Wilton signs placement agreement
Monday, November 14 2016 - 03:02 AM WIB
SGX-listed Wilton Resources Corporation Limited announced Monday that it had on November 11 entered into a placement agreement with Seah Cheong Leng and Ng Suk Sian, whereby the placees have agreed to jointly subscribe for an aggregate of 50,000,000 new ordinary shares in the capital of the company at an issue price of S$0.06 per placement share, subject to and upon the terms and conditions of the placement agreement.
The company said in a statement that the placement is non-underwritten and there is no placement agent appointed for the purpose of this placement.
The placement will be undertaken by way of a private placement in accordance with Section 272B of the Securities and Futures Act (Chapter 289 of Singapore). As such, no prospectus or offer information statement in connection with the placement will be issued by the company and lodged with the Singapore Exchange Securities Trading Limited (SGX-ST) acting as agent on behalf of the Monetary Authority of Singapore.
The company confirms that the placement would not result in any transfer of controlling interest in the company.
The issue price of S$0.06 per placement share represents a discount of approximately 9.8 percent to the volume weighted average price (VWAP) of S$0.0665 per ordinary share in the capital of the company for trades done on the Catalist of the SGX-ST on November 11, 2016, being the full market day on which the placement agreement was signed.
The issue price was commercially agreed between the company and the placees after arm?s length negotiations with reference to the historical 6 months VWAP per share.
The placement shares will be allotted and issued pursuant to the authority granted by shareholders of the company by way of an ordinary resolution (general mandate) at the annual general meeting of the company held on October 27, 2016 (2016 AGM). As at the date of the 2016 AGM, the company has 2,236,700,286 shares and does not have any treasury shares.
As at the date of this announcement, the company said it has not issued any new shares under the general mandate, and no event has occurred which would result in any adjustment in the number of shares on which the general mandate is based. Therefore, the maximum number of new shares which may be issued other than on a pro-rata basis to existing shareholders pursuant to the general mandate 1,118,350,143 new shares. Accordingly, the proposed allotment and issue of the placement shares will fall within the limit of the general mandate.
The placement shares represent approximately 2.24 percent of the existing issued and paid-up share capital (excluding treasury shares) of the company as at the date of this announcement.
Assuming the successful allotment and issue of the placement shares, the placement shares will represent approximately 2.19 percentof the enlarged issued and paid-up share capital (excluding treasury shares) of the company following the completion of the placement.
Immediately upon completion of the placement, the company?s issued and paid-up share capital will increase from 2,236,700,286 Shares to 2,286,700,286 shares.
The placement shares, when issued and fully paid, shall be free from all claims, charges, liens and other encumbrances whatsoever and shall rank pari passu in all respects with and carry all rights similar to the Shares existing as at the date of issue of the placement shares save that they will not rank for any dividend, rights, allotments or other distributions, the record date of which falls on or before the date of completion of the allotment and issue of the placement shares.
The placement will raise gross proceeds of S$3.0 million and net proceeds of approximately S$2.95 million (the net proceeds) (after deducting estimated expenses of approximately S$0.05 million in connection with the placement).
The company said it intends to utilise the entire net proceeds to fund the ongoing development of the Group?s Ciemas Gold Project, West Java.
Editing by Reiner Simanjuntak