JACKSPEED CORPORATION LIMITED 
By
The Board of Directors of Jackspeed Corporation Limited (the
"Company") wishes to announce that the Company has, on 29
February 2012, entered into a conditional subscription
agreement (the "Subscription Agreement") with the placees set
out in the table below (the "Subscribers") where the Company
has agreed to allot and issue to the Subscribers, and the
Subscribers have agreed to subscribe and pay for, in
aggregate
41,800,000 new ordinary shares (the "Subscription Shares") in
the share capital of the
Company at a subscription price of S$0.0795 per Subscription
Share (the "Subscription
TAN GHUAT WOON 6,600,000
TNG KUM CHOE 12,400,000
LEE HONG NGIE 10,100,000
LI HUNG 1,300,000
ZHANG YUNQI 2,000,000
TAN HIOK SEN 3,100,000
WEE SIEW JOO DOROTHY 4,400,000
LIM SER MUI 1,900,000
The Subscription Price represents a discount of approximately
9.97% to the volume- weighted average price ("VWAP") of
S$0.0883 for each ordinary share in the capital of the
Company ("Share"), based on trades done on the Main Board of
the Singapore Exchange Securities Trading Limited (the
"SGX-ST") on 24 February 2012 (being the full market day
preceding the date on which the Subscription Agreement was
signed) and 27 February
2012 (being the last market day on which trading halt on the
Shares was being effected).
The Subscription Shares, when issued and delivered, shall be
free from all claims, charges, liens and other encumbrances
and shall rank pari passu in all respects with the Shares
existing as at the date of issue of the Subscription Shares
except for any dividends, rights, allotments, distributions
or other entitlements the record date of which falls on or
before the date of issue.
The Subscription Shares will be issued pursuant to the
general mandate ("General Mandate") granted by the
shareholders of the Company by ordinary resolution pursuant
to Rule 806 of the SGX-ST Listing Manual at the
Company's Annual General Meeting ("AGM") on 28 June
2011. The General Mandate authorises the Directors of the
Company to issue up to 20% of the issued share capital of the
Company as at 28 June 2011 if the new shares are not issued
on a pro-rata basis to all existing shareholders of the
Company, provided that such price shall not represent more
than 10% discount to the weighted average price per Share
determined in accordance with the requirements of the
SGX-
ST. There was no issuance of shares since 28 June 2011 up to
the date of this announcement. The 41,800,000 Subscription
Shares represent 19.98% of the total number of issued Shares
of 209,243,579 Shares as at the date of the approval of the
General Mandate and the date of this announcement, and 16.65%
of the enlarged number of issued Shares immediately after the
completion of the Subscription (assuming all the
41,800,000
Subscription Shares are issued).
Details of the Subscribers, the number of Subscription Shares to be subscribed by each Subscriber and the aggregate Subscription Price to be paid by each Subscriber are set out below:
Name of Subscribers | Number of Subscription Shares | Aggregate Subscription Price (S$) |
TAN GHUAT WOON | 6,600,000 | 524,700 |
TNG KUM CHOE | 12,400,000 | 985,800 |
LEE HONG NGIE | 10,100,000 | 802,950 |
LI HUNG | 1,300,000 | 103,350 |
ZHANG YUNQI | 2,000,000 | 159,000 |
TAN HIOK SEN | 3,100,000 | 246,450 |
WEE SIEW JOO DOROTHY | 4,400,000 | 349,800 |
LIM SER MUI | 1,900,000 | 151,050 |
Total | 41,800,000 | 3,323,100 |
Each of the Subscribers are individual investors and were
introduced to the Company by a business associate of the
Company. The proposed Subscription is for each of the
Subscribers' financial investment purposes.
The Subscribers have no connection (including business
relationships) with the Company, its Directors and
substantial shareholders, and are not persons to whom the
Company is prohibited from issuing shares to, as provided for
by Rule 812 of the Listing Manual of the SGX-ST.
