AF Global Limited Announces Scheme of Arrangement, Delisting, and Key Shareholder Actions

Key Highlights

• AF Global Limited to be acquired and delisted: The company will be acquired via a Scheme of Arrangement, excluding shares held by Aspial Corporation Limited and Mr Koh Wee Meng.
• SGX-ST grants in-principle approval for delisting: Approval is subject to the Scheme becoming effective and a written confirmation from the company that all material information has been announced.
• Trading timeline established:
  • Last day of trading: Thursday, 2 April 2026
  • Suspension of trading: Monday, 6 April 2026, from 9:00 a.m.
  • Books Closure Date: Tuesday, 14 April 2026, at 5:00 p.m.
  • Expected Effective Date: On or around Wednesday, 15 April 2026
  • Scheme Consideration Payment: On or around Thursday, 23 April 2026
  • Delisting: On or around Friday, 24 April 2026
• SGX-ST waivers granted:
  • Waiver from Rule 705(1) (quarterly reporting)
  • Rule 1014(2) waiver application returned as delisting renders it irrelevant
• Shareholder approval and Court sanction obtained: The Scheme was approved at a Scheme Meeting held on 10 March 2026 and sanctioned by the Court on 27 March 2026.
• Payment details: Scheme consideration will be paid to entitled shareholders after the Scheme becomes effective.

Detailed Article for Investors

AF Global Limited has announced a significant corporate action that will impact all shareholders and could have material effects on the company’s share price and trading status. The company’s Board has provided updates regarding a proposed Scheme of Arrangement for the acquisition of all issued shares (excluding those held by Aspial Corporation Limited and Mr Koh Wee Meng). This transaction will result in the delisting of AF Global Limited from the Singapore Exchange (SGX-ST).

Scheme of Arrangement & Delisting Process

Following a series of announcements and regulatory submissions, AF Global Limited received in-principle approval from SGX-ST for its delisting. The approval is conditional upon the Scheme becoming effective and a confirmation that all material information has been disclosed. The Scheme is expected to become effective on or around 15 April 2026, with delisting anticipated on or around 24 April 2026.

The Scheme was approved by the requisite majority of shareholders at a Scheme Meeting on 10 March 2026 and subsequently sanctioned by the Court on 27 March 2026.

Key Dates for Shareholders

Waivers and Regulatory Updates

• SGX-ST granted a waiver from Rule 705(1), relieving AF Global from quarterly reporting requirements, subject to the Scheme being approved and becoming effective.
• The company applied for a waiver under Rule 1014(2) for certain disposal transactions related to its Xuzhou joint venture. SGX-ST returned this application, stating it was irrelevant due to impending delisting.

Implications for Shareholders

• Trading Implications: Shares will cease trading after 2 April 2026. Shareholders must take note of the Books Closure Date (14 April 2026) for determining their entitlement under the Scheme.
• Scheme Consideration: Payment to entitled shareholders will be made on or around 23 April 2026. The amount and method of consideration were detailed in the Revised Scheme Document, which should be reviewed for specifics.
• Delisting Impact: Once delisted, shares will no longer be traded on SGX-ST, and liquidity will be severely affected. Investors holding shares after the Books Closure Date should be aware of these risks.
• Price Sensitivity: The announcements regarding delisting, trading suspension, and Scheme approval are highly price sensitive. Investors should monitor announcements closely for any changes to the timeline or conditions, as these could impact share value and trading ability.
• Resolution Disposal and XZRES Disposal: Related corporate actions with LCLPL and Hillgate Investment Pte Ltd are expected to complete after delisting, which may impact the company’s asset structure and financials.

Responsibility Statement

The Directors of AF Global Limited affirm that all facts and opinions related to the company in this announcement are fair and accurate. They accept joint and several responsibility for the contents of the announcement (excluding information relating to the Offeror).

Conclusion

This series of events constitutes a major corporate action. The delisting, Scheme approval, and associated waivers and disposals are material and could significantly influence AF Global Limited’s share price and shareholder value. Investors should take careful note of trading dates, entitlement cut-offs, and the payment timeline, and monitor for further updates from the company.

Disclaimer: This article is intended for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should review the full official documents and consult with their financial advisors before making any investment decisions. All dates and actions are subject to change based on future company announcements and regulatory approvals.

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