Beng Kuang Marine Limited Announces S\$5 Million Share Placement

Key Developments

Beng Kuang Marine Limited (the “Company”), a Singapore-based marine engineering group, has entered into a Placement Agreement with SAC Capital Private Limited for a proposed placement of up to 15,625,000 new ordinary shares at an issue price of S\$0.32 per share. The aggregate consideration for the placement is up to S\$5,000,000. The agreement was signed on 26 February 2026.

Important Details for Shareholders

• Placement Price & Premium: The placement price of S\$0.32 per share represents a premium of approximately 3.09% over the volume weighted average price of S\$0.3104 per share as traded on the SGX-ST on the last full market day before the agreement was signed.
• Share Capital Impact: The placement shares represent approximately 7.48% of the existing issued share capital and about 6.96% of the enlarged share capital post-placement. The Company’s share base would increase from 208,997,423 to 224,622,423 shares, excluding treasury shares.
• Ranking and Rights: The new shares will be issued free from all encumbrances and rank pari passu with existing shares except for dividends, rights, allotments, or other distributions where the record date falls before completion of the placement.
• No Change of Control: The placement will not result in any transfer of controlling interest in the Company.
• Share Issue Mandate: The placement utilizes the existing general share issue mandate approved at the 2025 AGM. No specific shareholder approval is required as the placement is within the mandated limits.
• Restrictions on Placement: Shares will not be placed to directors, substantial shareholders, or interested persons except under certain exemptions, and there will be no transfer of controlling interest.

Financial Effects and Use of Proceeds

• Estimated Net Proceeds: After estimated fees and expenses (approximately S\$210,000), the net proceeds are expected to be about S\$4,790,000.
• Use of Proceeds: 100% of net proceeds will be used for working capital purposes. Pending deployment, funds may be deposited or invested in short-term instruments.
• Pro Forma Financial Impact:
  • Net Tangible Assets (NTA) per Share increases from 12.64 to 13.90 Singapore cents.
  • Earnings Per Share (EPS) is expected to decrease from 2.61 to 2.43 Singapore cents due to the enlarged share base, assuming net profit remains constant.

Salient Terms of the Placement Agreement

• Placement Commission: SAC Capital will receive a 3.0% commission on the placement price for each share successfully placed.
• Completion Timeline: Completion is targeted for within three business days after all conditions are met, but no later than eight weeks from the agreement date (unless otherwise agreed).
• Conditions Precedent: These include SGX-ST approval for listing and quotation, continued trading of the shares, applicability of SFA exemptions, and no material adverse effect occurring.
• Possible Termination: If any condition is not satisfied by the cut-off date, the agreement will automatically terminate with no further liability for either party (except for specified surviving provisions).

Disclosures and Confirmations

• No Insider Placement: The Placement Agent confirms that shares will not be placed with directors, substantial shareholders, or interested persons (unless exempted).
• No Share Borrowing Arrangements: There are no share borrowing arrangements to facilitate the placement.
• Disclosure of Substantial Shareholders: If any subscriber becomes a substantial shareholder as a result of the placement, immediate announcement will be made.
• No Adjustments to Warrants: The placement will not result in any adjustments to the exercise price or number of outstanding bonus warrants.

Rationale and Management’s Views

The Board states the placement is intended to improve liquidity and support working capital needs, aligning with the Group’s business strategy to enlarge its asset base. Management believes the placement is beneficial and that the Group has adequate working capital to meet current requirements even before this exercise. The net proceeds will enhance financial flexibility and support ongoing operations.

Potential Price-Sensitive Issues

• Dilution for Existing Shareholders: The placement will dilute existing shareholders by approximately 6.96% of the enlarged share capital. This could impact share value if not offset by future earnings growth.
• EPS Impact: EPS is expected to decrease post-placement due to the increased number of shares, which may affect share valuations unless the raised funds result in higher future profits.
• Market Reaction: As the placement price is at a slight premium, this could be seen as a sign of confidence from new investors, which may support the share price. However, any failure to deploy the proceeds effectively or meet placement conditions could adversely affect sentiment.
• Uncertainty and Risk: The placement is still subject to several conditions precedent, and there is no guarantee it will proceed. Investors should be aware of the risks of non-completion.

Additional Information

• Copies of the Placement Agreement are available for inspection at the Company’s registered office for three months from the date of announcement.
• The Company will make further announcements upon material developments and provide status reports on net proceeds usage in future financial statements and annual reports.

Cautionary Statement

Shareholders, securityholders, and investors are advised that the placement remains subject to the fulfillment of various conditions precedent, and there is no certainty that it will be completed. Further, investors should consult their own professional advisors if in doubt about actions to take regarding their shares or other securities.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors are advised to perform their own due diligence and consult their financial advisers before making any investment decisions. The information is based on disclosures announced by Beng Kuang Marine Limited as of 26 February 2026 and may be subject to updates or changes.

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