CPH LTD.

(Co. Reg. No. 199804583E)

(Incorporated in the Republic of Singapore)

CONDITIONAL SALE AND PURCHASE AGREEMENT IN RESPECT OF THE PROPOSED ACQUISITION OF 100% OF THE ISSUED SHARE CAPITAL OF SHANAYA ENVIRONMENTAL SERVICES PTE. LTD. (THE "PROPOSED ACQUISITION")

  • COMPLETION OF PROPOSED SHARE CONSOLIDATION OF EVERY 40 EXISTING SHARES INTO 1 CONSOLIDATED SHARE

Unless otherwise expressly defined herein, all capitalised terms and references have the same meaning as ascribed to them in the announcements made by the Company on 29 September 2020 and 4 August 2021 and the circular dated 29 June 2021 (the "CIRCULAR") in relation to, inter alia, the Proposed Acquisition.

  1. INTRODUCTION
    The Board refers to the various relevant announcements of the Company from 29 September 2020 to 4 August 2021, as well as the Circular, in relation to the Proposed Transactions including, inter alia, the Proposed Acquisition and the Proposed Share Consolidation and the announcement on 4 August 2021 relating to the Consolidation Record Date, being 5.00 p.m. on 13 August 2021.
  2. COMPLETION OF THE PROPOSED SHARE CONSOLIDATION
    The Board wishes to announce that the Proposed Share Consolidation has been completed and has become effective as at 9.00 a.m. on 16 August 2021. Accordingly, on 16 August 2021, every 40 existing Shares registered in the name or standing to the credit of the Securities Account (as the case may be) of each Shareholder or Depositor as at the Consolidation Record Date have been consolidated into 1 Consolidated Share, fractional entitlements disregarded. As at 9.00 a.m. on 16 August 2021, the Company has an issued share capital of approximately S$24,764,175 divided into 30,730,539 Consolidated Shares, after disregarding any fractions of Consolidated Shares arising from the Proposed Share Consolidation.
    Each Consolidated Share will rank pari passu with each other and will trade in board lots of 100 Consolidated Shares on the SGX-ST.
    The Register of Members and the Depository Register have been updated to reflect the number of Consolidated Shares held by Shareholders or Depositors (as the case may be) based on their shareholdings in the Company as at the Consolidation Record Date.
    Shareholders should note that the number of Consolidated Shares which they are entitled to pursuant to the Proposed Share Consolidation, based on their shareholdings in the Company as at the Consolidation Record Date, have been rounded down to the nearest whole Consolidated Share and any fractions of a Consolidated Share arising from the Proposed Share Consolidation have been disregarded. Shareholders are reminded to check their respective shareholdings in the Company before trading.
    Shareholders who have odd lots of Consolidated Shares pursuant to the Proposed Share Consolidation and who wish to trade such odd lots on the SGX-ST should note that such odd lots can be traded on the SGX-ST Unit Share Market which allows trading in odd lots with a minimum size of one share.

The Board also wishes to announce that the SGX-ST has, in accordance with its practice, delisted the Company's previous stock code, 539, and issued a new, randomly generated stock code, SES, to the Company. All Consolidated Shares of the Company have been debited from the old stock code and credited to the new stock code. In connection with the Proposed Share Consolidation, the new ISIN code of the Company is SGXE61364597.

Shareholders and potential investors are advised to exercise caution in trading their shares as there is no certainty or assurance as at the date of this announcement that the Proposed Acquisition will be completed. The Company will make the necessary announcements when there are further developments on the Proposed Acquisition. Shareholders are advised to read this announcement and any further announcements by the Company carefully, and should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take.

BY ORDER OF THE BOARD

Ong Kian Soon

Director

16 August 2021

This announcement has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms. Jennifer Tan, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318, sponsorship@ppcf.com.sg.

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CPH Ltd. published this content on 16 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2021 14:12:04 UTC.