EMS ENERGY LIMITED ANNOUNCEMENT
RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 740,354,802 NEW ORDINARY SHARES ("RIGHTS SHARES") IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.02 FOR EACH RIGHTS SHARE, ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) EXISTING ORDINARY SHARE IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS OF THE COMPANY AS AT THE BOOKS CLOSURE DATE, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED ("RIGHTS ISSUE") - RESULTS OF RIGHTS ISSUEUnless otherwise defined, capitalised terms herein shall have the same meaning as ascribed to them in the Company's circular to shareholders dated 15 August 2014 (the "Circular") and the announcements dated 5 May 2014, 5 August
2014, 29 August 2014, 1 September 2014, 5 September 2014 and 9 September 2014 in relation to the Rights Issue (the "Announcements") and the offer information statement of the Company dated 9 September 2014 (the "Offer Information Statement").
The Board of Directors of EMS Energy Limited (the "Company") and together with its subsidiaries (the "Group") refers to
the Circular, the Announcements and the Offer Information Statement.
1. Results of the Rights Issue
1.1. Level of Subscription
The Board wishes to announce that, as at the close of the Rights Issue on 26 September 2014 (the "Closing Date"), acceptances and excess applications for a total of 1,024,465,570 Rights Shares were received (inclusive of Rights Shares accepted by the Undertaking Shareholder - Mr Ting Teck Jin pursuant to the Undertaking). This represents approximately 138.37% of the total number of Rights Shares available for the subscription under the Rights Issue.
Details of the acceptances and excess applications for the Rights Shares are as follows:
(a) acceptances were received for a total of 684,465,718 Rights Shares, representing approximately 92.45% of the total number of Rights Shares available for subscription under the Rights Issue.
(b) excess applications were received for a total of 339,999,852 Rights Shares representing approximately 45.92% of the total number of Rights Shares available for subscription under the Rights Issue (collectively the "Excess Applications" and each, an "Excess Application").
(c) the above acceptances and applications included acceptances of 256,726,275 Rights Shares, representing approximately 34.68% of the total number of Rights Shares available for subscription under the Rights Issue from the Undertaking Shareholder - Mr Ting Teck Jin pursuant to the Undertaking.
A total of 55,889,084 Rights Shares were not taken up by Entitled Shareholders and/or their renouncees pursuant to the Rights Issue. All of these Rights Shares not taken up were allocated to satisfy all valid excess applications for the Rights Shares.
In compliance with its obligations under the Catalist Rules, the Company had, in the allotment of any excess Rights Shares, given preference to the rounding of odd lots. Directors and Substantial Shareholders who have control or influence over the Company in connection with the day-to-day affairs of the Company or the terms of the Rights Issue, or
have representation on the Board (whether direct or through a nominee) ranked last in priority for the rounding of odd lots and allotment of excess Rights Shares.
CDP will send Depositors with valid acceptances and successful applications for excess Rights Shares, by ordinary post on or about 3 October 2014, at their own risk, to their respective mailing addresses in Singapore as maintained with CDP, a notification letter stating the number of Rights Shares credited to their Securities Accounts.
1.4. "Nil-paid" rights in respect of Foreign Shareholders
The entire provisional allotments of 2,229,668 Rights Shares which would otherwise have been provisionally allotted to Foreign Shareholders were sold "nil-paid" on the SGX-ST during the provisional allotment trading period as provided for in the Offer Information Statement.
The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares standing to the credit of their respective Securities Accounts as at the Books Closure Date and sent to them at their own risk by ordinary post. If the amount of net proceeds distributable to any single Foreign Shareholder is less than S$10.00, such net proceeds will be retained for the sole benefit of the Company or dealt with as the Directors may, in their absolute discretion, deem fit in the interest of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company, the Share Registrar or CDP in connection therewith.
The Company has raised Net Proceeds of approximately S$14.66 million (after deducting estimated expenses of approximately S$0.15 million) from the Rights Issue, which shall be utilised for the purposes as disclosed in the Offer Information Statement.
2. Invalid/Unsuccessful Acceptances and Excess Applications
In the case of acceptance for Rights Shares and/or application for excess Rights Shares which are invalid, or if an Entitled Shareholder applies for excess Rights Shares but no excess Rights Shares are allotted to that Entitled Shareholder, or if the number of excess Rights Shares allotted to that Entitled Shareholder is less than the number applied for, the amount paid on application, or the surplus application monies, as the case may be, will be refunded to the relevant Entitled Shareholder, Purchaser or their renouncee by the Company (in the case of Entitled Scripholders) or CDP (in the case of Entitled Depositors and Purchasers) on behalf of the Company without interest or any share of revenue or other benefit arising therefrom within fourteen (14) days after the Closing Date by any one or a combination of the following:
(a) by crediting their bank accounts with the relevant Participating Banks at their own risk (if they accepted and/or applied by way of an Electronic Application through an ATM of a Participating Bank), the receipt by such bank being a good discharge to the Company and CDP of their obligations, if any; or
(b) by means of a crossed cheque in Singapore currency drawn on a bank in Singapore and sent by ordinary post at their own risk to their mailing address as maintained in the records of CDP or the Share Registrar, as the case may be, or by any other manner as the Entitled Depositors may have agreed with CDP for the payment of any cash distributions (if they applied through CDP).
3. Allotment and Listing of Rights Shares
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The Company expects 740,354,802 Rights Shares to be issued on 3 October 2014, and credited into the relevant
Securities Accounts on or about 7 October 2014.
The Rights Shares are expected to be listed and quoted on the Official List of the SGX-ST with effect from 9.00 a.m. on
7 October 2014. Further announcement on the listing of the Rights Shares will be made in due course.
By Order of the Board
EMS Energy Limited
Gwendolyn Gn Jong Yuh
Company Secretary
1 October 2014
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The Sponsor has not independently verified the contents of this announcement.
The announcement has not been examined or approved by the SGX-ST and the SGX-ST 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 Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.
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