AF Global Limited and AFG Investment Announce Deferment of Scheme Meeting and SIAS Dialogue Session Due to Xuzhou Updates 1

AF Global Limited & AFG Investment Pte. Ltd. – Key Shareholder Updates: Scheme Meeting and SIAS Dialogue Deferred

Key Developments and Implications for Investors

The boards of AF Global Limited (“Company”) and AFG Investment Pte. Ltd. (“Offeror”) have issued a joint announcement regarding major changes to the proposed acquisition of AF Global Limited via a Scheme of Arrangement. The developments may have significant implications for shareholders and could impact the Company’s share price.

Summary of Key Points

Scheme Meeting Deferred: The Scheme Meeting originally scheduled for 5 February 2026 has been deferred to a future date due to new developments related to the Company’s joint venture investment in Xuzhou, China (the “Xuzhou Updates”).
SIAS Dialogue Session Deferred: The SIAS (Securities Investors Association Singapore) Dialogue Session for shareholders, scheduled for 27 January 2026, is also postponed.
Scheme Consideration Unchanged: There is currently no change to the Scheme Consideration offered by the Offeror.
Revised Scheme Document: A Revised or Supplemental Scheme Document will be issued in due course, incorporating updates from the Xuzhou investment.
IFA Preliminary View: The Independent Financial Adviser (IFA) gives a preliminary opinion that the terms of the Scheme remain fair and reasonable after the Xuzhou Updates, though a final, updated opinion will be included in the forthcoming document.
Shareholder Action Required: Shareholders are advised not to take any action regarding their shares until the revised documents and updated recommendations are available. Those who wish to appoint proxies for the deferred meeting will need to resubmit proxy forms.
Regulatory Approvals: The Company and Offeror may need to seek further approvals or clearances from the SGX-ST, Securities Industry Council, and/or the High Court of Singapore.

Detailed Investor Guidance and Potential Price-Sensitive Issues

1. Deferment of the Scheme Meeting

The Company has decided to postpone the Scheme Meeting due to the need to incorporate material updates concerning its joint venture in Xuzhou, China. This decision means that shareholders will have additional time to assess the updated information before making critical decisions on the Scheme. This deferment and the underlying developments are potentially price-sensitive, as they may affect the perceived value and risk profile of AF Global Limited.

2. Revised Scheme Document and IFA Opinion

The upcoming Revised Scheme Document will include the latest information on the Xuzhou investment and provide an Updated IFA Opinion. The preliminary view from the IFA is that the Scheme remains “fair and reasonable,” but the final opinion will be crucial for investors. Any changes to the IFA’s opinion in the final document could directly impact share value and investor sentiment.

The document will also detail the new date for the Scheme Meeting and the process for proxy appointments and question submissions.

3. Deferment of SIAS Dialogue Session

The SIAS Dialogue Session, intended for shareholder engagement, is also deferred. SIAS has stopped accepting RSVPs, and a new date will be announced. This session is important for shareholders to raise queries directly with management regarding the Scheme and Xuzhou Updates.

4. Shareholder Action and Caution

Shareholders are specifically advised to refrain from any action regarding their shares until they have reviewed the Revised Scheme Document and the updated recommendations of the Non-Conflicted Directors and IFA. This caution is important to avoid decisions based on incomplete or outdated information.

Shareholders with questions may continue to submit them until 23 January 2026, and all relevant queries will be addressed before the deferred meeting.

5. Regulatory and Legal Implications

The delay may require further regulatory and legal clearances, which could introduce additional uncertainty into the timeline and outcome of the transaction.

What Investors Should Watch For

Details of the Xuzhou Updates: These could impact the Company’s valuation and the fairness of the Scheme.
The final IFA Opinion: Any change from the preliminary view could materially affect the prospects of the Scheme and share price.
Timeline for the Deferred Meetings: Watch for new dates and deadlines for proxy forms and questions.
Regulatory Approvals: Any complications or delays in obtaining clearances may also affect the transaction and the Company’s stock.

Contact Information

For queries related to this announcement or the Scheme, shareholders may contact DBS Bank Ltd. at +65 6878 3913 during office hours.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should consult their professional advisers and carefully review all forthcoming documents before making any investment decisions. The information above is based on company announcements and may be subject to change.