TrickleStar Limited Announces Major Share Placement: Up to 50% of Share Capital to Raise S\$2.42 Million
TrickleStar Limited has announced a significant corporate action with the proposed placement of up to 79,083,200 new ordinary shares, representing 50% of its current issued share capital. This move, detailed in a filing dated 13 May 2026, is expected to raise gross proceeds of up to S\$2.42 million (US\$1.90 million) for the company.
Key Points of the Placement
- Placement Agreement Signed: The company entered into a placement agreement with PrimePartners Corporate Finance Pte. Ltd., acting as the placement agent. The agent will procure subscribers for the shares on a best-efforts basis.
- Placement Price: Each Placement Share will be issued at S\$0.0306, representing a 10% discount to the volume-weighted average price (VWAP) of S\$0.0340 on the SGX-ST as of 12 May 2026.
- Exempt Offering: The placement is not underwritten and will be carried out as an exempt offering under relevant sections of the Securities and Futures Act (SFA) of Singapore, targeting private, institutional, and accredited investors.
- Impact on Share Capital: The placement, if fully subscribed, will expand the share capital from 158,167,108 shares to 237,250,308 shares. The Placement Shares will represent approximately 33.3% of the enlarged share capital.
- General Mandate: The issuance falls within the limits of the general mandate approved by shareholders at the AGM on 25 March 2026, allowing issuance of up to 50% of issued shares other than on a pro-rata basis.
- Commission: The placement agent will receive a commission of 3% (before GST) of the Placement Price multiplied by the number of shares placed.
Completion and Conditions Precedent
- Timeline: Completion targeted within 4 weeks of signing the Placement Agreement, or as agreed, subject to obtaining listing and quotation notice (LQN) from SGX-ST.
- Key Conditions: Completion is contingent upon SGX-ST approval, shareholder approval (if required), SFA exemption applicability, no legal prohibitions, no material adverse change in company condition, and continued accuracy of representations and warranties.
Rationale and Use of Proceeds
- Strengthening Capital Base: The directors believe this placement is the most efficient way to raise capital amid current market conditions.
- Business Expansion and Working Capital: Estimated net proceeds after expenses are S\$2.35 million (US\$1.85 million). Of this, 70.3% (S\$1.65 million/US\$1.30 million) will be allocated for business expansion, including mergers and acquisitions, while 29.7% (S\$0.70 million/US\$0.55 million) will be used for general working capital, including corporate administrative and operating expenses.
- Transparency: The company will make periodic announcements on the use of proceeds and provide detailed breakdowns in financial statements and annual reports, including any material deviations.
Pro Forma Financial Effects
- Net Tangible Assets (NTA): NTA per share will decrease from US\$0.0322 to US\$0.0292 after placement, despite the increase in total NTA from US\$5.09 million to US\$6.94 million.
- Loss Per Share (LPS): LPS will decrease from US\$0.0010 to US\$0.0007 due to the increased share base, but total loss remains unchanged at US\$155,484.
Shareholder Safeguards & Price Sensitive Information
- No Transfer of Controlling Interest: The placement will not result in a transfer of controlling interest, which would require specific shareholder approval.
- Restrictions: Shares will not be placed to directors, substantial shareholders, or connected persons unless approved by SGX-ST or shareholders.
- Placees Requirements: Placees must confirm they are not acting in concert and not entering into share borrowing arrangements; if any placee becomes a substantial shareholder, the company will be informed.
Director and Placement Agent Confirmations
- Directors: Confirm sufficiency of working capital with existing facilities and proceeds. No directors or substantial shareholders have an interest in the placement.
- Placement Agent: Confirms placees will be identified and not connected to company insiders; commission will not be shared with placees.
Risks, Cautionary Statement, and Further Announcements
- Risks: The placement is subject to the fulfilment of conditions precedent. There is no certainty that the placement will proceed or be completed.
- Shareholder Advisory: Shareholders and potential investors are urged to exercise caution, read all announcements carefully, and consult professional advisors as appropriate.
- Further Updates: The company will issue further announcements as material developments occur.
- Inspection: The Placement Agreement is available for inspection at the company’s registered office for three months from the announcement date.
Important Notices
- Regulatory Status: Placement Shares are classified as “prescribed capital markets products” and “Excluded Investment Products,” per MAS regulations.
- Sponsor Review: Announcement reviewed by PrimePartners Corporate Finance Pte. Ltd., but not examined or approved by SGX-ST. The Exchange accepts no responsibility for the content.
Disclaimer
The above article is intended for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. The proposed share placement by TrickleStar Limited remains subject to various conditions and regulatory approvals, and there is no guarantee of completion. Investors are advised to consult their financial advisors and review official company announcements before making any investment decisions.
