Proposed Spinoff & Listing of Vividthree Holdings Ltd on the Catalist - Registration of Final Offer Document
September 17, 2018
The board of directors (the “Board”) of mm2 Asia Ltd. (the “Company”, and together with its subsidiaries, the “Group”) refers to the announcements released by the Company on 3 March 2015, 8 April 2015, 14 May of 2015, 31 January 2018, 7 April 2018, 23 April 2018, 15 May 2018, 28 August 2018, 29 August 2019 and 13 September 2018 (the “Announcements”). Unless otherwise defined, all terms and references used herein shall bear the same meaning ascribed to them in the Announcements.
Following the lodgement of the preliminary Offer Document with the SGX-ST, acting as agent on behalf of the Monetary Authority of Singapore and the Announcements, the Board wishes to announce the launch of the initial public offering of Shares in the share capital of Vividthree Holdings Ltd. (“VVH”), following the registration of the final Offer Document with the SGX-ST on 17 September 2018 (“Final Offer Document”).
VVH is placing 51,800,000 shares (“Placement Shares”), at a placement price of S$0.25 (“Placement Price”) per Placement Share (the “Placement”). The Placement Shares are made available to retail and institutional investors in Singapore.
Hong Leong Finance Limited (“HLF”) is the sponsor, issue manager, and placement agent for the Placement.
The total number of issued shares in VVH immediately after the Placement will be 334,011,764 shares. The gross proceeds from the Placement will be approximately S$12.95 million and the market capitalisation of VVH upon listing will be approximately S$83.50 million.
The Company will retain a direct shareholding interest in VVH of approximately 41.53% immediately after the Placement.
Please refer to the Final Offer Document for full details on VVH and the Placement. A copy of the Final Offer Document is available on the SGX-ST’s website at http://www.sgx.com.
2. FINANCIAL EFFECTS OF THE OFFERING
2.1 Bases and Assumption
The financial effects in this section are presented for illustration only and are not intended to reflect the actual future financial situation of the Company after the completion of the Placement. These illustrative financial effects have been computed based on (a) the Group’s latest announced unaudited consolidated financial statements for the first quarter period ended 30 June 2018; and (b) the audited combined financial statements of VVH for the financial year ended 31 March 2018, as well as the following key assumptions:
2.1.1 as a result of the Placement, the Company’s shareholding interest in VVH will be diluted from 51.00% to 41.53% immediately after the Placement;
2.1.2 the Company will continue to consolidate the financial results of VVH assuming it fulfils the relevant Financial Reporting Standards as VVH will continue to be considered a subsidiary of the Company; and
2.1.3 expenses incurred in relation to the Proposed Listing are approximately S$1.77million.
2.2 SHARE CAPITAL
As no new shares will be issued by the Company in connection with the Placement, the Placement will have no impact on the Company’s issued and paid-up share capital.
2.3 NET TANGIBLE ASSETS/(LIABILITIES) PER SHARE
The illustrative effect of the Placement on the Group’s Net Tangible Liabilities (“NTL”) per Share is as follows:
(1) computed based on total assets less total liabilities and less intangible assets and goodwill but including film rights and film intangibles and film inventories attributable to shareholder of the Company. Included in the NTL is total outstanding convertible bonds/notes and Pre-IPO Convertible Loan of $51,033,000 issued Company’s subsidiaries of which convertible to subsidiaries’ ordinary shares.
(2) Assuming all Pre-IPO Convertible Loan of VVH had been converted to ordinary share of VVH.
The illustrative effect of the Placement on the Group’s Net Tangible Assets (“NTA”) if the said total outstanding convertible bonds/notes of $51,033,000 were excluded from the above NTL as follows:
2.4 EARNINGS PER SHARE (“EPS”)
The illustrative effect of the Placement on the Group’s EPS is as follows:
The illustrative financial effects of the Placement on the Group’s gearing is as follows:
3. INDICATIVE TIMETABLE
An indicative timetable for the Placement and trading of VVH’s shares is set out below for reference:-
Indicative Time and Date/Event
17 September 2018 (immediately upon registration of the Final Offer Document): Opening of Application List
20 September 2018, at 12.00 p.m.: Close of Application List and closing date and time for the Placement
25 September 2018, at 9.00 a.m.: Commence trading on a “ready” basis
28 September 2018: Settlement date for all trades done on a “ready” basis
The above timetable is only indicative as it assumes that the date of closing of the Application List is 20 September 2018, the date of admission of VVH to Catalist is 25 September 2018, the SGX-ST’s shareholding spread requirement will be complied with and the Placement Shares will be issued and allotted or allocated (as the case may be) and fully paid-up prior to 25 September 2018.
The actual date on which the VVH’s shares will commence trading on a “ready” basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedures may be subject to such modification as the SGX-ST may, in its absolute discretion, decide, including the decision to permit trading on a “ready” basis and the commencement date of such trading.
Investors should consult the SGX-ST’s announcement on the “ready” trading date released on the internet (at the SGX-ST’s website at http://www.sgx.com) or the newspapers, or check with their brokers on the date on which trading on a “ready” basis will commence.
In the event of any changes in the close of the Application List or the time period during which the Placement is open, VVH will publicly announce the same:
(a) through a SGXNET announcement to be posted on the internet at the SGX-ST’s website at http://www.sgx.com; and
(b) in a major English language newspaper in Singapore.
VVH will publicly announce details of the results of the Placement (including the level of subscription for the Placement Shares and the basis of allotment and/or allocation of the Placement Shares pursuant to the Placement), as soon as it is practicable after the close of the Application List through the channels described in (a) and
The Company will announce any material developments on the Placement as and when appropriate.
4. IMPORTANT NOTICE
This announcement does not constitute an offer, invitation to purchase or subscribe for or solicitation of the Placement Shares in Singapore or any jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. The information in this announcement is qualified in its entirety by, and is subject to, the more detailed information set out in the Final Offer Document. The information presented in this announcement is subject to change. Copies of the final Offer Document relating to the Placement may be obtained, subject to availability, from HLF. Anyone wishing to subscribe for the Placement Shares should read the Final Offer Document before deciding whether to subscribe for the Placement Shares. Any decision to subscribe for the Placement Shares should be made solely on the basis of information contained in the Final Offer Document and no reliance should be placed on any information other than that contained in the Final Offer Document.
5. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors (including those who may have delegated detailed supervision of the Placement) collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Placement, VVH, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.
6. TRADING CAUTION
Shareholders and potential investors of the Company are advised to read this announcement and any further announcements by the Company carefully. Shareholders of the Company are advised to refrain from taking any action in respect of their securities in the Company which may be prejudicial to their interests, and to exercise caution when dealing in the securities of the Company. In the event of any doubt, shareholders of the Company should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers.