Annica Holdings Limited Responds to SGX Queries on Share Consolidation and Rights Issue

Introduction

Annica Holdings Limited has issued a comprehensive response to queries raised by Singapore Exchange Regulation (SGX) regarding its previously announced Proposed Share Consolidation and Rights Issue. The responses clarify key aspects of the consolidation process, its impact on shareholders, and regulatory compliance, providing material information that could influence investor sentiment and potentially affect share price.

Key Points from the Report

• Share Consolidation Ratio: The proposed share consolidation will convert every 250 existing shares into 1 consolidated share. Importantly, shareholders with fewer than 250 existing shares will not receive any consolidated shares and will cease to be shareholders after the consolidation is completed.
• Estimated Impact on Shareholders: As of 31 December 2025, approximately 51 shareholders (about 1.38% of total shareholders) hold less than 250 shares. Collectively, these holders own approximately 6,025 shares, which represents a negligible 0.00003% of the total issued shares. These shareholders will lose their holding status post-consolidation.
• No Minimum Allocation for Small Shareholders: The company has considered but decided not to issue at least one consolidated share to shareholders with less than 250 shares, diverging from some market precedents. Instead, entitlements will be strictly rounded down, and fractional shares disregarded, meaning small holders are entirely eliminated from the register.
• Regulatory Compliance and Undertaking Shareholders: Major shareholders (Undertaking Shareholders) have agreed to vote in favour of the relevant resolutions related to the consolidation and rights issue – but only as permitted by relevant laws and regulations, including Catalist Rules and the Code. Should regulatory requirements necessitate independent shareholder approval or abstention (e.g., in a whitewash scenario), these undertakings will be subject to such requirements.
• Corporate Governance: The entire process, including shareholder voting and regulatory submissions, is being conducted under strict adherence to SGX regulations, with oversight from the company’s sponsor, ZICO Capital Pte. Ltd.

Important Considerations for Shareholders

• Loss of Shareholder Status for Minor Holders: Investors holding fewer than 250 shares should be aware that their shares will be eliminated and they will cease to be shareholders after the consolidation, potentially triggering minor retail selling prior to the record date.
• Price Sensitivity: The consolidation ratio and removal of fractional shareholders may alter the liquidity profile of Annica Holdings’ shares and could impact share price due to changes in the shareholder base and float.
• Voting Undertakings: The commitment by major shareholders to vote for the resolutions may increase the likelihood of the proposals passing, but voting exclusions will apply as required by regulations.
• Regulatory Risks: All undertakings and proposals are subject to compliance with applicable laws and listing rules, which may affect outcomes if regulatory requirements change or if “independent shareholder” approvals are triggered.

Potential Market Impact

The proposal to consolidate shares at such a high ratio (250:1), and the decision not to allocate at least one consolidated share to smaller holders, is significant. This move will reduce the number of shareholders, potentially increase the share price post-consolidation (as is often the mechanical effect of consolidations), and may also affect liquidity and overall investor perception.

Investors should closely monitor the company’s announcements for future updates on the rights issue and any further regulatory requirements, as these could materially affect share value and trading dynamics.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to consult their personal financial advisers and review all company disclosures before making investment decisions. The information contained herein is based on company announcements as of 27 January 2026 and may be subject to change. The author and publisher assume no responsibility or liability for any losses incurred from actions taken based on the contents of this article.

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