KTL GLOBAL LIMITED

(Incorporated in the Republic of Singapore under Registration Number 200704519M)

CLARIFICATION ANNOUNCEMENT IN RELATION TO THE PROPOSED PLACEMENT OF AN AGGREGATE OF 30,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY

The Board of Directors (the "Board" or "Directors") of KTL Global Limited (the "Company" and together with its subsidiaries, the "Group") refers to the announcement released by the Company dated 15 July 2021 (the "Announcement").

Unless otherwise defined herein, all capitalised terms used and not defined herein shall have the same meanings ascribed to them in the Announcement.

The Company had been informed by certain Placees of their existing shareholdings in the Company held by them as at the date of the Announcement. Accordingly, the Company wishes to make the necessary clarifications in respect of the shareholdings in the Company held by the certain Placees as set out below.

1. Clarification on the shareholdings of the Placee (Section 3 of the Announcement)

  1. Ang Poh Guan
    Ang Poh Guan is a Singapore citizen. He is a private investor and the chief executive officer of a Singapore based construction company. As at the date of the Announcement , Ang Poh Guan holds 350,000 Shares.
  2. Lim Hean Nerng
    Lim Hean Nerng is a Singapore citizen. He is a private investor and a semi-retired businessman. He was previously involved in a property management business. As at the date of the Announcement, Lim Hean Nerng holds 500,000 Shares.
  3. Wu Jiansheng
    Wu Jiansheng is a Singapore citizen. He is a private investor and a director of a company in the food and beverages business. As at the date of the Announcement, Wu Jiansheng holds 5,997,400 Shares.
  4. Save in respect of the existing shareholding in the Company held by Lee Loi Sing (as stated in the Announcement), Ang Poh Guan, Lim Hean Nerng and Wu Jiansheng as set out above, the Company confirms, to the best of its knowledge, that the Placees do not have any connection (including business relationships) with the Company, its Directors and/or substantial shareholders. The Placees have also confirmed with the Company that they do not fall within any categories of persons set out under Rule 812 of the Listing Rules.

2. Clarification in shareholding interest of substantial shareholders, directors and the Placees (Section 7 of the Announcement).

2.1 In connection with the updated shareholdings of the Placees, the shareholding interests of the substantial Shareholders, the Directors, and the Placees, before and after the issuance of the Placement Shares as a percentage of the current share capital of the Company as at the date of this announcement and the enlarged share capital after the issuance of the Placement Shares, respectively, are as set out below:

Existing Shareholding Interests (1)

Shareholding interests after issuance

of the Placement Shares(1)

No. of Shares

% of total issued

No. of Shares

% of

total

Shares (2)

issued

Shares

(3)

Substantial

Shareholders

Zhang Xue Mei

40,250,000

12.75

40,250,000

11.64

Changsheng

50,000,000

15.84

50,000,000

14.46

Investment

Development Limited

Tan Kim Tjio @Tan Kim

23,298,200

7.38

23,298,200

6.74

Chow(4)

Yu Ting (5)

50,000,000

15.84

50,000,000

14.46

Directors

Liu Changsheng

-

-

-

-

Chng Hee Kok

-

-

-

-

Chin Teck Oon

38,000,000

12.04

38,000,000

10.99

Chong Eng Wee

-

-

-

-

Tso Sze Wai

-

-

-

-

Teh Chong Seng

-

-

-

-

Chua Thiam Chwee

-

-

-

-

Placees

Goh Yeow Koon

-

-

2,400,000

0.69

Lee Loi Sing

1,500,000

0.48

5,300,000

1.53

Chan Chung Pheng

-

-

1,150,000

0.33

Tok Teck Bin

-

-

8,000,000

2.31

Ang Poh Guan

350,000

0.11

1,350,000

0.39

Wu Jiansheng

5,997,400

1.90

12,822,400

3.71

Lim Hean Nerng

500,000

0.16

7,325,000

2.12

Notes:

  1. Shareholding interests includes direct and deemed interests of the Shareholders.
  1. Based on the existing issued and paid-up share capital of the Company of 315,669,019 Shares.
  2. Based on the enlarged share capital of the Company of 345,669,019 Shares, after the issuance and allotment of 30,000,000 Placement Shares.
  3. Tan Kim Tjio @Tan Kim Chow holds 14,705,500Shares directly, representing 4.66% of the existing issued and paid- up share capital of the Company, and is deemed to be interested in 8,592,700 Shares held by his spouse, Choo Lai Ling, which represents 2.72% of the existing issued and paid up share capital of the Company.
  4. Yu Ting is the sole shareholder of Changsheng Investment Development Limited. By virtue of Section 4 of the SFA, Yu Ting is deemed to be interested in 50,000,000 Shares held under Changsheng Investment Development Limited representing 15.84% of the existing issued and paid-up share capital of the Company.

2.2 Pursuant to Rule 803 of the Listing Rules, an issuer must not issue securities to transfer a controlling interest without prior approval of shareholders in general meeting. As at the date of this annoucement, and as shown in the table above, it remains that there are no controlling shareholders of the Company. Further as shown in the table above, completion of the issuance and allotment of all 30,000,000 Placement Shares will not result in any transfer of controlling interests in the Company. Accordingly, no specific Shareholders' approval is required for the

Placement.

3. Entry into Supplemental Agreement in respect of Placement Agreement

The Company has also entered into a supplemental agreement in respect of the Placement Agreement on 23 July 2021, to ensure that the existing shareholdings in the Company held by Ang Poh Guan, Lim Hean Nerng and Wu Jiansheng are reflected therein. Save for the foregoing, the parties did not make any further amendments to material and commercial terms of the Placement Agreement.

By Order of the Board

Liu Changsheng

Chief Executive Officer

23 July 2021

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KTL Global Limited published this content on 23 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 July 2021 06:47:07 UTC.