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bigman88
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18-Sep-2013 18:12
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Duno, but market will tell us. Tomorrow will see. My guess is should be good. | ||||
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Newlearner
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18-Sep-2013 17:52
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Shares consolidation..... Good or bad?   PROPOSED CONSOLIDATION OF EVERY FOUR (4) EXISTING ISSUED ORDINARY SHARES IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS OF THE COMPANY AS AT A BOOKS CLOSURE DATE TO BE DETERMINED, INTO ONE (1) ORDINARY SHARE IN THE CAPITAL OF THE COMPANY, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED 1. INTRODUCTION The Board of Directors (?Board?) wishes to announce that the Company proposes to seek shareholders? approval to undertake a share consolidation of every four (4) existing issued ordinary shares in the capital of the Company (?Shares?) as at a books closure date to be determined by the Directors in their absolute discretion as they deem fit (?Books Closure Date?) into one (1) consolidated share (?Consolidated Share?), fractional entitlements to be disregarded (?Proposed Share Consolidation?). The Proposed Share Consolidation is subject to (i) Shareholders? approval at an extraordinary general meeting (?EGM?) of the Company to be convened and (ii) receipt by the Company of a listing and quotation notice from the Singapore Exchange Securities Trading Limited (?SGX-ST?) for the dealing in, listing of and quotation on Catalist of up to 982,745,929 Consolidated Shares and up to 103,328,963 New Consolidated Shares (as defined in paragraph 4 below) to be issued upon exercise of the Convertible Securities (as defined in paragraph 4 below), after adjustments to take into account the effects of the Proposed Share Consolidation pursuant to their respective terms. 2. DETAILS OF THE PROPOSED SHARE CONSOLIDATION Under the Proposed Share Consolidation, every four (4) existing Shares registered in the name of each shareholder of the Company (?Shareholder?) as at the Books Closure Date will be consolidated to constitute one Consolidated Share. Each Consolidated Share will rank pari passu in all respects with each other. The Consolidated Shares will be traded in board lots of 1,000 Consolidated Shares. Shareholders should note that the number of Consolidated Shares which they are entitled to, based on their holdings of Shares as at the Books Closure Date, will be rounded down to the nearest whole Consolidated Share and any fractions of a Share arising from the Proposed Share Consolidation shall be disregarded. Fractions of a Consolidated Share arising from the Share Consolidation will be aggregated and dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. As at the date of this announcement, the Company has an issued share capital comprising a total of 3,930,983,716 Shares. 2 The Proposed Share Consolidation will have no impact on the dollar value of the issued and paid-up share capital of the Company. The Proposed Share Consolidation will not involve the diminution of any liability in respect of unpaid capital or the payment to any Shareholder of any paid-up capital of the Company, and has no effect on the shareholders? funds of the Company and its subsidiaries. Shareholders are not required to make any payment to the Company in respect of the Proposed Share Consolidation. For illustrative purposes, the market price of the Shares as at the close of the market day on 17 September 2013 on which the Shares were traded on the SGX-ST is S$0.014 and upon completion of the Proposed Share Consolidation, the theoretical share price of each Consolidated Share is S$0.056. 3. RATIONALE FOR THE PROPOSED SHARE CONSOLIDATION The Board of Directors believes that the Proposed Share Consolidation will generally be beneficial to the Company and its Shareholders for the following reasons: (a) Increase in the market interest and attractiveness of the Company and its Shares. The Proposed Share Consolidation will rationalize the share capital of the Company by reducing the number of Shares outstanding. Following the Proposed Share Consolidation, the Board of Directors expects that, all other things being equal, the theoretical trading price and net tangible assets (?NTA?) of each Consolidated Share would be higher than the trading price and NTA of each Existing Share, taking into account the decrease in the number of Shares in issue following the Proposed Share Consolidation. The Board of Directors believes that, with the reduction in the number of Shares in issue and the resulting increase in the theoretical trading price of each Consolidated Share, the Proposed Share Consolidation is likely to increase market interest and activity in the Shares, and generally make the Shares more attractive to investors, including institutional investors thus providing a more diverse shareholder base. In addition, the reduction in the number of Shares will allow for more efficiency in administering corporate actions by the Company. (b) Reduction on the magnitude of volatility of the Share Price. For the past six calendar months prior to the date of this announcement, the absolute price of the Shares had traded in a range of between S$0.013 and S$0.022. The highest and lowest market prices