Beverly JCG Ltd. Announces Proposed Issuance of Shares to Evolve Capital Advisory Private Limited

Key Points for Investors

• Share Issuance Agreement: On 9 January 2026, Beverly JCG Ltd. (“the Company”) entered into an agreement with Evolve Capital Advisory Private Limited (“Evolve”) to pay professional fees partly in cash and partly through the issuance of new shares.
• Number and Price of Shares: The Company will issue and allot 8,771,929 new ordinary shares (“Evolve Shares”) to Evolve, priced at S\$0.0114 per share. The total value of these shares is S\$100,000.
• Pricing Methodology: The issue price represents the volume weighted average price (VWAP) of the Company’s shares on the SGX-ST on the agreement date, reflecting prevailing market conditions and recent share performance, and was mutually agreed upon by both parties.
• Share Ranking and Rights: The Evolve Shares, when issued, will be free from claims, charges, liens, and other encumbrances. They will rank pari passu with existing shares except for dividends or other distributions whose record date falls on or before the completion date of the share issuance.
• Listing Application: The Company will apply for the listing and quotation of the Evolve Shares on the SGX Catalist. The issuance is conditional on the approval and fulfillment of listing requirements.
• Shareholding Impact: Post-issuance, Evolve’s shareholding will be 18,383,838 shares, representing approximately 2.33% of the Company’s enlarged share capital on a fully diluted basis. Evolve has confirmed no direct or indirect interest of 5% or more in the Company’s securities and has stated it is independent and free of conflicts of interest with the Company.
• Rationale: The shares are being issued as part payment for professional fees to Evolve, the Company’s continuing sponsor and a licensed capital markets services provider.
• Financial Effects:
  • Net Tangible Assets (NTA): After the share issuance, NTA per share will decrease slightly from (0.442) S\$ cents to (0.430) S\$ cents.
  • Loss Per Share (LPS): LPS will decrease marginally from 0.434 S\$ cents to 0.430 S\$ cents. These changes are for illustration only and do not represent future projections.
• Share Issue Mandate: The issuance falls well within the limits of the Share Issue Mandate approved at the April 2025 AGM, with substantial headroom remaining for further non-pro-rata share issuances.
• No Change in Control: The issuance will not result in a transfer of controlling interest in the Company.
• Directors’ Interests: None of the directors or controlling shareholders has any interest in the share issuance, except through their existing shareholdings.
• No New Cash Proceeds: The transaction will not generate new cash for the Company but is intended to settle professional fees.
• Working Capital Position: Directors confirm that the Group has sufficient working capital to meet present requirements after the share issuance.
• Document Inspection: The agreement is available for inspection at the Company’s registered office for three months from the announcement date.
• Responsibility Statement: Directors accept full responsibility for the accuracy of this announcement, except for information on Evolve, which is based on available data and subject to further verification.
• Trading Caution: Shareholders and potential investors are advised to exercise caution. There is no certainty that the share issuance will be completed, or that its terms will remain unchanged.

Important Considerations for Shareholders

• Potential Share Price Impact: The issuance of new shares to Evolve will slightly dilute existing shareholders. While the dilution is minor (around 0.76% of the current issued share capital), such transactions may influence the share price, especially if perceived as undervaluing the Company or signaling management’s views on liquidity and capital structure.
• Professional Relationship: Evolve acts as the Company’s continuing sponsor and is receiving shares in lieu of cash for professional services. Investors should note the implication of service providers holding equity, which may align interests but also introduces new dynamics to the shareholder register.
• Financial Metrics: The slight decrease in NTA and LPS per share is not expected to be material but reflects ongoing share issuances and operating losses. Investors should monitor the Company’s progress in improving financial performance and reducing dilution from such transactions.
• Approval and Completion Risks: The share issuance is subject to SGX-ST approval and fulfillment of listing conditions. Any delays or changes could affect the expected outcomes.
• Transparency and Oversight: The Company has provided detailed disclosure and allows inspection of the agreement, supporting good governance practices.

Conclusion

The proposed issuance of 8,771,929 shares to Evolve Capital Advisory Private Limited represents a routine but noteworthy transaction for Beverly JCG Ltd. Investors should closely monitor subsequent announcements regarding regulatory approvals and completion. The transaction underscores the Company’s approach to managing professional fees and share capital, with minor but tangible effects on dilution and per-share financial metrics. As always, shareholders are advised to exercise caution and seek professional advice as needed.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. The information is based on public announcements made by Beverly JCG Ltd. as of 9 January 2026 and may be subject to change. Investors should conduct their own due diligence and consult professional advisors before making any investment decisions. Neither the author nor the publisher accepts responsibility for any losses arising from reliance on the information contained herein.

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