Beverly Wilshire Ltd. Announces Capitalisation of Outstanding Remuneration via Share Issuance

Key Highlights

• Debt Capitalisation Agreement: Beverly Wilshire Ltd. has entered into an agreement with Cheah Sin Hing (CSH), a doctor employed by its subsidiary, to convert S\$63,492 of outstanding remuneration into new ordinary shares, instead of paying in cash.
• New Share Issuance: The agreement involves the allotment and issuance of 5,569,473 new shares at an issue price of S\$0.0114 per share, representing the volume weighted average price (VWAP) of the Company’s shares traded on 9 January 2026.
• Conservation of Cash: The rationale for this transaction is to conserve the Group’s cash and relieve pressure from short-term obligations.
• Minimal Share Dilution: Post-issuance, CSH’s shareholding will increase marginally, with his total shares representing 1.38% of the existing issued share capital and 1.37% of the enlarged issued share capital (fully diluted basis).
• Listing Application: The Company will apply for the listing and quotation of these shares on the SGX Catalist board, subject to approval by the Singapore Exchange (SGX-ST).
• Financial Impact: The issuance will slightly improve the Group’s net tangible assets (NTA) per share, and marginally reduce loss per share (LPS), but will not bring in any new cash proceeds.
• Share Issue Mandate: The shares are being issued under the existing Share Issue Mandate, and the number of shares to be issued is well within the approved limits.

Details of the Transaction

On 9 January 2026, Beverly Wilshire Ltd. entered into a Debt Capitalisation Agreement with Cheah Sin Hing (CSH) to convert S\$63,492 of outstanding remuneration into 5,569,473 new ordinary shares at S\$0.0114 per share. This issue price reflects the VWAP for trades done on the SGX-ST on the agreement date.

CSH is a medical professional employed by the Group’s subsidiary, Beverly Wilshire Medical Center (JB) Sdn Bhd, and is not related to any Director or controlling shareholder.

The newly issued shares will rank pari passu with existing shares in all respects, except for entitlement to dividends or other distributions, the record date for which falls on or before completion of the share issuance. No moratorium is imposed on these shares.

Shareholding Impact

The Company’s enlarged issued share capital after full dilution, including all outstanding convertible securities, will be 1,157,567,864 shares.

Financial Effects

• Net Tangible Assets (NTA) per share: Will increase slightly from (0.442) S\$ cents to (0.434) S\$ cents.
• Loss per Share (LPS): Will reduce marginally from 0.434 S\$ cents to 0.432 S\$ cents.
• No Cash Proceeds: The transaction is a non-cash event, as shares are being issued in lieu of cash remuneration.

The above financial effects are based on audited consolidated financial statements for FY2024. The calculations assume the CSH Share Issuance was completed as at 31 December 2024 for NTA, and 1 January 2024 for LPS.

Share Issue Mandate

The shares are issued under the Share Issue Mandate approved at the AGM on 29 April 2025, which allows the Directors to issue shares up to 100% of the issued share capital (excluding treasury shares and subsidiary holdings), with a 50% cap for non-pro-rata issues. As of the AGM, the Company could issue up to 850,297,465 shares; after prior issuances, 735,162,509 shares remain available under this mandate. The current issuance of 5,569,473 shares is well within this limit.

Potential Price-Sensitive Information for Investors

• This move demonstrates the Company’s focus on cash conservation and managing short-term liabilities, which could be seen as prudent under current market or operational conditions.
• The marginal dilution of shares and very slight improvement in NTA and LPS may have a limited direct financial impact, but could signal management’s approach to liquidity and working capital management.
• The transaction does not involve any new cash inflow for the Company, so investors should not expect a boost to cash reserves from this event.
• The Company’s intention to continue seeking listing and quotation of new shares on the SGX Catalist is reaffirmed, but the completion of this share issuance is subject to SGX-ST approval, and there is no certainty of completion as of the announcement date.

Directors’ and Shareholders’ Interests

Other than CSH, who is the recipient of the shares, no Director, controlling shareholder, or their associates have any direct or indirect interest in the transaction, apart from their respective shareholdings.

Directors’ Responsibility Statement

The Board collectively and individually accepts responsibility for the accuracy of the information in this announcement and confirms that all material facts have been disclosed. There are no facts omitted that would make any statement in this announcement misleading. Where information has been sourced from published or publicly available sources, the Directors have ensured its accuracy.

Investor Caution

Shareholders and potential investors are advised to exercise caution when trading the Company’s shares. There is no certainty that the share issuance will be completed or that terms will not change. Further announcements will be made as necessary. Investors are urged to consult their professional advisers if in doubt.

Documents for Inspection

The Debt Capitalisation Agreement will be available for inspection at the Company’s registered office for three months from the date of the announcement.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation. Readers should consult their own professional advisers before making investment decisions. The information is based on company disclosures as of 9 January 2026 and is subject to change. Beverly Wilshire Ltd. and its Board accept no responsibility for any reliance placed on the contents herein.

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