Beverly Wilshire Ltd. Announces Private Placement to Raise S\$125,000 through Share Subscription

Key Highlights

• Private Placement of 12.14 Million New Shares: Beverly Wilshire Ltd. will issue 12,135,921 new ordinary shares at S\$0.0103 per share to two private investors, raising gross proceeds of S\$125,000.
• Significant Discount to Market Price: The issue price represents a 9.65% discount to the volume weighted average price (VWAP) of S\$0.0114 for trades done on 9 January 2026.
• Strengthening of Financial Position: The funds will be used primarily to bolster working capital and support future growth and expansion of the Group’s medical aesthetics and healthcare business.
• No Change in Control: The subscription will not result in a change in the controlling interest of the Company.
• Share Issue Mandate Utilisation: Shares are being issued under the general mandate approved at the 2025 AGM, and the new issue is within the approved limits.
• Full Transparency and Oversight: The transaction is not underwritten, there are no introducer fees or commissions, and all regulatory and due diligence requirements are being met.

Details of the Subscription

Beverly Wilshire Ltd. has entered into two subscription agreements dated 9 January 2026 with private investors Lim Sin Khong and Struys Leslie Oswin. Together, they will subscribe for a total of 12,135,921 new ordinary shares at S\$0.0103 per share. This private placement will raise S\$125,000 in gross proceeds for the Company, with no introducer or placement agent involved.

The shares will be allotted and issued under the general share issue mandate granted by shareholders at the AGM on 29 April 2025. The transaction falls under the private placement exemption of Section 272B of the Securities and Futures Act, so no prospectus will be issued.

Subscriber Details and Shareholding Impact

After completion, both investors will collectively hold approximately 1.82% of the enlarged share capital on a fully diluted basis. Importantly, this does not result in a change of control for the Company.

Financial Effects of the Subscription

• Net Tangible Assets (NTA) per Share:
  • Before Subscription: (S\$0.442) per share
  • After Subscription: (S\$0.427) per share
• Loss Per Share (LPS):
  • Before Subscription: S\$0.434 per share
  • After Subscription: S\$0.429 per share
• The subscription will have a marginally positive impact on the NTA per share and LPS, primarily due to the small size of the placement relative to the Company’s existing capital base and loss position.

Use of Proceeds

Until fully utilised, proceeds may be deposited in financial institutions or temporarily used for working capital. The Company will provide regular updates on how the funds are used, with specific breakdowns in annual reports and announcements.

Conditions and Approvals

• Completion is conditional on the share issue mandate being valid and sufficient, in-principle approval from SGX-ST for listing the new shares, and satisfactory completion of KYC and due diligence checks.
• If conditions are not met within five months (or as mutually agreed), the agreements terminate automatically, with no recourse for damages or costs except for antecedent breaches.
• The Company will apply for listing and quotation of new shares on Catalist and announce once approval is received.

Directors’ Confirmation and Interests

• The Directors confirm that the Group will have adequate working capital for its current requirements, even without the subscription proceeds.
• The new funds will further strengthen the Group’s financial position and capital base.
• No Director or substantial shareholder has any direct or indirect interest in the subscription, other than their shareholdings and/or directorships.
• Subscribers are not under the control or influence of any Company Director or substantial shareholder.

Potential Price Sensitive Information for Shareholders

• This private placement and capital raise, albeit small in size, could be viewed positively as it strengthens the Company’s balance sheet and working capital position, enabling further growth and operational stability.
• However, the dilutive impact is minimal (only 1.05% of existing share capital), and the discount to market price is less than 10%, likely limiting any negative price reaction.
• Shareholders should note that the proceeds are primarily for working capital, not for large-scale expansion or transformative acquisitions at this time.

Risk Factors and Caution

• There is no certainty or assurance that the proposed allotment and issuance will be completed or that no changes will be made to the terms.
• Shareholders and investors are advised to exercise caution in trading their shares and to consult professional advisers if in doubt.

Inspection of Documents

Copies of the subscription agreements are available for inspection at the Company’s registered office for three months from the announcement date.

Conclusion

The private placement by Beverly Wilshire Ltd. is a small but positive step to enhance its financial flexibility and support ongoing business needs. While unlikely to cause significant share price volatility due to its limited scale and lack of change in control, it demonstrates management’s commitment to prudent financial management and operational resilience.

Disclaimer: This article is prepared for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult their professional advisers before making any investment decisions.

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