for each month and the transacted volume of the Shares traded on the Catalist for each month, for the period from 1 March 2013 to 31 August 2013, are as follows:- Highest (S$) Lowest (S$) Volume of traded Shares ('million) March 2013 0.022 0.017 2,005.05 April 2013 0.020 0.018 516.70 May 2013 0.019 0.018 510.30 June 2013 0.018 0.014 268.67 July 2013 0.016 0.013 214.53 August 2013 0.015 0.013 111.41 Source: Bloomberg Low traded share prices translate into higher transaction costs relative to the trading price, for each trading of one board lot of Shares. The Directors believe that the proposed Share Consolidation will generally be beneficial to the Company and its Shareholders as it may serve to reduce the fluctuation in the magnitude of the Company?s share price and market capitalisation and reduce the percentage transaction cost for trading in each board lot of Shares. 3 Shareholders should note however that there can be no assurance that the proposed Share Consolidation will achieve the desired results, nor is there assurance that such results (if achieved) can be sustained in the longer term. 4. ADJUSTMENT TO CONVERTIBLE SECURITIES The Company has the following convertible securities (?Convertible Securities?) for which adjustments will be made to take into account the effects of the Proposed Share Consolidation in accordance with the respective terms of the Convertible Securities. (a) Employee share option scheme. Pursuant to the Equation Share Option Scheme 1999 (?ESOS?), 600,000 new Shares would be issued and allotted upon the exercise of outstanding options (?Options?) granted under the ESOS and payment of the exercise price in respect of those Options by the holders of the Options. The Company will make the relevant adjustments to the number of and/or exercise price of these Options pursuant to the terms of the ESOS, to take into account the effects of the Proposed Share Consolidation. Details of such adjustments will be announced in due course upon completion of the Proposed Share Consolidation. (b) Sculptor First Tranche. On 4 April 2012, the Company announced that it had entered into a convertible loan agreement (?Sculptor Agreement?) with Disa1 and the Sculptor Investors2 on 2 April 2012, pursuant to which the Sculptor Investors agreed to grant to Disa (i) an initial loan of an aggregate principal amount of S$7,000,000 (?Sculptor First Tranche?) and, (ii) at the option of the Sculptor Investors (?Sculptor Option?), a further loan of an aggregate principal amount of S$7,000,000 (?Sculptor Second Tranche?, and collectively with the Sculptor First Tranche, the ?Convertible Loans?). Both the Sculptor First Tranche and, upon exercise of the Sculptor Option and grant of the Sculptor Second Tranche, the Sculptor Second Tranche are convertible at the Sculptor Investors? discretion in whole or in part into either (a) new Shares (?Sculptor Exchange Shares?) at any time, or (b) upon or prior to the trade sale or initial public offering of Disa, ordinary shares in Disa (?Disa Exchange Shares?), in accordance with the terms of the Sculptor Agreement. Based on the terms of the Sculptor Agreement, upon the full conversion of the Sculptor First Tranche into Sculptor Exchange Shares, the Company will issue and allot up to 350,000,000 Sculptor Exchange Shares to the Sculptor Investors. In addition, (i) as a result of the adjustments arising from the rights issue of the Company as completed on 25 July 2012, up to 62,499,926 additional Sculptor Exchange Shares would be issued and allotted to the Sculptor Investors upon conversion of the Sculptor First Tranche, (ii) as a result of the adjustments arising from the two private placements on 25 March 2013, up to 815,929 additional Sculptor Exchange Shares would be issued and allotted to the Sculptor Investors upon conversion of the Sculptor First Tranche. In aggregate, up to 413,315,855 Sculptor Exchange Shares may be issued and allotted. In accordance with the terms of the Sculptor Agreement, the Company is required to make adjustments to the number of and/or exercise price of the Sculptor Exchange Shares to take into account the effects of the Proposed Share Consolidation and, as a consequence of such adjustment, up to 103,328,963 Sculptor Exchange Shares may be issued and allotted to the Sculptor Investors (?New Consolidated Shares?). (c) Sculptor Second Tranche. Based on the terms of the Sculptor Agreement, and assuming the exercise of the Sculptor Option and grant of the Sculptor Second Tranche, upon conversion of the Sculptor Second Tranche, the Company would issue and allot up to 280,000,000 Sculptor Exchange Shares to the Sculptor Investors. In addition, (i) as a result of the adjustments arising from the rights issue of the Company completed on 25 July 2012, up to 50,000,330 additional Sculptor Exchange Shares would be issued and allotted to the Sculptor Investors upon conversion of the Sculptor Second Tranche, (ii) as a result of the adjustments arising from the two private placements on 25 March 2013, up to 653,135 additional Sculptor Exchange Shares would be issued and allotted to the Sculptor Investors upon conversion of the Sculptor Second Tranche. In aggregate, up to 330,653,465 Sculptor Exchange Shares may be issued and allotted. 1 Disa Digital Safety Pte. Ltd., a wholly-owned subsidiary of the Company. 2 Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited, and Sculptor Finance (SI) Ireland Limited. 