ASPIAL CORPORATION LIMITED

(Incorporated in the Republic of Singapore)

(Registration Number: 197001030G)

PROPOSED ACQUISITION BY ASPIAL CORPORATION LIMITED OF ALL THE ISSUED ORDINARY

SHARES ("WCG SHARES") IN THE CAPITAL OF WORLD CLASS GLOBAL LIMITED ("WCG")

(OTHER THAN THE WCG SHARES HELD BY ASPIAL) BY WAY OF A SCHEME OF ARRANGEMENT

PAYMENT OF THE SCHEME CONSIDERATION AND DELISTING OF WCG

1. BACKGROUND

The Board of Directors of Aspial Corporation Limited ("Aspial") refers to:

  1. the scheme document (the "Scheme Document") despatched by World Class Global Limited ("WCG") electronically to the Scheme Shareholders on 28 May 2021, in relation to the proposed acquisition (the "Proposed Acquisition") of all the WCG Shares in the capital of WCG (other than WCG Shares held by Aspial), by way of a scheme of arrangement in accordance with Section 210 of the Companies Act (Chapter 50 of Singapore) and the Singapore Code on Take-overs and Mergers; and
  2. the announcement by WCG dated 28 July 2021 in relation to the payment of the Scheme Consideration and delisting of WCG (the "WCG Announcement"). A copy of the WCG Announcement can be found in the Annex.
    Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Scheme Document.
  1. PAYMENT OF THE SCHEME CONSIDERATION AND DELISTING DATE OF WCG
    As stated in the WCG Announcement, payment of the Scheme Consideration has been made to each Entitled Scheme Shareholder on 28 July 2021. The total Scheme Consideration for the Scheme was satisfied by the allotment and issuance of 191,249,746 new ordinary shares in the capital of Aspial (the "New Aspial Shares"). The New Aspial Shares will be listed and traded on the SGX-ST from 9:00 a.m. on 28 July 2021. Following the allotment and issuance of the New Aspial Shares, the total issued and paid-up share capital of Aspial comprises 2,131,762,150 ordinary shares (excluding 5,383,915 treasury shares).
    As also stated in the WCG Announcement, WCG will be delisted from the Official List of the SGX-ST with effect from 30 July 2021.
  2. RESPONSIBILITY STATEMENT
    The Directors (including any who may have delegated detailed supervision of the preparation of this Announcement) 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 Proposed Acquisition and Aspial and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Announcement misleading.

1

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.

By Order of the Board

Lim Swee Ann

Company Secretary

28 July 2021

2

Annex

WCG Announcement

See attached pages.

3

(Incorporated in the Republic of Singapore)

(Company Registration No. 201329185H)

PROPOSED ACQUISITION BY ASPIAL CORPORATION LIMITED OF ALL THE ISSUED

ORDINARY SHARES IN THE CAPITAL OF WORLD CLASS GLOBAL LIMITED (OTHER THAN

THOSE HELD BY ASPIAL CORPORATION LIMITED) BY WAY OF A SCHEME OF

ARRANGEMENT

PAYMENT OF THE SCHEME CONSIDERATION AND DELISTING OF THE COMPANY

1. INTRODUCTION

The board of directors (the "Board") of World Class Global Limited (the "Company") refers to:

  1. the scheme document (the "Scheme Document") despatched electronically to the Scheme Shareholders on 28 May 2021 in relation to the proposed acquisition by Aspial Corporation Limited (the "Offeror") of all the issued ordinary shares in the capital of the Company (the "WCG Shares") (other than the WCG Shares held by the Offeror) by way of a scheme of arrangement (the "Scheme") in accordance with Section 210 of the Companies Act, Chapter 50 of Singapore and the Singapore Code on Take-overs and Mergers; and
  2. the announcement dated 22 July 2021 released by the Company in relation to, inter alia, the Effective Date of the Scheme.

Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out in the Scheme Document.

2. PAYMENT OF THE SCHEME CONSIDERATION AND DELISTING DATE

The Board wishes to inform WCG Shareholders that it has today received confirmation that payment of the Scheme Consideration has been made to each Entitled Scheme Shareholder on 28 July 2021.

The Board further wishes to announce that the Company will be delisted from the Official List of the SGX-ST with effect from 9.00 a.m. on 30 July 2021.

The Board wishes to take this opportunity to thank all WCG Shareholders for their continued support given to the Company since its initial public offering and listing on the SGX-ST.

1

3. RESPONSIBILITY STATEMENT

The directors of the Company (including any who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement which relate to the Company (excluding information relating to the Offeror) are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading. The directors of the Company jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror, the sole responsibility of the directors of the Company has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. The directors of the Company do not accept any responsibility for any information relating to the Offeror or any opinion expressed by the Offeror.

By order of the Board

WORLD CLASS GLOBAL LIMITED

28 July 2021

_________________________________________________________________________________

This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the "Sponsor"), in accordance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms. Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road, #09-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.

2

Attachments

  • Original document
  • Permalink

Disclaimer

Aspial Corporation Limited published this content on 28 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2021 02:52:03 UTC.