ANWELL TECHNOLOGIES LIMITED
(Company Registration No. 200308707W)
(Incorporated in the Republic of Singapore)
PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 62,329,450 NEW ORDINARY SHARES (“RIGHTS SHARES”), AT AN ISSUE PRICE OF S$0.26 FOR EACH RIGHTS SHARE, ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY FIVE (5) EXISTING ORDINARY SHARES IN THE CAPITAL OF THE COMPANY HELD AS AT THE BOOKS CLOSURE DATE, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED
1. INTRODUCTION
The Board of Directors (“Directors”) of Anwell Technologies Limited (the “Company”) wishes to announce that the Company is proposing a renounceable non-underwritten rights issue (the “Rights Issue”) of up to 62,329,450 new ordinary shares in the capital of the Company (the “Rights Shares”) at an issue price of S$0.26 for each Rights Share (“Issue Price”), on the basis of one (1) Rights Share for every five (5) existing ordinary shares in the capital of the Company (“Shares”) held by the Entitled Shareholders (as defined below) as at
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a time and date to be determined by the Directors for the purpo of determining the小语种大学
entitlements of shareholders of the Company (“Shareholders”) under the Rights Issue (the “Books Closure Date”), fractional entitlements to be disregarded.
The issue of the Rights Shares is subject to Shareholders’ approval for the general mandate to be obtained at the annual general meeting (“AGM”) of the Company scheduled in April 2011. The Company will be making a parate announcement for the notice of AGM. The general mandate, if obtained, will authori the Directors, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, to allot and issue new shares not exceeding 50% of the Company’s issued share capital in the ca where new shares are issued on a pro-rata basis to existing shareholders (the “Share Issue Mandate”).
The Issue Price of S$0.26 reprents a discount of approximately 30.67% to the closing price of S$0.375 per Share on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) on 14 March 2011, being the last market day on which the Shares were traded on the SGX-ST immediately preceding the date of this announcement.
The Company has appointed Asiasons WFG Capital Pte. Ltd. as the manager (the “Manager”) of the
Rights Issue.
2. PROPOSED PRINCIPAL TERMS OF THE RIGHTS ISSUE
全国研究生网上报名>wjzThe Rights Issue is propod to be offered on a renounceable non-underwritten basis to Shareholders who registered address with the Company or The Central Depository (Pte) Limited (“CDP”), as the ca may be, are in Singapore as at the Books Closure Date, or who have, at least three (3) market days prior to the Books Closure Date, provided to the Company or CDP, as the ca may be, address in Singapore for the rvice of notices and documents (the “Entitled Shareholders”), on the basis of one (1) Rights Share for every five
(5) Shares held as at the Books Closure Date, fractional entitlements to be disregarded.
Fractional entitlements of the Rights Shares will be disregarded in arriving at the Entitled Shareholders' entitlements and will, together with the provisional allotments of Rights Shares which are not taken up for any reason, be aggregated and ud to satisfy applications for excess Rights Shares (if any) or dispod of or otherwi dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. In the
allotment of excess Rights Shares, preference will be given to the Shareholders for the rounding of odd lots and the Directors and substantial Shareholders will rank last in priority.
Entitled Shareholders are at liberty to accept or decline or otherwi renounce or trade their provisional allotments of Rights Shares and will be eligible to apply for excess Rights Shares in excess of their provisional allotments under the Rights Issue.
女孩你该知道的事The Issue Price for the Rights Shares will be payable in full upon acceptance and/or application. The Rights Shares, when allotted and issued, will rank pari passu in all respects with the then existing Shares for any dividends, rights, allotments or other distributions that may be declared or paid, the Record Date for which falls on or after the date of issue of the Rights Shares. For this purpo, “Record Date” means, in relation to any dividends, rights, allotments or other distributions, the date as at the clo of the business (or such other time as may have been notified by the Company) on which Shareholders must be registered with the Company or the curities accounts of Shareholders must be credited with Shares in order to participate in such dividends, rights, allotments or distributions.
The terms and conditions of the Rights Issue are subject to such changes as the Directors may dee
m fit. The final terms and conditions of the Rights Issue will be contained in the Offer Information Statement (“OIS”) to be lodged with the Monetary Authority of Singapore in connection with the Rights Issue and will be despatched to Entitled Shareholders in due cour.
3. PURPOSE OF THE RIGHTS ISSUE AND USE OF PROCEEDS
The Rights Issue is a strategic initiative to strengthen the Group’s financial position. The Company intends to utili the net proceeds for general working capital of the Group.
Assuming that the Rights Issue is fully subscribed, the estimated net proceeds of the Rights Issue, after deducting estimated expens of approximately S$0.2 million, is expected to be approximately S$16.0 million.
Pending the deployment of the net proceeds for the purpos mentioned above, the net proceeds may be deposited with banks and/or financial institutions, invested in short-term money markets and/or marketable curities, or ud for any other purpo on a short-term basis, as the Directors may, in their absolute discretion, deem fit in the interests of the Company.
The Company will make periodic announcements on the u of proceeds as and when the funds fro
m the Rights Issue are materially disburd and provide a status report on the u of the Rights Issue proceeds in the annual report(s) of the Company, until such time the proceeds from the Rights Issue have been fully utilid.peaceful
The Rights Issue is not underwritten. The Directors are of the reasonable opinion that, barring any unforeen circumstances, there is no minimum amount which must be raid from the Rights Issue as the Group has sufficient internal resources, operating cash flows and banking facilities for its working capital purpos.
