BEVERLY JCG LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No. 200505118M)

(the "Company")

SUBSCRIPTION OF 105,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.001 PER SHARE, TOGETHER WITH 35,000,000 NEW WARRANTS EXERCISABLE INTO 35,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT AN EXERCISE PRICE OF S$0.001 PER NEW WARRANT

1. BACKGROUND

  1. The Board of Directors (the "Board" or the "Directors") of Beverly JCG Ltd. (the "Company" and together with its subsidiaries, the "Group") wishes to announce that it has entered into a subscription agreement dated 21 July 2021 (the "Subscription Agreement") with Yeoh Soo Ann (the "Subscriber") for the issue and allotment by the Company to the Subscriber of an aggregate number of 105,000,000 new ordinary shares ("Shares") in the capital of the
    Company (the "Subscription Shares"), together with 35,000,000 new warrants (the "Investment Warrants"), on the terms and subject to the conditions of the Subscription
    Agreement (the "Subscription").
  2. Pursuant to the terms of the Subscription Agreement, the Company proposes to raise capital by issuing the Subscription Shares to the Subscriber at an issue price of S$0.001 per
    Subscription Share (the "Issue Price"), to raise gross proceeds of S$105,000.
  3. Each Investment Warrant is convertible into, and shall carry the right to subscribe for, one (1) Warrant Share (as defined in paragraph 3.3 of this announcement) at an exercise price of S$0.001 per Investment Warrant, to raise additional gross proceeds of up to S$35,000. Please refer to paragraph 3.3 of this announcement for further details on the Investment Warrants and the Warrant Shares.
  4. The Subscription Shares and the Investment Warrants shall be allotted and issued pursuant to the general share issue mandate granted by the Company's shareholders at the Company's annual general meeting held on 29 June 2021 (the "Share Issue Mandate").
  5. The Subscription is not underwritten and no placement agent will be appointed for the Subscription. The Subscription will be undertaken pursuant to a private placement exemption under Section 272B of the Securities and Futures Act (Chapter 289) of Singapore. As such, no prospectus or offer information statement will be issued by the Company in connection with the Subscription.

2. INFORMATION ON THE SUBSCRIBER

2.1. Details of the shareholding of the Subscriber on completion of the Subscription (and assuming that the Investment Warrants are exercised in full, such number of Warrant Shares (the "Maximum Warrant Shares")), as well as the aggregate consideration to be paid by the Subscriber pursuant to the Subscription and exercise of all the Investment Warrants, are set out below:

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Number of

Number of

Aggregate

Subscription

Subscription

Subscription

Maximum

Consideration

Shares and

Shares and

Shares

Warrant Shares

(S$)

Maximum

Maximum

Warrant Shares

Warrant Shares

as a

as a

% of the

% of the

Existing

Enlarged

Issued Share

Issued Share

Capital on a

Capital on a

fully diluted

fully diluted

basis(1)

basis(2)

105,000,000

35,000,000

140,000

0.78

0.77

Notes:

