the listing and quotation of up to 241,100,605 new ordinary shares arising from the conversion of outstanding amounts owed.
• The Company is also proposing a special interim dividend for shareholders.
• The AIP is subject to compliance with SGX-ST’s continuing listing requirements and the approval of shareholders at an upcoming general meeting (EGM).
• Details of the proposed transactions, including the conversion and the special dividend, will be provided in a circular to shareholders, along with a notice for the EGM and a proxy form.
• The Company emphasizes that there is no certainty the proposed transactions will be completed, urging caution to investors and shareholders.

Details of the Announcement

Raffles Education Limited has made a significant announcement regarding its capital structure and shareholder returns. The board has received approval-in-principle from the SGX-ST for the potential listing and quotation of up to 241,100,605 new ordinary shares on the Mainboard. These shares are to be issued as part of a planned conversion of outstanding amounts owed to the company into equity.

Conditions of Approval

The approval from SGX-ST is not unconditional. It is contingent on:

• Raffles Education Limited continuing to comply with SGX-ST’s listing requirements.
• Shareholders approving the proposed conversions at a general meeting to be convened. Without this approval, the transaction cannot proceed.

Special Interim Dividend

In addition to the share conversion, the board has proposed a special interim dividend. While specific details about the dividend amount or record date were not disclosed in this announcement, such a move typically reflects confidence in the company’s financial position and could be viewed positively by shareholders.

Implications for Shareholders

• Potential Share Dilution: If the conversion proceeds, the issue of over 241 million new shares will significantly enlarge the Company’s issued share capital, potentially diluting the holdings of existing shareholders. This is a price-sensitive development that could affect share value.
• Shareholder Vote Required: The conversion is not a done deal. Shareholders will have the opportunity to vote on the matter at an upcoming EGM. If shareholders reject the proposals, the conversion and the associated listing of new shares will not occur.
• Special Dividend: The proposal for a special interim dividend could support the share price, as it reflects direct returns to shareholders. More details will be provided in the circular.
• Ongoing Uncertainty: The company explicitly cautions that there is no certainty or assurance that the proposed transactions will proceed to completion. Shareholders are advised to exercise caution in trading and to await further information.

Next Steps

The Company will distribute a circular to shareholders containing full details of the proposed conversions and special dividend, as well as information about the EGM and proxy voting procedures. Shareholders are strongly encouraged to review these materials carefully and consult with their professional advisors as needed.

Investor Advisory

Caution is warranted as the company has not guaranteed the completion of these transactions. The approval-in-principle is not an endorsement of the company’s merits or those of the proposed shares. Investors should stay alert for further announcements and be aware that these developments are price-sensitive and could result in significant movements in the company’s share price, depending on the outcome of the EGM and further disclosures.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult with their own professional advisors before making any investment decisions. The information presented is based solely on the official company announcement dated 2 January 2026 and subsequent disclosures. Future outcomes are subject to shareholder approval and regulatory compliance.

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