CosmoSteel Holdings to Delist After S\$0.25/share Takeover as 3HA Capital Completes Compulsory Acquisition

Key Points from the Announcement

• Compulsory Acquisition Completed: 3HA Capital Private Limited, via its agent Evolve Capital Advisory Private Limited, has successfully completed the compulsory acquisition of all remaining ordinary shares in CosmoSteel Holdings Limited not already tendered in their voluntary unconditional cash offer.
• Final Offer Price: Shareholders who did not accept the initial offer will receive S\$0.25 in cash for each share compulsorily acquired.
• Delisting from SGX-ST: CosmoSteel Holdings Limited will be officially delisted from the Singapore Exchange (SGX-ST) at 9:00 a.m. on 24 September 2025. The company’s shares will no longer be traded on the exchange.
• Payment to Dissenting Shareholders: Payment for the compulsorily acquired shares has been dispatched to eligible shareholders as of the acquisition completion date, 23 September 2025.
• Offer Revision and Acceptance Levels: The final offer price was revised to S\$0.25 per share as announced on 23 June 2025, following initial notifications and subsequent acceptances that triggered the compulsory acquisition threshold.
• Regulatory Compliance: The process was conducted under Section 215(1) of the Singapore Companies Act and Rule 15 of the Singapore Code on Take-overs and Mergers, ensuring compliance with all legal and regulatory standards.
• Responsibility Statement: Directors of 3HA Capital have affirmed the accuracy and fairness of all statements and opinions in the announcement, and have taken reasonable steps to ensure no material facts are omitted.

Important Information for Shareholders and Investors

• Shareholders Who Did Not Tender: If you were a shareholder who did not accept the initial offer, your shares have now been compulsorily acquired, and you will receive S\$0.25 per share.
• No Further Trading: After delisting, CosmoSteel shares will no longer be available for public trading. Investors holding shares as of the acquisition date will receive cash compensation only.
• Price Sensitivity: The acquisition and imminent delisting are highly price-sensitive events. The S\$0.25 per share acquisition price is the final value for shareholders, and there will be no further opportunity to participate in any future price movements of CosmoSteel Holdings on SGX-ST.
• Corporate Actions Timeline: Key dates included the close of the offer on 1 August 2025, notifications of compulsory acquisition intentions on 15 August 2025, completion of compulsory acquisition on 23 September 2025, and delisting on 24 September 2025.
• Forward-Looking Statements: Investors are reminded that any forward-looking statements in the announcement are subject to risks and uncertainties, and neither 3HA Capital nor Evolve Capital Advisory Private Limited are obligated to update these statements except as required by law.
• Helpline for Enquiries: Shareholders with queries can contact Evolve Capital Advisory Private Limited at (65) 6241 6626 during office hours.

Detailed Breakdown of the Acquisition and Delisting Process

The acquisition process began with a voluntary conditional cash offer made by Evolve Capital Advisory Private Limited on behalf of 3HA Capital Private Limited, covering all issued and paid-up ordinary shares of CosmoSteel Holdings Limited. Subsequent to the offer launch, the Offer Price was revised to S\$0.25 per share in June 2025.

Following the revision, acceptances increased and the Offer was declared unconditional. With the “Free Float Requirement” no longer satisfied, 3HA Capital exercised its right to compulsorily acquire all remaining shares held by dissenting shareholders under Section 215(1) of the Companies Act.

Notifications and prescribed forms were sent to remaining shareholders, and the acquisition was completed on 23 September 2025. Payments for the acquired shares were dispatched to all affected shareholders. CosmoSteel Holdings Limited will be delisted from the SGX-ST effective 24 September 2025 at 9:00 a.m., ending its status as a publicly traded entity in Singapore.

Potential Impact on Shareholders and Market Dynamics

This delisting and compulsory acquisition marks the end of CosmoSteel Holdings Limited as a listed company. The S\$0.25 per share price represents the final exit value for all shareholders. Investors should note that there will be no further opportunity to realize value from CosmoSteel shares on the SGX-ST, and any exposure to the company will now only be via private holdings, if at all.

The announcement is significant, as compulsory acquisition and delisting typically result in the cessation of liquidity and public valuation, often affecting portfolios and investment strategies for institutional and retail investors alike. The transaction underscores the importance of monitoring corporate actions, offer revisions, and regulatory notifications in the Singapore market.

Disclaimer

This article is for informational purposes only and does not constitute financial advice, investment recommendations, or an offer to buy or sell any securities. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. All forward-looking statements are subject to risks and uncertainties. The author and publisher are not responsible for any losses or actions taken based on the information provided herein.

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