    1. Number of Subscription Shares and Maximum Warrant Shares divided by 17,927,715,589 Shares, being the number of issued shares in the capital of the Company as at the date hereof (the "Existing Issued Share Capital").
    2. Number of Subscription Shares and Maximum Warrant Shares divided by 18,067,715,589 Shares, being the aggregate of the number of Subscription Shares, the Maximum Warrant Shares and the Existing Issued Share Capital.
  1. The issuance and allotment of the Subscription Shares and the Maximum Warrant Shares, whether in isolation or in aggregate, will not result in a transfer of controlling interest of the Company.
  2. The Subscriber is a private investor who has expressed his interest in taking up new shares in the Company for investment purposes. He is a member of the Malaysian Institute of Certified Public Accountants and currently serves as a director and shareholder of a few privately-owned companies, dealing with technology, real estate, and investment in the financial market. As at the date of this announcement, the Subscriber does not hold any securities in the capital of the Company. The Subscriber is an individual investor and has represented to the Company that he is subscribing for the Subscription Shares and the Investment Warrants for his own account for investment. The Subscriber is not a person whom the Company is prohibited from issuing securities to, as provided for by Rule 812 of the Singapore Exchange Securities Trading Limited
    ("SGX-ST") Listing Manual Section B: Rules of Catalist. To the best of the Company's knowledge, save as disclosed above and in relation to the Subscription, the Subscriber does not have any connection (including business relationship) with the Company, its Directors and substantial shareholders.
  3. The Company has decided to place the Subscription Shares to the Subscriber so as to strengthen the financial position and capital base of the Group. The Board is cautiously confident that the additional working capital together with an effective strategic plan and a strong management team to execute the plans of the Company will allow the Group to grow successfully and steadily even during and after this COVID-19 pandemic. As the pandemic situation has persisted and continues to affect our business and cash position, the Company requires additional cash for working capital for the Group. As such, the net proceeds will be used for the future expansion of the Group as well as for the working capital needs of the Group.

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3. THE SUBSCRIPTION

  1. The Issue Price and Consideration
    The Subscriber proposes to subscribe for an aggregate of 105,000,000 Subscription Shares with 35,000,000 Investment Warrants for an aggregate consideration of S$105,000 (the "Consideration") at an Issue Price of S$0.001 per Subscription Share. The Issue Price represents the volume weighted average price of S$0.001 for trades done on the SGX-ST on 19 July 2021 (being the last full market day on which trades were done immediately preceding the date of the Subscription Agreement) (the "VWAP"). The VWAP is S$0.001.
  2. The Subscription Shares
    There is no moratorium imposed on the Subscription Shares.
    The Subscription Shares, when issued and delivered, shall be free from all claims, charges, liens and other encumbrances whatsoever and shall rank pari passu in all respects with and shall carry all rights similar to the existing Shares except that they will not rank for any dividend, right, allotment or other distributions, the record date for which falls on or before the completion of the Subscription.
  3. The Investment Warrants and Warrant Shares
    There is no moratorium imposed on the Investment Warrants or the Warrant Shares.
    In addition to the Subscription Shares, the Subscriber is entitled to one (1) Investment Warrant convertible into one (1) Warrant Share at an exercise price of S$0.001 for every three (3) Subscription Shares subscribed for by the Subscriber under the Subscription Agreement.
    The Investment Warrants will be freely and immediately detachable upon issue, will be issued in registered form and will not be listed and traded separately (whether on the Catalist Board of the SGX-ST (the "Catalist") or elsewhere). There is no additional consideration paid for the entitlement to the Investment Warrants.
    Subject to the terms and conditions governing the Investment Warrants to be set out in an instrument by way of a deed poll (the "Deed Poll"), each Investment Warrant shall carry the right to subscribe for one (1) Share (the "Warrant Share" and "Warrant Shares" shall be construed accordingly) at the exercise price of S$0.001 (the "Investment Warrants Exercise Price") at any time during the period commencing on the date of issue of the Investment
    Warrants and expiring on the day immediately preceding the third (3rd) anniversary of the date of issue of the Investment Warrants (the "Investment Warrants Exercise Period"). The
    Investment Warrants that remain unexercised at the expiry of the Investment Warrants Exercise Period shall lapse and cease to be valid for any purpose. The Investment Warrants are non- transferable under the terms and conditions of the Deed Poll.
    The Investment Warrants Exercise Price represents the VWAP.
    The Investment Warrants Exercise Price and the number of Investment Warrants shall be subject to adjustments under certain circumstances as provided for in the Deed Poll and appropriate announcements on the adjustments will be made by the Company.

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The Company shall, not later than one (1) month before the expiry of the Investment Warrants Exercise Period (the "Investment Warrants Expiry Date"), announce the Investment Warrants Expiry Date on SGXNET.

