IFS Capital : Outcome of Regulatory Review

REPL::Rights::Voluntary

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REPL::Rights::Voluntary Issuer & Securities

Issuer/ Manager

IFS CAPITAL LIMITED

Security IFS CAPITAL LIMITED - SG1A35000706 - I49

Announcement Details

Announcement Title

Outcome of Regulatory Review

Date & Time of Broadcast 29-Jul-2016 17:34:23 Status Replacement Corporate Action Reference SG160506RHDIML1I Submitted By (Co./ Ind. Name) Chionh Yi Chian Designation Company Secretary Event Status Pending AIP/ LQN Announcement Underwritten No Shareholders' Approval Required? Yes Shareholders' Approval Obtained No Financial Year End 31/12/2016 Foreign Shareholder Eligibility No Attachment for Intent

Proposed Renounceable Non-Written Rights Issue.pdf

Regulatory Outcome

Attachment For Regulatory Outcome

SGX_Announcement_29July2016.pdf

Event Narrative

Narrative

Type Narrative Text

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE WITH AN IRREVOCABLE Additional UNDERTAKING PROVIDED BY A SUBSTANTIAL SHAREHOLDER TO SUBSCRIBE FOR ITS RIGHTS Text ENTITLEMENTS AND ALL OF THE RIGHTS SHARES UNSUBSCRIBED AT THE CLOSE OF THE

RIGHTS ISSUE

Dates

Rights Details

Security Not Found?

No

Renounceable Yes Rights Security Distribution Ratio- Underlying 2 Rights Security Distribution Ratio- Rights Security 3

Option Exercise

REPL::Rights::Voluntary

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Issue Price (Per Rights) SGD 0.22 Disbursed Security ISIN Name Security Type Distribution Ratio- Rights Distribution Ratio- Disbursed

SG1A35000706 IFS CAPITAL LIMITED Ordinary Share 3 2

Renounceable Conditions

Allow Over Subscription

Yes

Attachments

Proposed Renounceable Non-Written Rights Issue.pdf

SGX_Announcement_29July2016.pdf Total size =102K

Related Announcements

06/05/2016 20:55:33

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IFS Capital Limited

(Incorporated in the Republic of Singapore)

Company Registration No. 198700827C PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE WITH AN IRREVOCABLE UNDERTAKING PROVIDED BY A SUBSTANTIAL SHAREHOLDER TO SUBSCRIBE FOR ITS RIGHTS ENTITLEMENTS AND ALL OF THE RIGHTS SHARES UNSUBSCRIBED AT THE CLOSE OF THE RIGHTS ISSUE

1. INTRODUCTION

   The Board of Directors ("Board" or "Directors") of IFS Capital Limited (the "Company") refers to the announcement released by the Company on 6 May 2016 in relation to the Rights Issue ("Announcement"). Unless otherwise defined, all terms and references used herein shall bear the same meanings ascribed to them in the Announcement.

2. CLARIFICATION OF THE PARTIES ACTING IN CONCERT WITH THE UNDERTAKING SHAREHOLDER AND MR. LIM HUA MIN

   The Board refers to the Announcement and wishes to provide the following clarifications:-

3. The list of parties ("Other Parties") presumed to be acting in concert with the Undertaking Shareholder and Mr. Lim Hua Min is as follows:-

   Name	Relationship
   Teo Yew Hock	Executive Director of Phillip Securities Pte Ltd
   Chan Poh Yoke	Mother of Mr. Lim Hua Min
   Lim Wah Lin	Brother of Mr. Lim Hua Min and Executive Director of the Undertaking Shareholder
   Lim Wah Tong	Brother of Mr. Lim Hua Min and Executive Director of the Undertaking Shareholder
   Lim Wah Sai	Brother of Mr. Lim Hua Min and Executive Director of Phillip Securities (HK) Limited
   Lim May-Tjuen Lynette	Daughter of Mr. Lim Hua Min
   Lim Hua Tiong	Brother of Mr. Lim Hua Min
   Ling Hua Leong	Brother of Mr. Lim Hua Min
   Lim Ai Choo	Sister of Mr. Lim Hua Min
   Lim Siew Eng	Sister of Mr. Lim Hua Min
   Lim Siew Hong	Sister of Mr. Lim Hua Min
   Lee Soon Kie	Former Group Chief Executive Officer and Executive Director of the Company and also previously held directorships of various companies controlled by Mr. Lim Hua Min

4. As at the date of this announcement, the Other Parties who have an interest in the Shares is as follows:-

   Number of Shares
   Direct Interest	Deemed Interest	Total(1) (%)
   Teo Yew Hock	413,260	-	0.27
   Chan Poh Yoke	145,200	-	0.10
   Lim Wah Lin	145,200	-	0.10
   Lim Wah Tong	145,200	-	0.10
   Lim Wah Sai	514,250	-	0.34
   Lim May-Tjuen Lynette	14,520	-	0.01
   Lee Soon Kie	992,900(2)	-	0.66

   Notes:-

5. Based on 150,387,866 Issued Shares.

6. Based on the CDP shareholding list as at 30 June 2016.

   In aggregate, the Undertaking Shareholder, Mr. Lim Hua Min and the Other Parties (collectively, the "Concert Parties") have a direct and deemed interest in 63,860,487 Shares which represents 42.46% of the voting rights of the Company.

7. On the assumption that all the Entitled Shareholders subscribe for their respective pro rata entitlements to the Rights Shares and no new Share is issued on or prior to completion of the Rights Issue, upon completion of the Rights Issue, the Concert Parties will have an interest in 159,651,216 Shares, representing approximately 42.46% of the voting rights of the Company.

8. On the assumption that there is zero subscription application for the Rights Shares, no new Share is issued on or prior to completion of the Rights Issue and the Undertaking Shareholder subscribes for its rights entitlements and an excess application for all the Rights Shares excluding its rights entitlements, amounting to 225,581,799 Rights Shares, upon completion of the Rights Issue, the Concert Parties will have an interest in 289,442,286 Shares, representing approximately 76.99% of the voting rights of the Company.

9. RECEIPT OF WHITEWASH WAIVER FROM THE SECURITIES INDUSTRY COUNCIL

   The Board wishes to announce that, on 20 May 2016, the Securities Industry Council granted the Whitewash Waiver subject to the following conditions:-

10. a majority of holders of voting rights of the Company approve at a general meeting, before the Rights Issue, the Proposed Whitewash Resolution by way of a poll to waive their rights to receive a general offer from the Concert Parties;

11. the Proposed Whitewash Resolution is separate from other resolutions;

12. the Concert Parties and parties not independent of the Concert Parties abstain from voting on the Proposed Whitewash Resolution;

13. the Concert Parties did not acquire or are not to acquire any Shares or instruments convertible into and options in respect of Shares (other than subscriptions for, rights to subscribe for, instruments convertible into or options in respect of new Shares which have been disclosed in the circular to Shareholders ("Circular")):-