Rex International Announces S\$17 Million Fundraising via Share Placement and Warrants

Overview of the Proposed Investments

Rex International Holding Limited has announced a significant capital raising exercise via the issuance and placement of shares and warrants to two institutional investors: Eagle Harbor Multi-Strategy Master Fund Limited and BB Special Opportunities Fund Ltd. The deal, signed on 26 January 2026, aims to strengthen Rex’s balance sheet and support its general corporate purposes.

Key Details of the Transaction

• Share Placement: Rex will issue 40,082,930 new ordinary shares at S\$0.143 per share and place 13,187,000 treasury shares at the same price. This will raise total gross proceeds of S\$7,617,600.
• Free Warrants: Investors will receive 53,269,930 free detachable, unlisted, non-transferable warrants (one warrant for each placement share) with the right to subscribe for new shares at an exercise price of S\$0.177 per share. Full exercise of these warrants could raise an additional S\$9,428,777.61.
• Pricing: The placement price represents an 8.917% discount to the volume weighted average price (VWAP) of S\$0.157 on 26 January 2026. The warrant exercise price is at a 12.74% premium to the same VWAP.
• Share Dilution: Upon completion, the placement shares and warrant shares could represent up to 7.56% of the enlarged share capital (1,408,860,851 shares).
• Introducer Fee: Rex will pay an introducer fee of 3% of the gross investment value to SF Partners Limited, totaling approximately S\$228,528. This fee also applies to proceeds from future warrant exercises.
• No Change in Control: The transactions will not result in a change of controlling interest in Rex International.

Investor Information

• Both Eagle Harbor Multi-Strategy Master Fund Limited and BB Special Opportunities Fund Ltd are Cayman Islands-based funds managed by Nursery Road Capital Management Ltd.
• Eagle Harbor will subscribe for 31,074,126 placement shares (2.29% of current share capital; 4.41% after full warrant exercise). BB Special Opportunities will subscribe for 22,195,804 placement shares (1.64% of current share capital; 3.15% after full warrant exercise).
• Both investors have confirmed they are subscribing for their own account, for investment purposes, and have no prior holdings or relationships with Rex International.

Terms and Conditions

• Mandate: Shares and warrants will be issued under the general mandate approved by shareholders at the April 2025 AGM, allowing up to 20% new share issuance other than pro-rata to existing shareholders.
• Conditions Precedent: Includes SGX-ST approval for listing, continued validity of mandate, trading continuity, completion of share transfer, and board approval. Completion deadlines set for 31 March 2026, extendable by agreement.
• Warrant Terms: Warrants are valid for 3 years, non-transferable except with Rex’s written consent, and subject to adjustment for corporate actions (rights, bonus, split/consolidation, etc.).

Financial Impact

• Net Tangible Assets (NTA) per Share:
  • Before placement: 4.53 US cents (5.75 SGD cents)
  • After placement: 4.78 US cents (6.07 SGD cents)
  • After full warrant exercise: 5.11 US cents (6.48 SGD cents)
• Loss per Share (LPS):
  • Before placement: (3.15) US cents ((4.00) SGD cents)
  • After placement: (3.03) US cents ((3.84) SGD cents)
  • After full warrant exercise: (2.91) US cents ((3.70) SGD cents)
• Share Capital:
  • Current: S\$108,029,954.98 (1,302,320,991 shares)
  • After placement: S\$115,647,554.98 (1,355,590,921 shares)
  • After full warrant exercise: S\$125,076,332.59 (1,408,860,851 shares)

Use of Proceeds

• Placement Proceeds (net): S\$7,314,072 after estimated expenses.
• Warrant Proceeds (net): S\$9,145,914.61 after estimated expenses.
• Purpose: 100% of net proceeds will be used for general corporate purposes.
• Rex will provide periodic updates on fund utilisation in its financial reports.

Price-Sensitive and Shareholder-Relevant Points

• Substantial Capital Injection: The S\$17 million fundraising, if fully completed, will materially enhance Rex’s balance sheet and liquidity, potentially enabling new investments and growth initiatives.
• Share Dilution: The potential issuance of up to 8.18% additional shares may dilute existing shareholders but will also strengthen the company’s financial position.
• Discounted Placement and Premium Warrants: New shares are issued at an 8.9% discount, which may impact share price in the short term. Warrants are priced at a 12.7% premium, indicating investor confidence in future value.
• No Change in Control: Investments do not transfer controlling interest, suggesting existing management and strategic direction remain unchanged.
• Completion Risks: The deal remains subject to regulatory and board approvals, as well as other conditions. There is no certainty of completion at this stage.
• Private Placement Exemption: No prospectus or offer information statement will be issued, limiting public disclosure and regulatory oversight typical of larger public offerings.

Important Dates and Next Steps

• Long-stop Date: 31 March 2026 (subject to extension by mutual agreement).
• SGX-ST Approval: Pending application and announcement.
• Shareholder Inspection: Placement Agreements available for inspection at Rex’s registered office for three months post-announcement.

Conclusion

Rex International’s proposed issuance and placement represents a strategic move to secure significant funding, enhance its financial position, and prepare for future growth. While the deal introduces potential dilution, the proceeds are earmarked for general purposes, potentially driving value creation. Investors should closely monitor regulatory approvals and subsequent announcements, as successful completion may be a catalyst for share price movement.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. The proposed investments are subject to third-party approvals and may not complete as anticipated. Investors are advised to exercise caution and consult their professional advisors before making any investment decisions related to Rex International Holding Limited.

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