Octopus (APAC) Holdings Limited Announces S\$5 Million Share Placement to Grupo Osborne

Key Highlights and Price-Sensitive Information for Investors

Octopus (APAC) Holdings Limited, formerly known as GS Holdings Limited, has entered into a significant share subscription agreement with Grupo Osborne, S.A.U., a Spanish conglomerate engaged in the production and distribution of wines, spirits, and food products. This development marks a material fundraising event that could influence the company’s share price and strategic direction.

1. Details of the Proposed Placement Exercise

• Subscription Agreement: On 10 April 2026, Octopus (APAC) Holdings entered into an agreement to allot and issue 73,529,411 new ordinary shares to Grupo Osborne at S\$0.068 per share, totaling S\$5 million in gross proceeds.
• Shareholding Impact: The new shares represent approximately 6.84% of the current issued share capital and 6.40% of the enlarged share capital post-placement, signaling a significant new institutional investor on the register.
• Premium to Market: The placement price reflects a 13.33% premium to the last traded price of S\$0.060 on 9 April 2026, indicating strong investor confidence and potential positive sentiment for the stock.
• Use of Proceeds:
  • Business expansion and strategic initiatives: S\$1.5 million (30%)
  • Strengthening liquidity: S\$2 million (40%)
  • Operating costs: S\$1.32 million (27%)
  • Introducer fee: S\$150,000 (3%)

  Net proceeds after estimated expenses are approximately S\$4.97 million, with flexibility for reallocation depending on the company’s needs.

• Introducer Fee: Edgeglobe Pte. Ltd. introduced the investor and will receive a cash fee of S\$150,000 (3% of funds raised). No part of this fee will be shared with the subscriber or company personnel.
• No Change in Control: The placement will not result in a change of control or trigger takeover provisions.
• Listing Requirement: Completion is contingent on SGX-ST approval for the listing and quotation of the new shares.

2. About the Subscriber – Grupo Osborne

• Grupo Osborne, S.A.U. is a major Spanish entity with issued capital of EUR 131.1 million, specializing in wines, spirits, alcoholic beverages, and food products. This is a strategic partnership, further reinforced by a master distribution agreement with Octopus subsidiaries for the distribution of Osborne’s products in the region.
• The company confirms no material conflict of interest, related party relationships, or existing shareholding ties with the company, its directors, or other substantial shareholders.

3. Financial Impact of the Placement

• Net Tangible Assets (NTA) per Share: Expected to increase from S\$0.55 to S\$1.04 per share post-placement, assuming completion as of 31 December 2024.
• Loss Per Share (LPS): Expected to decrease from 0.29 Singapore cents to 0.26 Singapore cents, reflecting dilution but no immediate profit impact, as the net loss remains unchanged at S\$2.46 million.
• The financial effects are illustrative and do not necessarily reflect future performance.

4. Strategic and Price-Sensitive Aspects

• Strategic Investor Entry: Grupo Osborne’s entry as a strategic investor and distributor may signal confidence in Octopus (APAC)’s business model and open up cross-border opportunities for both companies.
• Strengthened Balance Sheet: The substantial cash injection will enhance liquidity, potentially enabling accelerated growth, business expansion, and improved financial resilience.
• Premium Pricing: The placement at a premium to market suggests optimism from the new investor and may be viewed positively by the market.
• Potential Share Price Catalyst: The combination of strategic partnership, strengthened capital base, and premium placement price are all price-sensitive elements that could influence trading activity and valuation.

5. Additional Information for Shareholders

• No Board Representation: Grupo Osborne will not nominate directors to the Octopus (APAC) Board.
• No Moratorium: There is no lock-up or moratorium imposed on the new shares.
• Conditions Precedent: Completion is subject to customary approvals, including SGX-ST listing approval and necessary account openings by the subscriber.
• Shareholders’ Approval: The shares will be issued under the general mandate approved at the April 2025 AGM; therefore, no further EGM is required.
• Historical Fundraising: The company has undertaken several fundraisings in the past two years, with all proceeds fully utilized. This placement continues the company’s capital-raising efforts for growth and liquidity.
• Risk Statement: There is no assurance that the placement will be completed, and shareholders are advised to monitor announcements for updates.

Conclusion

The proposed placement with Grupo Osborne represents a significant corporate development for Octopus (APAC) Holdings Limited. Investors should note the potential for share price movement arising from the entry of a strategic European investor, the strengthening of the company’s financial position, and the new business relationship for product distribution. The placement at a premium and the commitment to use proceeds for expansion and working capital are likely to be viewed positively.

However, completion is subject to regulatory and procedural conditions, and there is no certainty of finalization. Investors are advised to exercise caution and seek professional advice if in doubt.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should consult their professional advisers and refer to official company announcements for the most current and accurate information. The company has explicitly stated that the placement may or may not proceed.

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