CosmoSteel Holdings Faces Compulsory Acquisition: What Investors Must Know as 3HA Capital Takes Control

Key Highlights from the Announcement

• 3HA Capital Private Limited, via Evolve Capital Advisory, is exercising its right to compulsorily acquire all remaining shares of CosmoSteel Holdings Limited at S\$0.25 per share.
• The Offer Price was revised to S\$0.25 per share, and the Offer has been declared unconditional.
• Compulsory acquisition means all dissenting shareholders who have not accepted the Offer will have their shares bought out at S\$0.25 per share.
• CosmoSteel Holdings will become a wholly-owned subsidiary of 3HA Capital Private Limited, with delisting imminent.

Detailed Breakdown for Investors

The latest announcement from Evolve Capital Advisory, acting for 3HA Capital, marks a watershed moment for shareholders of CosmoSteel Holdings Limited. Following a series of announcements and revisions, the Offeror has now exercised its right of compulsory acquisition under Section 215(1) of the Singapore Companies Act, targeting all shares held by dissenting shareholders at a final Offer Price of S\$0.25 per share.

Timeline and Key Events

• 5 June 2025: Offer Document released detailing the voluntary conditional cash offer.
• 23 June 2025: Offer Price revised to S\$0.25 per share.
• 30 June 2025: Written notification of the revised offer dispatched to shareholders.
• 7 July 2025: Offer declared unconditional after sufficient acceptances.
• 1 August 2025: Offer officially closes, with free float requirement no longer satisfied.
• 15 August 2025: Letter to shareholders detailing intention for compulsory acquisition.
• 16 September 2025: Formal announcement of compulsory acquisition and next steps.

Important Details for Shareholders

• Price Sensitivity: The final consideration is S\$0.25 in cash for each share. Shareholders who have not accepted the Offer will automatically have their shares acquired at this price. This is a key price-sensitive event as it sets a definitive exit price for all remaining shareholders.
• Payment Mechanism:
  • If shares are held via CDP, the consideration will be credited directly to the shareholder’s designated bank account through CDP’s Direct Crediting Service (DCS) or as previously agreed with CDP.
  • If shares are held in scrip form, a crossed cheque will be dispatched to the address in the Register at the shareholder’s own risk.
• Delisting: Upon completion of the compulsory acquisition, CosmoSteel Holdings will become a wholly-owned subsidiary of 3HA Capital, and the company will be delisted from the Singapore Exchange. The date and time of the delisting will be announced separately.
• Loss of Free Float: The public float requirement has been breached, meaning CosmoSteel will no longer meet SGX’s listing criteria, accelerating the path to privatization and delisting.
• No Further Upside: Investors should note that no further upside is available; S\$0.25 per share is the final offer price, and shares will be compulsorily acquired at this price.

Why This Is Significant for Shareholders and Investors

This development is highly price sensitive and will directly impact all remaining shareholders. The forced buyout at S\$0.25 per share removes any future participation in CosmoSteel’s prospects. The Offeror’s move to privatize and delist the company finalizes a process that started with the initial voluntary offer, leaving shareholders with no choice but to accept the final offer price.

For investors, this means:

• The end of trading in CosmoSteel shares on the SGX.
• No further opportunity for capital appreciation or dividends from CosmoSteel as a listed entity.

Forward-Looking Statements and Risks

The announcement contains forward-looking statements about expectations and intentions, but investors should be aware that actual outcomes may differ due to risks and uncertainties. Neither Evolve Capital nor 3HA Capital undertakes to update forward-looking statements except as required by law or SGX rules.

Investor Action Required

Shareholders who have not accepted the Offer do not need to take further action; their shares will be acquired at S\$0.25 per share, and payment will be made according to their holding arrangements. Any queries should be directed to Evolve Capital Advisory’s helpline.

Conclusion

This compulsory acquisition and impending delisting is a major development for CosmoSteel Holdings and its investors. The finalized offer price and forced buyout will move the share price to the S\$0.25 level, after which the counter will be delisted. Investors should prepare for the end of CosmoSteel’s life as a listed entity and ensure their payment details are up to date.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should consult their financial advisors before making any investment decisions. The information provided is based on official announcements and may be subject to change. The author and publisher take no responsibility for actions taken based on this article.

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