Singapore Institute of Advanced Medicine Holdings Unveils Major Debt-to-Equity Conversion and Strategic Share Placement to Bolster Financial Health

Key Points Investors Must Know

• Debt Conversion: S\$5.24 million loan (plus accrued interest) from Caterine Limited to be fully converted into equity at S\$0.035 per share, resulting in the issuance of 149,726,000 new shares.
• Share Placement: 19,748,000 new shares to be placed with institutional investors at S\$0.035 per share, raising approximately S\$691,400 before expenses.
• Dilution and Capital Increase: Total shares to increase from 1,062,020,642 to 1,231,494,642 post-transactions, a significant dilution for existing shareholders.
• Financial Impact: The transactions aim to improve net tangible assets, reduce leverage, and provide working capital for operational and growth needs.
• Share Pricing: Both the debt conversion and new share placement are at a discount (approx. 8.85%) to the last traded price of S\$0.0384.
• Future Corporate Actions: The company is also exploring a potential rights-cum-warrants issue and further loan-to-equity conversions from a subsidiary of its controlling shareholder.
• Conditions: Transactions are subject to regulatory and legal approvals, including SGX-ST listing and quotation notices.

In-Depth Analysis: What Shareholders Must Watch

Background and Rationale

Singapore Institute of Advanced Medicine Holdings Ltd. (SIAMH) has recorded significant losses for FY2025, with a loss after tax and total comprehensive loss of S\$26.16 million, negative cash flow from operations of S\$9.82 million, and a net current liability position of S\$11.77 million. The board is undertaking major financial restructuring via two key transactions: a debt-for-equity swap with Caterine Limited and private placement of shares to institutional investors.

These moves are designed to strengthen SIAMH’s balance sheet, improve liquidity, reduce indebtedness, and provide flexibility to pursue new business opportunities. The transactions are also expected to reduce the company’s loss per share and gearing, and free up resources previously earmarked for loan repayments.

Details of the Debt Conversion

• Loan Background: The S\$5 million loan was provided by Caterine Limited in December 2024, with a 6.7% annual interest rate. As of 31 August 2025, the total outstanding (including accrued interest) is S\$5,240,418.
• Conversion Terms: The outstanding loan and accrued interest will be fully repaid by issuing 149,726,000 new shares at S\$0.035 each. No further interest will accrue from 1 September 2025 until completion.
• Shareholding Impact: Caterine Limited, previously not a shareholder, will own 12.16% of SIAMH post-conversion and placement.
• Approval and Conditions: The transaction is subject to SGX-ST approval for share listing and compliance with Singapore securities laws. If not completed by 31 December 2025, the agreement may be terminated.
• Connection Disclosure: Caterine Limited is ultimately owned by Malaysian tycoon Tan Sri Dato’ Surin Upatkoon, with no previous connections to SIAMH or its substantial shareholders.

Placement of Shares to Institutional Investors

• Investors Involved: Shares will be placed to PHEIM Asset Management (Asia) Pte Ltd, PHEIM Asset Management Sdn. Bhd., and PHEIM Islamic Asset Management Sdn. Bhd., and their managed funds and entities in Singapore and Malaysia.
• Placement Size and Pricing: 19,748,000 shares will be issued at S\$0.035 each, raising gross proceeds of S\$691,400 (net: S\$644,400 after costs).
• Investor Intentions: The investors and their nominees are subscribing purely for investment, with no intention to influence management or gain control of the company.
• Use of Proceeds: All net proceeds will be allocated to general working capital, including ongoing renovation and medical equipment maintenance.
• No Moratorium or Commission: No lock-up on new shares; no placement agent or commission involved.

Financial Effects and Shareholder Dilution

• Net Tangible Assets (NTA): NTA per share will drop from S\$0.0524 (pre-transaction) to S\$0.0500 (post-transaction) due to dilution, despite an increase in absolute NTA.
• Loss Per Share (LPS): LPS improves from S\$0.0246 to S\$0.0211 after both transactions, reflecting both dilution and reduced interest expenses.
• Total Shares Outstanding: The total number of shares will increase by nearly 16%, significantly diluting existing shareholders but improving the company’s balance sheet.

Potential Further Corporate Actions

SIAMH signals more capital-raising activities may be imminent, including a rights-cum-warrants issue and further loan-to-equity conversions involving its controlling shareholder’s subsidiary.

Critical Issues for Investors

• Share Dilution: Existing shareholders face substantial dilution. The company’s total share base increases by nearly 170 million shares.
• Discounted Share Issuance: New shares are being issued at an 8.85% discount to the last traded price, potentially putting downward pressure on the share price.
• Improved Balance Sheet: The elimination of S\$5.24 million in debt and the injection of new funds will strengthen SIAMH’s financial position and may attract new investor interest.
• Ongoing Losses: Despite these measures, SIAMH remains loss-making and faces significant operational challenges.
• Regulatory Risk: Completion is subject to regulatory approval; any delay or failure could impact the company’s financial health and share price.
• Further Dilution Ahead: Indications of more equity fundraising may further dilute existing shareholders’ stakes.

Conclusion: A High-Impact, High-Risk Restructuring

The dual transaction of converting debt to equity and placing new shares with institutional investors marks a pivotal restructuring for SIAMH. While these moves are set to stabilize the company’s finances and avert immediate liquidity risks, they come at the cost of substantial dilution for existing shareholders and a discounted share price. Investors should monitor further announcements closely, as the company may pursue additional equity fundraising in the near term.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should consult their own professional advisers and review all official company disclosures before making any investment decisions regarding Singapore Institute of Advanced Medicine Holdings Ltd. The information presented herein is based on public disclosures as of 30 September 2025 and may be subject to change.

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