MoneyMax Financial Services Ltd. Announces Proposed Placement of Up to 53 Million New Shares

Key Highlights of the Placement Agreement

• Placement Size and Price: MoneyMax Financial Services Ltd. (“MoneyMax” or “the Company”) has entered into a placement agreement for up to 53,000,000 new ordinary shares at a placement price of S\$0.835 per new share. This represents a potential aggregate consideration of up to S\$44,255,000.
• Lead Managers: The placement is managed by renowned institutions: CGS International Securities Singapore, DBS Bank, and OCBC, acting as Joint Bookrunners.
• Non-Underwritten Placement: The placement is conducted on a best-efforts basis and is not underwritten. The Joint Bookrunners are not obliged to purchase any shares if they are not taken up.
• Share Capital Impact: The new shares represent about 6.0% of the current issued share capital and will account for approximately 5.7% of the enlarged capital post-placement (assuming all are placed out).
• Discount to Market Price: The placement price is at a 3.1% discount to the volume weighted average price (VWAP) of S\$0.862 for trades done on 15 April 2026, the last full market day before the trading halt and the placement announcement.

Important Details for Shareholders

• No Impact on Control: The placement will not result in a change of controlling interest in the Company.
• Restrictions on Allocation: The new shares will not be placed to Directors, substantial shareholders, or other prohibited parties under SGX Catalist Rules, unless specific exemptions are met. This ensures fairness and compliance with regulatory requirements.
• Lock-up Period: The Company has given a 90-day moratorium (from completion) on further share issuance, except for certain employee performance schemes and scrip dividends, with prior written notification to the Joint Bookrunners.
• Shareholder Approval: The issuance is under a specific mandate approved at the EGM on 19 March 2026, authorizing up to 88.5 million new shares for the purpose of meeting Main Board public shareholding requirements.

Strategic Rationale and Use of Proceeds

• Main Board Transfer: The placement is a key step for MoneyMax’s proposed transfer from the Catalist to the Main Board of the SGX-ST. The company must meet the Main Board’s minimum public shareholding spread (at least 15% in public hands).
• Public Float Compliance: Post-placement, the public float is projected at 16.9%, exceeding the required 15% and facilitating the transfer.
• Balance Sheet Strengthening: The estimated net proceeds of approximately S\$43.4 million (after commissions and expenses) will be used entirely for working capital, particularly to support the growth of the pawnbroking portfolio and retail inventory purchases.
• Interim Use of Funds: Pending deployment, proceeds may be used to repay short-term loans and overdraft facilities, or for other short-term needs.

Material Terms and Conditions

• Commission: The Joint Bookrunners earn a commission of 1.5% of the placement price on successful subscriptions, and may also retain brokerage/fees from subscribers (but not from the Company).
• Completion Conditions: The placement is subject to several conditions, including:
  • No material breach of representations by the Company.
  • Approval for listing and quotation notice (LQN) from SGX-ST.
  • No legal or regulatory prohibitions.
  • Board resolutions approving the placement and share issuance.
• Termination Rights: If conditions are not met or there is a breach, the Joint Bookrunners may terminate the agreement without liability (except as provided in the agreement).
• Timeline: The new shares are expected to be listed no later than 27 April 2026, subject to all conditions being met.

Eligibility and Regulatory Information

• Eligible Investors: The offer is made to institutional, accredited, and other qualified investors, in reliance on exemptions under Singapore’s Securities and Futures Act. The shares will not be offered in the United States or Malaysia except under applicable exemptions.
• Listing Application: The Company will apply for listing of the New Shares on the Catalist board via its sponsor, United Overseas Bank Limited, and will announce upon receipt of the LQN.

Directors’ and Substantial Shareholders’ Interests

None of the Directors or substantial shareholders has any direct or indirect interest in the placement, other than through their shareholding interests.

Investor Watchlist: Potential Share Price Impact

• Placement Price Discount: The 3.1% discount to market levels may set a short-term price benchmark.
• Capital Base Expansion: The injection of S\$43.4 million in new capital and the drive to strengthen the balance sheet are value-accretive and may support future growth and share price re-rating.
• Main Board Transfer: Transitioning to the SGX Main Board, if completed, could improve trading liquidity and institutional interest, possibly leading to a positive re-rating.
• Regulatory Compliance: Shareholders should note the placement is a regulatory requirement for the Main Board transfer; failure to complete could impact the Company’s growth plans and market perceptions.
• Moratorium: The 90-day restriction on further share issuance (with limited exceptions) may provide stability to the share supply in the short term.

Ongoing Disclosure

The Company will make periodic announcements on the use of proceeds, and provide breakdowns and status updates in its annual report. Material deviations from stated use will be separately disclosed.

A copy of the Placement Agreement is available for inspection at the Company’s registered office for three months from the date of announcement.

Cautionary Statement for Investors

The Proposed Placement is subject to the fulfilment of various conditions. Shareholders and potential investors are advised to exercise caution when trading in the shares and to consult their professional advisers if in doubt.

Disclaimer: This article is for informational purposes only and does not constitute an offer, solicitation, recommendation, or invitation to purchase or sell securities of MoneyMax Financial Services Ltd. The placement described herein is subject to regulatory and shareholder approvals and may not proceed if conditions are not met. The securities referenced have not been registered under the United States Securities Act and are not offered in the United States except as permitted by law. Investors should consult their financial advisers before making investment decisions.

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