General Announcement::NOTICE OF BOOKS CLOSURE DATES FOR PROPOSED SELECTIVE CAPITAL REDUCTION AND SHARE CONSOLIDATION

Issuer & Securities

Issuer/ Manager
NH CERAMICS LTD
Securities
NH CERAMICS LTD - SG1I61883027 - 5AC
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
27-Feb-2015 23:51:07
Status
New
Announcement Sub Title
NOTICE OF BOOKS CLOSURE DATES FOR PROPOSED SELECTIVE CAPITAL REDUCTION AND SHARE CONSOLIDATION
Announcement Reference
SG150227OTHRB2C6
Submitted By (Co./ Ind. Name)
VON LEE YONG MIANG
Designation
EXECUTIVE CHAIRMAN
Description (Please provide a detailed description of the event in the box below)
Capitalised terms used, unless otherwise defined herein or in the Announcements, shall have the same meanings as ascribed to them in the circular to shareholders of the Company (the "Shareholders") dated 30 December 2014 ("the Circular").

At the extraordinary general meeting on 28 January 2015 ("the EGM"), approval of the Shareholders was obtained for inter alia, the Proposed Acquisition, and the Proposed Selective Capital Reduction Exercise.

As part of the Proposed Acquisition, the Company will be undertaking certain corporate exercises as set out in the Circular, including (a) the Proposed Share Consolidation; (b) the allotment and issue of the Consideration Shares to the Vendors; and (c) the Proposed Share Placement, all of are intended to complete before the Proposed Selective Capital Reduction Exercise.

In relation to the Proposed Share Placement, the Company proposes to issue up to 212,500,000 new shares (the "Maximum Dilution Scenario"), or a minimum of 84,800,000 new shares (the "Minimum Dilution Scenario"). Taking into account the allotment and issue of the Consideration Shares to the Vendors, the Company's issued and paid-up share capital will be increased to S$257,205,000 (in event of the Maximum Dilution Scenario), or S$232,950,000 (in the event of the Minimum Dilution Scenario).

Thereafter, the Proposed Selective Capital Reduction Exercise will be carried out by reducing the issued and paid-up share capital of the Company as follows:

(i) in the event of the Maximum Dilution Scenario, by an amount of approximately S$10,204,000 from S$257,205,000 divided into 915,208,785 ordinary shares to approximately S$247,001,000 divided into 915,208,785 ordinary shares; or

(ii) in the event of the Minimum Dilution Scenario, by an amount of approximately S$10,204,000 from S$232,950,000 divided into 787,508,785 ordinary shares to approximately S$222,746,000 divided into 787,508,785 ordinary shares.

Accordingly, the new share capital will be S$222,746,000 (as compared to the current share capital of S$21,310,349) having taken into account (a) the allotment and issue of the Consideration Shares to the Vendors; (b) the Proposed Share Placement under the Minimum Dilution Scenario; and (c) the Proposed Selective Capital Reduction Exercise.

Attachments

Notice_of_Books_Closure_Dates_27.2.15.pdf
Total size =50K