Fabchem China: Sun Bowen request for waiver of moratorium requirements







FABCHEM CHINA LIMITED

(Company Registration No: 200413128G) (Incorporated in the Republic of Singapore)

REQUEST TO WAIVER MORATORIUM REQUIREMENTS FOR SUN BOWEN

Unless otherwise defined, capitalized terms used in this announcement will have the same meaning as attributed to them. in the Company’s announcement dated April 22, 2021.

introduction

1.

Board of directors (“Plank” Where “Directors“) of Fabchem China Limited (“Company) wishes to announce that the Company was granted on March 24, 2022 the waiver (as defined below) by the SGX-ST, waiving the requirement for Mr. Sun Bowen (“Mr Sun“)an existing Controlling Shareholder (as defined in the Listing Rules) and a non-executive and non-independent director of the Company, to contractually undertake to comply with the Standstill Requirement (as defined below) in respect of relates to the existing Shares held by him by Fortsmith Investments Limited (“Black-smith“).

context

  • 2. The proposed acquisition is an RTO and is subject to, among others, Rule 1015 of the Catalist Rules. Rule 1015(3)(b)(i) of the Catalist Rules provides, among other things, that incoming business and the extended group under an RTO must comply with the moratorium requirements of Rules 420, 421 and 422 or 443 of the Catalist rules (“Moratorium requirements“), which are applicable to:

    • (a) persons who are existing Controlling Shareholders or who will become Controlling Shares of the issuer following the acquisition of assets; and

    • (b) associates of any person referred to in paragraph 2(a) above.

  • 3. As of the date of this announcement, the Company has two existing controlling shareholders, namely Mr. Wee Henry (“Mr Wee“) and Mr. Sun. Mr. Wee holds an aggregate indirect interest in 24,665,699 Shares or 52.70% of the share capital of the Company. Mr. Sun holds an aggregate indirect interest in 15,140,000 shares or 32.35% of the Company’s share capital, through Fortsmith. Since Mr. Wee and Mr. Sun are each an existing controlling shareholder of the Company, their shares would be subject to the post-closing standstill requirements.

Moratorium Waiver

4.

RHB Bank Berhad, through its Singapore branch as financial advisor on the proposed acquisition and RTO, and sponsor of the company on the proposed transfer to Catalist, had on 3 March 2022 submitted an application to the SGX-ST (“Application“) on behalf of the Company requesting an exemption (“To renouncer“) the application of the Standstill Requirements under Rule 1015(3)(b)(i) of the Catalist Rules with respect to the transfer or assignment of Existing Shares held by Mr. Sun for the reasons set out below :

  • (a) after completion and prior to any compliance offering, Mr. Sun’s interest will be diluted to 9.09% and he cease to be a majority shareholder of the Company;

  • (b) if the waiver is obtained, Mr. Sun intends to reduce his interest to less than 5% immediately upon completion through the seller’s sale. If such an opportunity arises, he will not fall under the definition of a significant shareholder, which will help the Company meet the post-completion IPO requirement in uncertain market conditions;

  • (c) except for Fortsmith, Associates of Mr. Sun (as defined in the Catalist Rules) do not hold any equity interest in the Company;

  • (d) Mr. Sun and his associates have no interest in Target. They are also not or will not be involved in the management and/or operations of the Target Company currently, or the Enlarged Group in the future. In addition, Mr. Sun will step down as a director of the Company upon completion. Accordingly, upon completion, Mr. Sun will not fall within the definitionmention of “promoter” in the Catalist Rules;

  • (e) Mr. Sun and his associates have no interest in the target to be acquired by the Company pursuant to the Proposed Acquisition. Mr. Sun has not acquired or disposed of his Shares held through Fortsmith since February 2, 2007. Accordingly, Mr. Sun is not considered an investor in the Target or the Company for the purposes of the Rule 422 of the Catalist Rules; and

(F)since the Vendors and Mr. Wee will agree to comply with the Moratorium Requirements, their commitment to the Company will be maintained and their interest will be aligned with that of the public shareholders. No waiver will be requested by the Company for Mr. Wee and he will comply with and observe the Moratorium Requirements.

  • 5. On March 24, 2022, the SGX-ST advised the Company that it had no objection to granting the Company the waiver with respect to Mr. Sun’s moratorium requirements in the Extended Class subject to this following :

    • (a) the Company making an SGXNET announcement of the waiver granted, stating the reasons for the waiver request and the terms in accordance with Listing Rule 107;

    • (b) the disclosure of the Granted Waiver and the basis for requesting the Waiver in the Circular;

    • (c) submission of written confirmation from the Company that the Waiver does not violate any laws and regulations governing the Company and its governing documents; and

    • (d) Mr. Sun reducing his ownership interest in the Company to less than 5% of the share capital of the Enlarged Group upon the completion of the Compliance Placement.

  • 6. With the information contained in this announcement, the Company will have complied with the waiver condition set forth in paragraph 5(a) above as of the date of this announcement. The Company will make update announcements when the other conditions have all been met.

Further information

7.

The Company will make further announcements regarding the proposed acquisition, the RTO and the proposed transfer to Catalist at the appropriate time as material developments occur.

commercial attention

8.

Shareholders and investors are urged to exercise caution when trading their shares and to read this announcement and any other Company announcements carefully, as the proposed acquisition, RTO and proposed transfer to Catalist are subject to the satisfaction of the conditions precedent to the agreement. between the Company and the vendors and there is no certainty or assurance, as of the date of this announcement, as to their completion. Shareholders and investors should consult their brokers, attorneys or other professional advisers if they are in doubt about what action to take.

BY ORDER OF COUNCIL

Wee Phu Gam

Acting Chairman and Independent Lead Director Fabchem China Limited

March 25, 2022

Warning

Fabchem China Limited published this content on March 25, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on Mar 25, 2022 10:56:08 AM UTC.

Public now 2022

All FABCHEM CHINA LIMITED news

Sales 2021 133
20.9
20.9
Net income 2021 -16.6M
-2.60M
-2.60M
Net cash 2021 27.4 million
4.30M
4.30M
PER 2021 ratio -1.00x
2021 performance
Capitalization 9.45M
1.48M
1.48M
EV / Sales 2020
EV / Sales 2021 392,733x
# of employees 630
Floating 8.54%

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