Golden Energy signs placement agreement

By Romel S. Gurky

SGX-listed Golden Energy and Resources Limited (GEAR) said that it has entered into a placement agreement dated November 28, 2016 with RHB Securities Singapore Pte. Ltd (placement agent).

GEAR said in a statement on Tuesday that pursuant to the placement agreement, the company has agreed to allot and issue up to 181,000,000 new shares at an issue price of S$0.67 per placement shareand the placement agent has agreed to use commercially reasonable efforts to place the shares to subscribers at the placement price, subject to the terms and conditions of the placement agreement.

The proposed placement will not be underwritten by the placement agent, the statement said.

The placement price represents a discount of approximately 9.68 percent over the volume weighted average price of S$0.7418 for each share based on the trades done on the Mainboard of the SGX-ST for the full market day on April 22, 2015 (being the last market day prior to the suspension of the shares on April 23, 2015).

Pursuant to the placement agreement, in consideration for the placement agent procuring subscribers for the placement shares, the company said it shall pay the placement agent, subject to mutual agreement between the company and the placement agent, a placement commission of between 1.5 percent to 1.7 percent of the total proceeds raised from the proposed placement. No part of the placement commission will be shared with or payable to any placee.

GEAR said the proposed placement will be undertaken in accordance with Sections 274 and 275 of the Securities and Futures Act, Chapter 289 of Singapore (SFA) and by way of a placement outside Singapore to institutional and other investors. As such, no prospectus or offer information statement will be lodged with the Monetary Authority of Singapore in connection with the proposed placement.

GEAR also said it intends to allot and issue new shares to Deloitte & Touche Financial Advisory Services Pte Ltd in full satisfaction of the professional fees owing to Deloitte in the amount of S$1,326,800 by way of a private placement of 1,980,298 shares (Deloitte shares) at an issue price of S$0.67 per share (placement to Deloitte).

The company said it will issue the placement shares and the Deloitte shares pursuant to the general mandate approved by shareholders by way of an ordinary resolution at the annual general meeting of the company held on April 29, 2016.

The general mandate authorizes the directors of the company to, inter alia, issue shares at any time and upon such terms and conditions and for such purposes and to such persons as the directors may in their absolute discretion deem fit, provided that, among other things, the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the company does not exceed 20 percent of the total number of issued shares (excluding treasury shares) of the company at the time the ordinary resolution was passed to approve the general mandate, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities; (b) new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of the resolution approving the general mandate; and (c) any subsequent bonus issue, consolidation or subdivision of shares.

Editing by Reiner Simanjuntak