AFG Investment Pte. Ltd. and AF Global Limited: Joint Announcement on Acquisition and Scheme Consideration

Key Highlights of the Joint Announcement

• Proposed Acquisition: AFG Investment Pte. Ltd. (the “Offeror”) has announced its intention to acquire all the issued ordinary shares in AF Global Limited (the “Company”), except for those held by Aspial Corporation Limited and Mr Koh Wee Meng (the “Excluded Shareholders”). This will be conducted via a scheme of arrangement in accordance with Section 210 of the Companies Act 1967 of Singapore and the Singapore Code on Take-overs and Mergers.
• Scheme Consideration is Final: The Offeror will pay S\$0.11 in cash per Scheme Share to each entitled shareholder whose shares are being acquired under this arrangement. The Offeror has explicitly stated that it does not intend to increase the Scheme Consideration. This is in compliance with Rule 20.2 of the Singapore Code on Take-overs and Mergers, which means the offer price is final and binding.
• Scheme Shares: The shares which will be acquired are all shares not already directly held by the Excluded Shareholders, termed as the “Scheme Shares”.
• Shareholder Advisory: Shareholders are strongly advised NOT to take any action regarding their shares that may be prejudicial to their interests. Caution is urged when dealing in the Company’s shares, and shareholders who are in any doubt should consult their professional advisers such as stockbrokers, bank managers, solicitors, accountants, or tax advisers.
• Responsibility Statements: Both the directors of AF Global Limited and AFG Investment Pte. Ltd. have made statements confirming that they have exercised all reasonable care to ensure the information in the announcement is accurate and fair. Each party disclaims responsibility for information or opinions expressed by the other party.
• Contact for Queries: Shareholders or interested parties with questions regarding the announcement, acquisition, or scheme should direct their queries to DBS Bank Ltd. at +65 6878 3913 during office hours.

Important Information for Shareholders

Price Sensitivity: The most price-sensitive information in this announcement is the confirmation that the Scheme Consideration of S\$0.11 per Scheme Share is FINAL. There will be no further upward revision of the offer price. This could influence trading behaviour, as there is now certainty regarding the maximum cash consideration shareholders can expect if the scheme is approved and implemented.

Risk Advisory: Shareholders should be aware that acting on their shares without careful consideration could lead to adverse outcomes, especially since the offer price is now confirmed and final. Market participants may react to this certainty, and the share price could adjust to this fixed consideration.

Full Details of the Scheme

The acquisition will be executed via a scheme of arrangement under Singapore law, with all terms and details outlined in the Revised Scheme Document dated 23 February 2026. Only shares not held by the Excluded Shareholders (Aspial Corporation Limited and Mr Koh Wee Meng) are subject to the scheme. Upon the scheme being effective and binding, payment will be made at S\$0.11 in cash for every Scheme Share transferred to the Offeror.

The directors of both AF Global Limited and AFG Investment Pte. Ltd. have taken steps to ensure the accuracy and fairness of the information provided. However, each party only takes responsibility for information about itself and not statements or opinions made by the other party.

The announcement was jointly issued on 25 February 2026 by the respective boards of directors.

Conclusion

This announcement provides critical clarity to shareholders regarding the acquisition terms and the final offer price. The confirmation that there will be no increase in the Scheme Consideration is significant and may impact share price movements as investors adjust their expectations accordingly. Shareholders are urged to exercise caution and seek professional advice if uncertain about their next steps.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their financial advisers before making any investment decisions. The information presented is based on the official joint announcement by AFG Investment Pte. Ltd. and AF Global Limited as of 25 February 2026 and may be subject to change.

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