Under the terms of the Subscription Agreement, each
Subscriber has represented, warranted and undertaken to and
for the benefit of the Company that none of them are related
in any way whatsoever and they are not acting in concert in
relation to the subscription by them of the Subscription
Shares.
Upon the Subscription being completed, none of the
Subscribers will be interested in more than 5% of the
enlarged issued and paid-up share capital of the Company.
The obligations of the Company and the Subscribers under the
Subscription Agreement are conditional upon, inter alia, the
receipt of in-principle approval for the admission of all the
Subscription Shares to the Official List of the SGX-ST and
the listing and quotation of all the Subscription Shares on
the SGX-ST being obtained from the SGX-ST and not being
revoked or amended and, to the extent that any conditions for
the listing and quotation of the Subscription Shares on the
Main Board of the SGX-ST are required to be fulfilled on or
before Completion Date, they are so fulfilled on or before
that date to the satisfaction of SGX-ST or waived by
SGX-ST.
If any of the conditions precedent under the Subscription
Agreement is not satisfied on or before the Completion Date
or such other date as the parties may agree, the Subscription
Agreement shall ipso facto cease and determine thereafter and
none of the parties shall have any claim against the other
for costs, expenses, damages, losses, compensation or
otherwise.
Completion of the Subscription is to take place on a date not
later than 1 (one) month from the date of the Subscription
Agreement or such other date as the parties hereto may agree
in writing.
The Company will be making an application to the SGX-ST for
the listing and quotation of the Subscription Shares on the
Main Board of the SGX-ST. The Company will make the
appropriate announcement when such approval-in-principle is
received.
The Subscription will allow the Company to raise estimated
net proceeds (the "Net Proceeds") of up to approximately S$3
million (after deducting expenses incurred in connection with
the Subscription) assuming all the 41,800,000 Subscription
Shares are issued.
The Company intends to use 100% of the Net Proceeds for
general working capital purposes.
As at the date of this announcement, the Company has an
issued and paid-up share capital of S$28,002,544 comprising
209,243,579 Shares. Upon completion of the Subscription, the
issued and paid-up share capital of the Company will increase
to S$31,325,644, comprising 251,043,579 Shares. The
41,800,000 Subscription Shares represent 19.98% of the total
number of issued Shares of 209,243,579 Shares as at the date
of this announcement, and 16.65% of the enlarged number of
issued Shares immediately after the completion of the
Subscription.
Based on the latest audited financial statements of the Group
for the year ended 28
February 2011, the Group's consolidated net asset value per
Share and loss per Share was approximately 11.09 cents and
0.63 cents respectively. Assuming that the Subscription had
been effected on 1 March 2010 and that all the 41,800,000
Subscription Shares are issued on the same date, the Group's
consolidated net asset value per Share and loss per Share,
after adjusting for the issue of the Subscription Shares,
would be approximately 9.24 cents and 0.52 cents
respectively.
The Subscription Shares will not be placed to any of the
persons set out as restricted persons under Rule 812(1) of
the Listing Manual of the SGX-ST, save for persons which fall
within the exception under Rule 812(3) of the Listing Manual
of the SGX-ST.
None of the Directors of the Company nor (in so far as the
Directors of the Company are aware) any substantial
shareholder of the Company or their respective associates has
any interest, whether direct or indirect, in the
Subscription.
The Company will be applying to the SGX-ST for the dealing
in, listing and quotation of the Subscription Shares on the
Official List of the SGX-ST and will make the necessary
announcements once the approval-in-principal of the listing
and quotation of the Subscription Shares have been obtained
from the SGX-ST.
A copy of the Subscription Agreement is available for
inspection during the normal business hours at the registered
office of the Company at 47 Loyang Drive Singapore
508955, for a period of three months from the date of this
announcement.
By order of the Board
Yap Kian Peng
Executive Chairman and Chief Executive Officer
29 February 2012
