Medi Lifestyle Limited EGM: Major Debt Conversion and Control Changes Approved

Date of Meeting: 22 December 2025
Location: 1 Robinson Road, #21-01 AIA Tower, Singapore

Key Points from the EGM

• Debt Conversion: Shareholders unanimously approved the conversion of approximately S\$3.2 million in interest-free loans, owed to Lingholm Holdings Pte. Ltd. (“Lingholm”), into 213,965,134 new shares at S\$0.015 per share.
• Change in Controlling Interest: Following the debt conversion, Lingholm’s shareholding will rise to 62.62%, solidifying its position as the controlling shareholder of Medi Lifestyle Limited.
• Whitewash Waiver: Independent shareholders approved a Whitewash Resolution, waiving their rights to receive a mandatory general offer from Lingholm for the remaining shares, as typically required under the Singapore Takeover Code.
• Adoption of New Constitution: Shareholders also approved the adoption of a new constitution to replace the existing Memorandum and Articles of Association.

Price-Sensitive and Material Information for Shareholders

• Lingholm’s Continued Support: Lingholm, an investment company active in several regional markets, has been a significant shareholder since early 2024 and has repeatedly supported the Group with interest-free loans during a period of operational and funding challenges.
• Conversion Price Analysis: The conversion price of S\$0.015 per share represents a premium over the Company’s share price for the preceding 15 months and was deemed fair by the independent financial adviser. This could signal management’s and the new controlling shareholder’s confidence in the Group’s prospects.
• No Immediate Board or Management Changes: Despite Lingholm becoming the controlling shareholder, management stated that no changes to the Board or senior management are expected at this stage.
• Strategic Direction: The Group will continue its focus on both its commodity trading and healthcare businesses. While Lingholm’s background is in the energy sector, it has expressed interest in exploring healthcare opportunities, particularly in stem cell and medical tourism segments. These are currently at an exploratory stage, and management is assessing their commercial viability.
• Funding and Capital Structure: The elimination of S\$3.2 million in debt through equity conversion significantly strengthens the Group’s balance sheet, reduces leverage, and preserves cash for operations or growth initiatives.
• Share Dilution: The issuance of 213,965,134 new shares will have a dilutive effect on existing shareholders not participating in the conversion. Lingholm’s stake will rise to 62.62% post-transaction.

Voting Results

Investor Takeaways

• The Company has secured its immediate financial future by converting substantial debts into equity, with the new controlling shareholder demonstrating ongoing commitment.
• The Group’s capital structure is now significantly less leveraged, likely reducing financial risk and interest expense.
• Investors should monitor for future announcements regarding strategic shifts, especially in healthcare and potential partnerships or expansion into related sectors.
• The entry of a dominant shareholder (Lingholm) with a new sector background may signal future changes in strategic direction or business model evolution.
• The dilution from new share issuance may affect earnings per share and book value per share in the short term.

Conclusion

The EGM outcomes are highly significant for the future of Medi Lifestyle Limited. The Company’s recapitalization, the entry of a committed controlling shareholder, and potential shifts in business strategy are all price-sensitive events that could impact the Company’s share price and warrant close monitoring by investors.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisers before making investment decisions.

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