Medi Lifestyle Limited: Major Shareholder Sale and Debt Assignment – Detailed Investor Update

Key Highlights

• Lingholm Holdings Pte. Ltd., the controlling shareholder of Medi Lifestyle Limited, is selling a significant stake in the company.
• A conditional Sale and Purchase Agreement (SPA) has been signed with Mr. Chua Yi Hang for the sale of 94,769,564 ordinary shares, representing 25.06% of the company’s issued shares.
• The sale price is set at S\$0.004 per share, with a total consideration of S\$379,078.26.
• In addition, the Seller is assigning a non-interest bearing loan of S\$1,300,000 owing by the Company to Mr. Chua Yi Hang for a consideration of S\$1,000,000 payable in tranches.
• Upon completion, Mr. Chua Yi Hang will become a controlling shareholder of the Company.
• The Purchaser is a private investor and the general manager of a shipyard.
• The Purchaser will provide a letter of undertaking for financial support to ensure the Group remains a going concern for at least 12 months post-completion.

Details of Share Sale

Lingholm Holdings Pte. Ltd. has mandated SAC Capital Private Limited to sell up to 236,769,564 shares, but has specifically entered into an SPA with Mr. Chua Yi Hang for the sale of 94,769,564 shares. This transaction will reduce Lingholm’s holding from 62.62% (236,769,564 shares) to 37.56% (142,000,000 shares), while Mr. Chua Yi Hang will acquire a 25.06% stake, making him a new controlling shareholder.

Debt Assignment Details

The SPA also includes the assignment of a non-interest bearing loan of approximately S\$1,300,000 from Lingholm Holdings to Mr. Chua Yi Hang, comprising:

• RM3,433,000 (approx. S\$1.09 million based on S\$1: RM3.156) under loan agreements dated 27 February 2024 and 1 November 2024
• S\$200,000 in AGM and other expenses borne by the Seller

For this, Mr. Chua Yi Hang will pay S\$1,000,000 in tranches.

Impact on Shareholding Structure

There is no change in shareholding interests arising from the completion of the debt assignment, only from the share sale.

Salient Terms of the SPA

• The sale and purchase of shares and debt assignment are to be completed simultaneously.
• Completion is subject to conditions precedent typical for such transactions, including no material adverse effect on the Group and no breach of Seller’s warranties.

Board Composition and Strategic Direction

After completion, the Purchaser, as the new controlling shareholder, is expected to review the Board composition and may nominate new Directors to bring fresh perspectives and diversified experience. Such nominations will be subject to approval by the Nominating Committee and the Board, and to the Sponsor’s due diligence.

Financial Support Undertaking

As part of the transaction, Mr. Chua Yi Hang will provide a letter of undertaking to financially support the Group for at least the next 12 months to ensure going concern status.

Rationale for the Transaction

Lingholm Holdings, after reviewing its investment portfolio, has decided to realise its investment in Medi Lifestyle Limited through this share sale and debt assignment. Mr. Chua Yi Hang is acquiring the stake for investment purposes only.

Important Points for Shareholders

• This transaction could significantly affect the Company’s share price due to the change in controlling shareholder and the potential for new strategic directions and Board compositions.
• The Purchaser’s commitment to provide financial support is a positive sign for the Company’s stability and future operations.
• Further announcements will be made as material developments occur, including changes in interest notifications pursuant to the Securities and Futures Act.
• Shareholders are advised to monitor these developments and consult their financial advisers as appropriate.

Cautionary Statement

Shareholders and potential investors should read all announcements issued by Medi Lifestyle Limited carefully and seek professional advice if in doubt about their actions regarding the shares.

Media Contact

For further information or media queries, contact:
Jeysie Wong (Mobile: +60 12 708 6005, Email: [email protected])
Corporate Communications Department, Medi Lifestyle Limited

Disclaimer

This article is a summary and interpretation of current public corporate announcements and is intended for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell shares. Investors should consult their financial, tax, or other professional advisers before making any investment decisions. The Singapore Exchange Securities Trading Limited has not examined or approved the contents of this article and assumes no responsibility for its accuracy or completeness.

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