Plato Capital Limited Approves Voluntary Delisting and Selective Capital Reduction at Extraordinary General Meeting

Overview

Plato Capital Limited held its Extraordinary General Meeting (EGM) on 9 January 2026 at Holiday Inn Singapore Atrium, where shareholders and board members convened to vote on two critical special resolutions: the proposed voluntary delisting of the company from the Catalist Board of the Singapore Exchange (SGX-ST), and a selective capital reduction exercise. Both resolutions were carried with overwhelming support and are likely to have significant implications for shareholders and the company’s future listing status.

Key Points from the EGM

• Special Resolution 1 – Proposed Voluntary Delisting:
  • Shareholders approved the delisting of Plato Capital Limited from the Catalist Board of SGX-ST under Rules 1307 and 1308.
  • Resolution passed with 94.97% of votes in favour, 5.03% against.
  • Directors are authorised to take all necessary actions to effect the delisting, subject to the passing of Special Resolution 2.
• Special Resolution 2 – Proposed Selective Capital Reduction:
  • Shareholders approved reducing Plato’s issued share capital from S\$48,014,351.39 (12,178,185 shares) to S\$41,635,624.09 (10,086,799 shares).
  • 2,091,386 shares held by Eligible Shareholders will be cancelled, and S\$6,378,727.30 will be returned in cash, at S\$3.05 per cancelled share.
  • Resolution also passed with 94.97% in favour, 5.03% against.
  • Directors authorised to execute all arrangements to complete the capital reduction, contingent on the passing of Special Resolution 1.
• Voting Procedure:
  • Both resolutions were inter-conditional and required approval of not less than 75% of shares present and voting.
  • Non-Participating Shareholders and their concert parties, holding 83.72% of share capital, abstained from voting.
  • Poll conducted and results verified by appointed scrutineers and polling agents.
• Next Steps:
  • Transaction is subject to regulatory submissions to the Accounting and Corporate Regulatory Authority of Singapore (ACRA).
  • There will be a six-week exposure period for creditor objections prior to finalising the capital reduction.
  • If no objections are raised, further submissions will be made to ACRA to effect the reduction, and shareholders will be kept updated on progress.

Important Information for Shareholders

• No Opt-Out Option: Eligible shareholders do not have an opt-out option for the selective capital reduction. If the resolutions are passed, their shares will be cancelled and they will receive S\$3.05 per cancelled share in cash.
• Dividend Policy: The company has not declared dividends for the past five financial years, citing the need to conserve cash for future investment and working capital. The Independent Financial Adviser (IFA) highlighted that the exit offer price represents a substantial premium over historical share prices and provides shareholders with a realistic cash exit.
• Share Consolidation History: The last share consolidation occurred on 23 June 2020, at a ratio of 20 existing shares to 1 consolidated share.
• Listing Status: If either resolution is not passed, Plato Capital Limited will continue to be listed on the Catalist Board of SGX-ST.
• Potential Price Sensitivity: The approval of the voluntary delisting and selective capital reduction is price-sensitive, as they directly affect the company’s public trading status and provide a cash exit opportunity at a premium. The lack of future dividends and potential liquidity risks for minority shareholders are notable concerns.

Shareholder Q&A Highlights

• Queries were raised regarding the fairness of the offer price (below net asset value), absence of an opt-out option, lack of dividends, and measures to support liquidity for minority shareholders.
• The IFA responded that the exit price is fair and reasonable, taking into account industry challenges, low liquidity, and comparative privatisation deals.
• The company confirmed the abstention of major shareholders and clarified the conditions for resolution approval and the regulatory process involved.

Conclusion

The EGM results mark a significant turning point for Plato Capital Limited as shareholders have approved both the voluntary delisting and selective capital reduction. These steps, if completed, will see the company exit the public market and return capital to eligible shareholders at a notable premium. Investors should monitor further announcements regarding regulatory clearance and timeline for completion, as these decisions may have a substantial impact on the company’s valuation and shareholder returns.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to consult their financial advisers and consider all relevant factors before making investment decisions related to Plato Capital Limited.

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