4. ELIGIBILITY TO PARTICIPATE IN THE RIGHTS ISSUE
Entitled Depositors. Shareholders who curities accounts with CDP are credited with Shares as at 5. (Singapore time) on the Books Closure Date (“Depositors”) will be provisionally allotted Rights Shares entitlements on the basis of the number of Shares standing to the credit of their curities accounts with CDP as at 5. (Singapore time) on the Books Closure Date.
To be “Entitled Depositors”, Depositors must have registered address in Singapore with CDP as at the Books Closure Date or if they have registered address outside Singapore must provide CDP, at 4 Shenton Way, #02-01 SGX Centre 2, Singapore 068807, with address in Singapore no later t
han 5. (Singapore time) on the date being three (3) market days prior to the Books Closure Date, in order to receive their provisional allotments of Rights Shares entitlements.
Entitled Scripholders. Shareholders who share certificates are not deposited with CDP and who Shares are not registered in the name of CDP (“Scripholders”) will have to submit duly completed and stamped transfers (in respect of Shares not registered in the name of CDP), together with all relevant documents of title, so as to be received up to 5. (Singapore time) on the Books Closure Date by the Company’s share registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) (“Share Registrar”), in order to be registered to determine the transferee’s provisional allotments of Rights Shares entitlements under the Rights Issue.
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To be “Entitled Scripholders”, Scripholders must have registered address in Singapore with the Company as at the Books Closure Date or if they have registered address outside Singapore must provide the Share Registrar at 8 Cross Street, #11-00 PWC Building, Singapore 048424 with address in Singapore no later than 5. (Singapore time) on the date being three (3) market days prior to the Books Closure Date, in order to receive their provisional allotments of Rights Shares entitlements.
Entitled Depositors and Entitled Scripholders shall be collectively referred to as “Entitled Shareholders” in this announcement.
Persons who bought their Shares previously using CPF Funds (as defined below) should u their CPF account savings (“CPF Funds”) for the payment of the Issue Price to accept their provisional allotments of Rights Shares and (if applicable) apply for excess Rights Shares, subject to the applicable CPF rules and regulations. Such persons who wish to accept their provisional allotments of Rights Shares using CPF Funds will need to instruct their respective approved banks, where they hold their CPF Investment Accounts, to accept the Rights Shares and (if applicable) apply for the excess Rights Shares on their behalf in accordance with the OIS. CPF Funds may not, however, be ud for the purcha of the provisional allotments of the Rights Shares directly from the market.
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Notwithstanding the foregoing, Shareholders should note that the offer and sale of, or exerci or acceptance of, or subscription for, provisional allotments of the Rights Shares and Rights Shares to or by persons located or resident in jurisdictions other than Singapore may be restricted or prohibited by the laws of the relevant jurisdiction. Crediting of provisional allotments of the Rights Shares to any curities account with CDP, the receipt of any provisional allotments of the Rights Shares, or receipt of the OIS and/or any of its accompanying documents, will not constitute an offer or sale in tho juri
sdictions in which it will be illegal to make such offer or sale, or where such offer or sale will otherwi violate the curities laws of such jurisdictions or be prohibited. The Company rerves absolute discretion in determining whether any Shareholder located or resident outside Singapore may participate in the Rights Issue.
Foreign Shareholders. For practical reasons and in order to avoid any violation of the curities legislation applicable in countries other than Singapore, the Rights Shares will not be offered to Shareholders with registered address outside Singapore as at the Books Closure Date and who have not, at least three (3) market days prior to the Books Closure Date, provided to the Share Registrar or CDP, as the ca may be, address in Singapore for the rvice of notices and documents (“Foreign Shareholders”). The OIS to be issued in relation to and for the purpos of the Rights Issue and the accompanying documents will not be mailed outside Singapore.
If it is practicable to do so, arrangements may, at the discretion of the Company, be made for the provisional allotments of Rights Shares which would otherwi have been provisionally allotted to Foreign Shareholders, to be sold “nil-paid” on the SGX-ST as soon as practicable after dealings in the provisional allotments of Rights Shares commence. The net proceeds arising from such sales after deducting all expens will be pooled and thereafter distributed to Foreign Shareholders in prop
ortion to their respective shareholdings as at the Books Closure Date, save that no payment will be made of amounts of less than S$10 to a single Foreign Shareholder, and such amount shall be retained for the sole benefit of the Company or otherwi dealt with as the Directors in their absolute discretion deem fit in the interests of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP in connection therewith.
If such provisional allotments of Rights Shares cannot be or are not sold on the SGX-ST as aforesaid for any reason by such time as the SGX-ST shall have declared to be the last day for trading in the provisional allotments of Rights Shares, the Rights Shares reprented by such provisional allotments will be dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP in connection therewith.
5. APPROVALS
The Rights Issue is subject to, inter alia, the following:-
(a) the Share Issue Mandate being approved by the Shareholders in the annual general将来进行时
泰戈尔meeting to be held in April 2011;
(b) the receipt of the approval in-principle of the SGX-ST for the dealing in, and listing
and quotation of the Rights Shares on the SGX-ST; and
(c) the lodgement by the Company of the OIS with the Monetary Authority of Singapore.
An application will be made to the SGX-ST for permission to deal in, and for the listing and quotation of the Rights Shares on the Official List of the SGX-ST. An announcement on the outcome of the application will be made in due cour.
6. INDICATIVE TIMETABLE OF THE RIGHTS ISSUE
An indicative timetable for the Rights Issue will be t out in a further announcement upon the determination of the Books Closure Date.
7. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors and substantial Shareholders has any interest, direct or indirect, in the Rights Issue (other than through their respective shareholdings in the Company).
8. RESPONSIBILITY STATEMENT
The Directors (including any Director who may have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and verally accept responsibility accordingly.
By Order of the Board
Fan Kai Leung
Executive Chairman and CEO 15 March 2011
