Key Points for Investors

• Completion of Proposed Share Conversions: Raffles Education Limited has completed the conversion of outstanding amounts owed into new ordinary shares, a move first announced on 30 October 2025 and detailed in several subsequent announcements and a circular dated 8 January 2026.
• Significant Increase in Issued Share Capital: The company has issued and allotted a total of 241,100,605 new ordinary shares (“Conversion Shares”) to Mr. Chew, pursuant to the terms of binding term sheets.
• Impact on Total Shares: The issuance increases the total issued shares (excluding treasury shares) from 1,539,506,798 to 1,780,607,403, representing a notable dilution for existing shareholders.
• Rights and Entitlements of New Shares: The Conversion Shares will rank pari passu (equally) with existing shares in all respects, except that they will not be entitled to dividends, rights, allotments, or other distributions where the record date falls on or before the date of allotment and issue. Specifically, they are not entitled to the Special Dividend announced on 27 February 2026.
• Listing and Quotation: The new shares are expected to be listed and quoted on the Mainboard of the Singapore Exchange (SGX-ST) on or around 13 March 2026.

Key Details and Implications for Shareholders

This development is significant for several reasons:

1. Dilution of Existing Shareholders: The issuance of over 241 million new shares results in an approximate 15.7% increase in the total shares outstanding. Existing shareholders should be aware that this will dilute their percentage ownership in the company.
2. Exclusion from Special Dividend: The new shares are not entitled to the Special Dividend announced on 27 February 2026. Shareholders who are considering buying into the company through these newly issued shares should note that they will not receive this dividend.
3. Potential Share Price Impact: The significant increase in the share base, coupled with the exclusion of the new shares from a special dividend, could impact the share price. Dilution traditionally puts downward pressure on share prices, while the exclusion from the special dividend could affect demand for the new shares.
4. Strategic Financial Restructuring: The conversion of outstanding liabilities into equity may improve the company’s balance sheet by reducing debt and strengthening equity, which could be viewed positively by some investors.
5. Market Reaction: The listing of the new shares on 13 March 2026 will be a key date for investors to watch, as trading volumes and price movements may be affected by the increase in free float and changes in shareholder structure.

Actionable Takeaways

• Current shareholders should assess the impact of dilution on their holdings and monitor the share price around the listing date of the new shares.
• Potential investors should be aware that the new shares are not eligible for the upcoming special dividend.
• The conversion may signal management’s commitment to strengthening the company’s financial position, which could have long-term positive implications.

Disclaimer

This article is for informational purposes only and does not constitute financial advice, investment recommendation, or an offer to buy or sell any securities. Investors should conduct their own research and consult with professional advisors before making any investment decisions.

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