4 (d) As at the date of this announcement, none of the Sculptor Investors have converted any of the Sculptor First Tranche into Sculptor Exchange Shares or Disa Exchange Shares, nor have they exercised the Sculptor Option. The Company will make the relevant adjustments to the number of and/or exercise price of the Sculptor First Tranche and Sculptor Second Tranche pursuant to the terms of the Sculptor Agreement, to take into account the effects of the Proposed Share Consolidation. Details of such adjustments will be announced in due course upon completion of the Proposed Share Consolidation. 5. APPROVALS AND CONDITIONS The Proposed Share Consolidation is subject to, inter alia, the approval of Shareholders by ordinary resolution at the EGM and the determination of the Books Closure Date by the Directors in their absolute discretion as they deem fit in the interests of the Company and Shareholders. The Company will also be making an application to the SGX-ST for the approval of the listing and quotation of the Consolidated Shares and New Consolidated Shares. 6. CIRCULAR A circular containing, inter alia, the notice of EGM and the details of the Proposed Share Consolidation will be despatched to Shareholders in due course. In the meantime, Shareholders are advised to refrain from taking any action in relation to their Shares in the Company, which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations to be set out in the Circular. FOR AND ON BEHALF OF THE BOARD Chng Weng Wah Executive Director 18 September 2013 |
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stocksburntme
Veteran |
18-Jun-2013 19:37
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any news y keep dropping?!? | ||||
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dekmelvie
Senior |
08-May-2013 18:47
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Pump and dump?
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dekmelvie
Senior |
08-May-2013 10:47
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Can share what u hear?
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bigman88
Member |
08-May-2013 10:05
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I had hear anything but hopefully it can cheong to 0.030.  Good luck and trade with care
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ztwiscum
Member |
08-May-2013 09:19
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Be careful...Hor | ||||
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stocksburntme
Veteran |
08-May-2013 09:11
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something is brewing today? | ||||
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bigman88
Member |
24-Apr-2013 09:44
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Early in the morning already trading 0.021.  Cheong ah  | ||||
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bigman88
Member |
23-Apr-2013 17:35
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Master Starlene, Their Result is out? Todat closed on 0.02.  hope it can stay on tomorrow and moved up further 
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starlene
Elite |
23-Apr-2013 15:55
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Equation like Rowsley(return to profitability) has turn around at 0.018-0.019cts gd to pick up and maybe sell 0.021-0.023
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seanpent
Elite |
16-Apr-2013 14:28
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sometimes so kway kway ..... sometimes rally like mad horse
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seanpent
Elite |
16-Apr-2013 14:12
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only if got bullets, probably will scoop up  19 too ...  suppose  keep keep for investment should be ok kua ?. | ||||
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bigman88
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16-Apr-2013 14:09
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Don't know.  But those shortlist sure need to cover their position.  So my guess 0.02 should be the price to reflect this counter.  | ||||
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seanpent
Elite |
16-Apr-2013 13:34
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is it taking off yet ? | ||||
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seanpent
Elite |
16-Apr-2013 10:30
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or will shortists be trying further ? |
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seanpent
Elite |
16-Apr-2013 09:16
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seems very stable ..... is it time to shake off shortists ? |
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seanpent
Elite |
16-Apr-2013 08:46
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shortists awaiting  ferocious attack by teasing the lion's den at 18 ? | ||||
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dekmelvie
Senior |
15-Apr-2013 20:29
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I thought this guys shorting this counter. Im vested@.017. Didnt manage to sell last time. To greedy. Now still waiting again.
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halleluyah
Elite |
15-Apr-2013 19:55
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Bro at tis px too risky to short liao.
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