Trendlines Group Proposes Strategic Share Placement to Raise S\$5.6 Million

Key Highlights for Investors

• Up to 83,680,000 new shares to be issued at S\$0.067 per share, raising gross proceeds of approximately S\$5,606,560.
• The placement price represents a 9.03% discount to the last traded volume weighted average price (VWAP) of S\$0.0737 on 2 January 2026.
• If fully placed out, the new shares will represent 6.10% of current share capital and 5.75% of enlarged capital post-issue.
• The placement is not underwritten and will be executed via a private placement/exempt offering to institutional and accredited investors.
• No prospectus will be issued due to reliance on exemptions under the Securities and Futures Act 2001.

Details and Implications of the Proposed Placement

• The Placement Agent is SAC Capital Private Limited, with Maybank Securities Pte. Ltd. acting as Sub-Placement Agent.
• The Placement Shares will be allotted free from claims and will rank pari passu with existing shares, except for entitlements where the record date falls before completion.
• No shares will be placed to directors, substantial shareholders, or interested persons, unless exempted under the rules or further approved by SGX-ST.
• No transfer of controlling interest will occur as a result of this placement.

Mandate and Capacity for Share Issuance

• The placement is made under the General Mandate approved at the 2025 AGM, allowing the company to issue up to 25% of total shares (other than on a pro-rata basis).
• After prior rights issues and placements, there is sufficient headroom for this placement—221,565,764 shares remain available for issuance under the mandate.
• No shareholder approval is required for this placement.

Placement Mechanism & Timeline

• Placement commission: 3.5% (inclusive of GST) to Placement Agent, with 1% to Sub-Placement Agent on their portion.
• Completion is expected within three business days after all conditions precedent are met, but no later than 8 weeks from the agreement date unless mutually extended.
• Key conditions include: non-suspension of trading, SGX-ST approval-in-principle for listing, and all regulatory exemptions and requirements being met.
• If conditions are not met by the cut-off date, the agreement terminates with no liability for either party.

Rationale and Use of Proceeds

• The Company sees robust demand from new and existing investors, as evidenced by oversubscription in recent fundraisings.
• Despite pending completion of earlier fundraisings, the Company wishes to secure additional capital for strategic flexibility.
• 60% of net proceeds (approx. S\$3.22 million) will support direct and indirect investments in existing portfolio companies.
• 40% of net proceeds (approx. S\$2.14 million) will be allocated for working capital, including operational and administrative expenses.
• Funds not immediately deployed will be invested in short-term instruments at management’s discretion.
• The Company will provide ongoing disclosures on the use of proceeds in its financial statements and via SGX announcements if any material deviation occurs.

Financial Impact (Pro Forma)

• Share Capital: Will increase from 1,371,813,553 to 1,455,493,553 shares (if fully placed).
• Net Tangible Assets (NTA): Increases from US\$68,031,000 to US\$72,348,000, but NTA per share remains at US\$0.06 due to the larger share base.
• Loss Per Share (LPS): Remains unchanged at (0.9) US cents, as the loss is spread over a larger share base.

Key Points Shareholders Must Note (Potential Price Sensitive Information)

• The placement is at a 9.03% discount to the last traded VWAP, which may have a short-term dilutive effect on share price.
• The enlarged capital base and increased public float could improve liquidity and diversify the shareholder base, potentially supporting long-term share value.
• No controlling interest will change hands; no shares will be placed to insiders or interested persons, reducing governance concerns.
• Significant proceeds are earmarked for further investments in portfolio companies, which may drive future value if these companies perform well.
• The company has stated that even after the placement, its working capital is sufficient for present requirements, which is a reassuring signal for investors.

Other Noteworthy Details

• The Placement Agreement includes standard indemnification and liability clauses, with limitations except in cases of fraud, gross negligence, or wilful misconduct.
• Placement Agent and Sub-Placement Agent commissions are clearly stipulated, with no sharing of commissions with subscribers.
• The Company will apply for official listing and quotation of the new shares; a further announcement will be made upon receipt of SGX-ST’s listing and quotation notice.
• No directors or substantial shareholders have any personal interest in this placement beyond their directorships and shareholdings.
• Placement documentation is open for inspection for three months post-announcement at the Company’s Israel office.

Important Advisory to Shareholders and Potential Investors

Shareholders and potential investors should note that the proposed placement is subject to various conditions, including regulatory approvals. There is no certainty that the placement will be completed. All stakeholders are advised to exercise caution in trading and to consult with their financial or professional advisers if in doubt.

Disclaimer

This article is a summary and analysis prepared for informational purposes only and does not constitute investment advice. Investors should refer to the full official announcement and conduct their own due diligence or consult their advisers before making investment decisions. Neither the author nor the publisher assumes any responsibility for actions taken based on the information provided herein.

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