General Announcement::Updates

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
04-May-2020 20:58:11
Status
New
Announcement Sub Title
Updates
Announcement Reference
SG200504OTHRKMHS
Submitted By (Co./ Ind. Name)
Vincent Chia
Designation
Non-Executive Chairman and Independent Director
Description (Please provide a detailed description of the event in the box below)
TRANSCORP HOLDINGS LIMITED
(Company Registration No.: 199502905Z)
(Incorporated in the Republic of Singapore)
(1) UPDATE ON LETTER OF INTENT & SHARE PLACEMENT TRANSACTION
(2) STATUS OF COMPLIANCE AND REGULATORY OBLIGATIONS
(3) UPDATE ON STATUS OF CONTINUING SPONSORSHIP
(1) UPDATE ON LETTER OF INTENT & SHARE PLACEMENT TRANSACTION
The Board of Directors of Transcorp Holdings Limited (the Company ) refers to the Company s announcement dated 28 January 2020 in relation to the Letter of Intent ( LOI ) with certain investors to raise funds for the Company s ongoing operations and business restricting plans.
Arising from the LOI, on 28 February 2020, the Company entered into separate new placement agreements (each a "Placement Agreement" and collectively, the Placement Agreements ) with four (4) individual investors (collectively the Placees and each a Placee ).
Pursuant to the Placement Agreements, the Placees have agreed to subscribe for, and the Company has agreed to allot and issue to the Placees, an aggregate of 110,000,000 new ordinary shares in the share capital of the Company (the "Placement Shares") at a price of S$0.0045 for each Placement Share (the "Placement"). This transaction will raise total placement proceeds of S$495,000 for the Company.
The draft announcement for the Placement was submitted for review and clearance by the Company s Continuing Sponsor. However, clearance was not given for the Placement announcement as the Company was informed despite an initial appeal that SGX RegCo is of the view that the Company s mandate for the issuance of shares was not applicable to this Placement as the mandate expired on 29 Feb 2020.
The Board of Directors reviewed this position and the majority of the Board is of the view that the provisions set out in: (a) the shareholder resolution at the Company s most recent AGM on 22 March 2019; and (b) Section 161(4) of the Companies Act; the Company can enter into Placement Agreements during the period that the authority given by the Share Issue Mandate is in force, that would require shares to be issued even after the expiration of a Share Issue Mandate.
The Company has already via the Company s Continuing Sponsor appealed to SGX RegCo to consider the Board s position and will continue to make further appeals to SGX RegCo on the basis that this Placement is critical to the Company s ability to operate as a going concern and turning around from the current situation. A positive outcome from the appeal to SGX RegCo will ensure a positive outcome for the Company s shareholders.
(2) STATUS OF COMPLIANCE AND REGULATORY OBLIGATIONS
The Board of Directors refers to the Company s announcement dated 27 February 2020 relating to its application for extension to announce full year results and to hold its AGM. SGX RegCo had previously rejected the Company s application for this extension.
The Company has since released the announcement for its full year unaudited financial results for the financial year ended 31 October 2019 ( FY19 ) on 4 May 2020. This late release of the full year unaudited financial results is in breach of Rule 705(1) of the Catalist Rulebook.
Statutory Audit & AGM
The statutory audit for the Company and its subsidiaries (the Group ) is still ongoing. Due to limited resources and the current lack of funding, the Board expects further delays to the completion of the audit and has made the necessary application for extension of time with ACRA for the filing of financial statements and to hold the AGM. Given the approved extension from ACRA on 27 February 2020 and the automatic extension for companies as announced by ACRA on 7 April 2020, the deadline for the Company to hold its AGM is now 28 June 2020 and the deadline to file its annual returns is 29 June 2020 The Company is also in discussions with existing shareholders to consider providing financial support to the Company to meet these obligations. This expected late filing of its financial statements and holding of its AGM is in breach of Rule 707(1) of the Catalist Rulebook.
Sustainability Report
Arising from same circumstances stated above, the Company was not able to meet the deadline to publish its Sustainability Report for FY19 which was due on 31 March 2020. The Company will endeavor to publish this report once the other pertinent statutory and regulatory obligations have been met. This expected late publishing of its Sustainability Report is in breach of Rule 711A of the Catalist Rulebook
(3) UPDATE ON STATUS OF CONTINUING SPONSORSHIP
The Board of Directors refers to the Company s announcement dated 18 March 2020 relating to the cessation of Continuing Sponsorship from Asian Corporate Advisors Pte Ltd which will take effect on 12 June 2020.
The Company has since received the terms and conditions from an appropriate firm that is qualified to be appointed as the incoming Continuing Sponsor, and the Company is working on meeting the terms and conditions to effect the appointment. Due to the Company s limited resources during this period, the appointment of the new Continuing Sponsor is not certain. Further disclosures will be made in due course to keep shareholders apprised on this development.
Other than the above, there are no further updates to other matters that have been disclosed by the Company on SGXnet Shareholders will be kept informed should there be material developments.
TRADING CAUTION
Shareholders are advised to exercise caution in transacting their shares in the Company. The Company will make the necessary announcement as and when there are further developments. Shareholders should consult their stockbrokers, bank managers, solicitors, or other professional advisors if they have any doubt about the actions that they should take.
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 this announcement inter-alia the letter of intent, the Placement Agreement, statutory audit and AGM for FY2019, sustainability report and change of sponsor, 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 Chairman and Independent Director
4 May 2020
This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor ( 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