Proposed Placement of up to 69.45 million New Ordinary Shares of $0.01 each
30 May, 2003
The Board of Directors of Inno-Pacific Holdings Ltd (the "Company") is pleased to announce that the Company has today entered into a Conditional Placement Agreement (the "Agreement") with Kim Eng Ong Asia Securities Pte Ltd (the "Placement Agent"), after close of trading, pursuant to which the Placement Agent has agreed to procure subscriptions on a best endeavour basis for up to 69,450,000 new ordinary shares of $0.01 each in the capital of the Company (the "Placement Shares") at $0.033 per Placement Share (the "Placement Price"). The Placement is conditional upon receipt of in-principle approval from the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the Placement Shares on the SGX-ST. The Placement Price represents a discount of about 7.56% to the weighted average price of $0.0357 for trades done for the ordinary shares of the Company from 9 a.m. to 5 p.m. on 30 May 2003. The Placement Shares represent 19.99% of the existing issued and paid-up share capital of the Company and approximately 16.66% of the enlarged issued and paid-up share capital of the Company. Under the Agreement, the Placement Agent will be entitled to a placement commission of 0.5% of the Placement Price. The Placement Shares will be allotted and issued pursuant to the general mandate to issue shares passed by way of an ordinary resolution by the shareholders of the Company at its annual general meeting held on 14 June 2002. When issued, the Placement Shares will be credited as fully paid-up and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company, except that the Placement Shares will not rank for any dividends, rights, allotments or other distributions, the record date of which falls on or before the date of the allotment of the Placement Shares. Assuming that the 69,450,000 Placement Shares are fully subscribed, the net proceeds from the Placement, after deducting expenses related to the Placement, is estimated to be approximately $2,261,850 and will be utilised for working capital of the Company and business development. As at the date of this announcement, the issued and paid-up share capital of the Company is $3,474,507.69 comprising 347,450,769 ordinary shares of $0.01 each. When completed, and assuming that the 69,450,000 Placement Shares are fully subscribed, the Placement will increase the existing issued and paid-up share capital of the Company to 416,900,769 ordinary shares. Based on the audited financial statements of the Group as at 31 December 2002, the net tangible asset per share of the Group, after adjusting for the issue of the Placement Shares and on the basis that the 69,450,000 Placement Shares are fully subscribed, will increase from 2.5 cents to 2.6 cents. A Statement of Material Facts, in compliance with the Twelfth Schedule of the Securities And Futures (Offers Of Investments) (Shares And Debentures) Regulations 2002, has today been lodged with the Monetary Authority of Singapore. None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Placement.