3.4. Conditions

Completion of the Subscription is conditional upon, inter alia:

  1. the Share Issue Mandate shall be valid, subsisting and adequate for the purposes of the issue of the Subscription Shares and the Investment Warrants as at the date of completion of the Subscription (the "Completion Date");
  2. approval in-principle for the listing and quotation of the Subscription Shares and the Warrant Shares on the Catalist being obtained from the SGX-ST and not revoked or amended as at the Completion Date and, where such approval is subject to conditions, such conditions being reasonably acceptable to the Subscriber;
  3. the issue and subscription of the Subscription Shares and the issue of the Investment Warrants not being prohibited by any statute, order, rule or regulation promulgated after the date of the Subscription Agreement by any applicable legislative, executive or regulatory body or authority of Singapore;
  4. there having been no occurrence of any event or discovery of any fact rendering any of the warranties in the Subscription Agreement untrue or incorrect in any material respect as at the Completion Date as if they had been given again on the Completion Date; and
  5. the Company and the Subscriber not being in breach of any of the undertakings and the covenants in the Subscription Agreement as at the Completion Date.

If the conditions set forth in paragraphs 3.3(a) and 3.3(b) above are not satisfied within five (5) months from the date of the Subscription Agreement (or such other date as may be mutually agreed between the Company and the Subscriber), the Subscription Agreement shall terminate and the obligations of the Company to issue the Subscription Shares and the Investment Warrants and the Subscriber to subscribe for the Subscription Shares shall ipso facto cease and determine thereafter, and no party shall have any claim against the others for costs, expenses, damages, losses, compensation or otherwise in respect of the Subscription, save for any antecedent breach of the Subscription Agreement or the parties' respective liability for the payment of costs and expenses under the Subscription Agreement.

3.5. Additional Listing Application

The Company will, through its Catalist sponsor, be making an application to the SGX-ST for the listing and quotation of the Subscription Shares and the Warrant Shares on the Catalist. The Company will make the necessary announcements once the approval-in-principle for the listing and quotation of the Subscription Shares and the Warrant Shares has been obtained from the SGX-ST.

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4. FINANCIAL EFFECTS OF THE SUBSCRIPTION

The financial effects of the Subscription set out below are for illustrative purposes only and do not purport to be indicative or a projection of the results and financial position of the Company and the Group after completion of the Subscription.

The financial effects of the Subscription on the Group have been computed based on the latest available audited financial statements of the Group for the financial year ended 31 December

2020 ("FY2020") and the following bases and assumptions:

  1. the expenses incurred in the Subscription are disregarded for the purposes of calculating the financial effects;
  2. the financial effect on the consolidated net tangible liabilities ("NTA") per Share of the Group is computed based on the assumption that the Subscription was completed on 31 December 2020; and
  3. the financial effect on the consolidated loss per Share ("LPS") of the Group is computed based on the assumption that the Subscription was completed on 1 January 2020.

NTA per Share

Before

the

After adjusting for the

After adjusting for the

Subscription

Subscription Shares

Subscription Shares

and the Maximum

Warrant Shares

NTA per share

0.024

0.025

0.025

(S$ cents)

LPS

Before

the

After adjusting for the

After adjusting for the

Subscription

Subscription Shares

Subscription Shares

and the Maximum

Warrant Shares

LPS per share

0.032

0.032

0.032

(S$ cents)

5. RATIONALE AND USE OF PROCEEDS

The Company's rationale for the Subscription is that the Subscription will be used to strengthen the financial position and capital base of the Group. The Board is cautiously confident that the additional working capital together with an effective strategic plan and a strong management team to execute the plans of the Company will allow the Group to grow successfully and steadily even during and after this COVID-19 pandemic. As the pandemic situation has persisted and continues to affect our business and cash position, the Company requires additional cash for working capital for the Group. As such, the net proceeds will be used for the future expansion of the Group as well as for the working capital needs of the Group.

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Beverly JCG Ltd. published this content on 21 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 July 2021 10:20:08 UTC.