Low Keng Huat (Singapore) Limited: Notice to Non-Assenting Shareholders on Share Acquisition Scheme

Key Points from the Report

• Scheme or Contract Approved: Consistent Record Pte. Ltd. (the “transferee”) has initiated a scheme or contract to acquire ordinary shares of Low Keng Huat (Singapore) Limited (the “transferor company”).
• Threshold Achieved: The scheme was approved by holders of not less than 90% of the total number of ordinary shares, excluding shares already held by the transferee and related parties.
• Major Share Transfer: Between 28 November 2025 and 25 February 2026, an aggregate of 315,543,246 ordinary shares—representing approximately 42.71% of the total issued share capital—were transferred to the transferee or its nominee.
• Compulsory Acquisition Triggered: After the transfers, Consistent Record Pte. Ltd., together with its related corporations and nominees, now holds or controls at least 90% of the shares in Low Keng Huat (Singapore) Limited.
• Notice to Remaining Shareholders: Non-assenting shareholders are informed that they may require the transferee to acquire their shares within three months of receiving this notice. The acquisition will be on the same terms as those for approving shareholders, or as determined by agreement or the General Division of the High Court.
• Legal Framework: The process is undertaken pursuant to Section 215 of the Companies Act 1967 and relevant regulations.
• Key Date: Notice is dated 27 February 2026, signed by Dato’ Marco Low Peng Kiat, Director of Consistent Record Pte. Ltd.

Important Information for Shareholders

• Potential Share Price Impact: The compulsory acquisition and the fact that the transferee now controls over 90% of the company may have significant implications for share liquidity and price stability. This development could lead to a delisting scenario or reduced trading activity for remaining minority shares.
• Action Required: If you are a non-assenting shareholder, you have a limited window—three months from the date of this notice—to require Consistent Record Pte. Ltd. to acquire your shares. If you do not act within this window, you may remain a shareholder in a company that is effectively controlled by the transferee.
• Acquisition Terms: Shares will be acquired on the same terms as those agreed under the scheme or contract, unless alternative terms are agreed or determined by the High Court.
• Corporate Control: With 90% ownership, Consistent Record Pte. Ltd. has the ability to dictate company decisions, including potential delisting, restructuring, or other corporate actions that may affect share value.
• Legal Recourse: Disputes over terms can be brought before the General Division of the High Court for determination.

Detailed Analysis

The transfer of 315,543,246 ordinary shares of Low Keng Huat (Singapore) Limited to Consistent Record Pte. Ltd. represents a pivotal shift in the company’s ownership structure, with the transferee now holding at least 90% of the total issued share capital. This threshold is crucial under Singapore law, as it enables the transferee to compulsorily acquire the remaining shares from minority shareholders.

For investors, this is a price-sensitive event with immediate implications. Firstly, the company may face delisting if the transferee pursues full ownership, affecting market liquidity and the ability to trade shares. Secondly, any potential restructuring or change in business direction under new ownership could impact future profitability and share valuation.

Non-assenting shareholders must act quickly. The three-month window to require acquisition is strictly enforced. If you want to exit your investment on the same terms as other shareholders who have already sold, you must notify Consistent Record Pte. Ltd. within this period. Otherwise, you may be left holding shares in a tightly controlled company with limited recourse.

The terms of acquisition are set by the original scheme or contract and are subject to legal review if disputed. Shareholders should review the offer terms carefully and consider seeking legal or financial advice, especially if they wish to challenge the terms or explore alternative remedies.

Conclusion

The compulsory acquisition process triggered by Consistent Record Pte. Ltd.’s majority ownership is a material event for Low Keng Huat (Singapore) Limited shareholders. Investors should be aware of the three-month deadline, review the scheme terms, and consider the implications for share value, liquidity, and corporate strategy.

Disclaimer: This article is for informational purposes only and does not constitute financial, legal, or investment advice. Investors should consult their own advisors before making any decisions regarding their shareholdings in Low Keng Huat (Singapore) Limited.

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