Proposed Spinoff & Listing of Vividthree Holdings Ltd on the Catalist - Registration of Final Of
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.
1. INTRODUCTION
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:

Notes:
(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:

2.5 GEARING
The illustrative financial effects of the Placement on the Group’s gearing is as follows:
