General Announcement::Application for extension to announce full year results and to hold the AGM

Issuer & Securities

Issuer/ Manager
TRANSCORP HOLDINGS LIMITED
Securities
TRANSCORP HOLDINGS LIMITED - SG1J09885596 - T19
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
27-Feb-2020 18:40:45
Status
New
Announcement Sub Title
Application for extension to announce full year results and to hold the AGM
Announcement Reference
SG200227OTHRE1OE
Submitted By (Co./ Ind. Name)
Vincent Chia
Designation
Non-Executive Chairman and Independent Director
Effective Date and Time of the event
27/02/2020 17:00:00
Description (Please provide a detailed description of the event in the box below)
APPLICATION FOR :
(I) A 3-MONTHS EXTENSION FROM 30 DECEMBER 2019 TO 29 MARCH 2020 TO ANNOUNCE ITS UNAUDITED FULL YEAR RESULTS FOR THE FINANCIAL YEAR ENDED 31 OCTOBER 2019 ( FY2019 ) UNDER CATALIST RULE 705(1); AND
(II) A 3-MONTHS EXTENSION FROM 29 FEBRUARY 2020 TO 28 MAY 2020 TO HOLD ITS FY2019 ANNUAL GENERAL MEETING ( FY 2019 AGM ) UNDER CATALIST RULE 707(1)

The Board of Directors (the Board ) of Transcorp Holdings Limited (the Company ) wishes to inform that the Company had submitted its application in a letter on 2 January 2020 the Singapore Exchange Securities Trading Limited ( SGX-ST ) to seek an extension of time to announce its FY2019 Financial Results and to hold its FY2019 AGM (collectively, the Extension ). The Company has received a letter on 24 February 2020 from that SGX-ST stating that it has rejected its application. The SGX-ST has also informed the Company to announce its audited FY2019 financial results and hold its FY2019 AGM as soon as possible.

Based on the Company s representations and submissions, SGX-ST advises that they are unable to grant the Company the Extension. SGX-ST is also of the view that there are no extenuating reasons to grant the Extension. SGX-ST expects the company to have in place adequate resources to comply with the Catalist Rules. Without SGX granting of the Extension, the Company will be in breach of Catalist rule requirements to under inter-alia rule 705(1) and 707(1). The Company will make such further announcements on whether the Company will be in breach of any laws and regulations.

SGX-ST reserves the right to take any action for breaches of Catalist Rules. SGX-ST urge the Board to take immediate action to expedite the announcement of its unaudited FY2019 financial statements, completion of the FY2019 audit and holding of its FY2019 AGM as soon as possible.

The Company had also applied on 13 February 2020 to the Accounting and Corporate Regulatory Authority for the extension of time to hold its FY2019 AGM. The outcome of the application is still pending.

The Company applied for the extension of time because it did not have the financial resources to complete the preparation of its FY2019 Financial Results as well as to hold its AGM. The extension was to enable the Company to raise funds from new investors to enable it to meet its financial reporting, regulatory and compliance obligations. As a result of the rejection of this Extension, the Company acknowledges that it is late in reporting its FY2019 results.

The Company had previously announced on 24 September 2019 a proposed placement exercise. The Company subsequently announced on 27 November 2019 that it had received the Listing and Quotation Notice from SGX-ST for the placement shares subject to approval by shareholders at an EGM. This is despite the fact that the Company had a share issuance mandate approved at its FY2018 AGM. The Company did not have the financial resources to organize the EGM to approve the placement exercise and hence it had to let the placement lapse. Also even if the Placement is successfully approved at an EGM, the Company would still not be able to resolve its working capital sufficiency issue base on the factors disclosed in its 24 December 2019 announcement.

The Board in consideration of the fiduciary duties of individual directors, are of the view that the best course of action which is in the best interest of the Company is to raise funds to maintain the Company as a solvent entity. Currently, the directors are either Independent Directors or Non-executive in nature and have not been paid directors fees which are long due. The Company has no resources at this point other than the effort of the Directors.

The Board is aware of the statutory and regulatory obligations that need to be met. But the Company does not have the resources at this point in time to fulfil these obligations. Hence, the Directors are putting every effort into seeking new investment from potential investors, and for the injection of new funds to be executed in a manner that would be approved from a regulatory standpoint. The Company is still in the process of discussing plans with potential investors, as per its announcement on 28 January 2020, to obtain funds for the purpose of reviving the Company s operations and business.


DIRECTORS RESPONSIBILITY STATEMENTS

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Extension, the Company and its subsidiaries and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.



BY ORDER OF THE BOARD



Chia Siak Yan Vincent
Non-Executive Acting Chairman and Independent Director

27 February 2020

This announcement has been prepared by the Company and its contents have been reviewed by the Company's ( Sponsor ), Asian Corporate Advisors Pte. Ltd., in accordance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited ( Exchange ) Listing Manual Section B: Rules of Catalist for compliance with the relevant rules of the Exchange The Company s Sponsor has not independently verified the contents of this announcement including the correctness of any of the figures used, statements or opinions made.

This announcement has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this announcement including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr. Liau H. K.
Telephone number: 6221 0271