IX BIOPHARMA LTD.

(Company Registration No. 200405621W)

(Incorporated in the Republic of Singapore)

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 48,814,711 NEW ORDINARY SHARES IN THE CAPITAL OF IX BIOPHARMA LTD.

  1. INTRODUCTION
    The Board of Directors (the "Board" or "Directors") of iX Biopharma Ltd. (the "Company", and, together with its subsidiaries, the "Group") wishes to announce that the Company is proposing to undertake a renounceable non-underwritten rights issue (the "Rights Issue") of up to 48,814,711 new ordinary shares in the capital of the Company (the "Rights Shares"), at an issue price of S$0.20 for each Rights Share (the "Issue Price"), on the basis of seven (7) Rights Shares for every 100 existing ordinary shares in the issued and paid-up capital of the Company
    ("Shares") held by Entitled Shareholders (as defined herein) as at a date and time to be determined by the Board for the purpose of determining the entitlements of the Entitled
    Shareholders under the Rights Issue (the "Record Date"), fractional entitlements to be disregarded.
  2. THE RIGHTS ISSUE

2.1 The principal terms of the Rights Issue are as follows:

Issue Price

:

S$0.20

Discount

:

The Issue Price represents a discount of:

(a) Approximately 18.4% to the closing market price of S$0.245 per

Share on the Singapore Exchange Securities Trading Limited (the

"SGX-ST") on 8 June 2021 (being the last trading day on which

the Shares were traded on the SGX-ST prior to the release of this

announcement); and

(b) approximately 17.4% to the theoretical ex-rights price ("TERP")1 of

S$0.242 per Share (calculated based on the closing market price

of S$0.245 per Share on the SGX-ST on 8 June 2021 (being the

last trading day on which the Shares were traded on the SGX-ST

prior to the release of this announcement)).

Allotment

:

The Rights Shares are proposed to be offered to Entitled Shareholders

Ratio

(as defined herein) on the basis of seven (7) Rights Shares for every 100

existing Shares held by them on the Record Date, fractional entitlements

to be disregarded.

Use of

:

Please refer to Paragraph 7 for further information on the use of

Proceeds

proceeds.

Purpose of

:

The Company is undertaking the Rights Issue to fund manufacturing and

Rights Issue

marketing activities for the Group's products and for general working

capital purposes. The Rights Issue will also provide shareholders of the

Company ("Shareholders") with an opportunity to maintain their equity

participation in the Company at a reasonable discount. Please refer to

Paragraph 6 for further information.

Non-

:

In view of the Irrevocable Undertakings (as defined herein) by Mr. Eddy

Underwritten

Lee Yip Hang, Mr. Albert Ho Shing Tung, Anson Properties Pte. Ltd., Mr.

Rights Issue

Tan See Tee, Mr. Seah Boon Lock, and Mr. Yeoh Wee Liat as set out in

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Paragraph 5, and the savings in costs enjoyed by the Company as a

result of not having to bear any underwriting fees, and there being no

minimum amount that must be raised from the Rights Issue, the

Company has decided to proceed with the Rights Issue on a non-

underwritten basis.

Status of the

:

The Rights Shares are payable in full upon acceptance and/or application

Rights

and will, upon allotment and issue, rank pari passu in all respects with

Shares

the Company's then existing Shares, save for any dividends, rights,

allotments or other distributions, the record date for which falls on or

before the date of allotment and issue of the Rights Shares.

Offer

:

The terms and conditions of the Rights Issue may be subject to such

Information

changes as the Directors may deem fit. The final terms and conditions of

Statement

the Rights Issue will be contained in the Offer Information Statement

("OIS") and its accompanying documents to be lodged with the SGX-ST,

acting as agent on behalf of the Monetary Authority of Singapore

("MAS"). The OIS will be despatched or, as the case may be,

disseminated by the Company to Entitled Shareholders (as defined

herein) in due course.

Odd Lots

:

Shareholders who hold odd lots of the Rights Shares, and who wish to

trade in odd lots should note that they will be able to do so on the Unit

Share Market. Shareholders should note that the market for trading of

such odd lots of Shares may be illiquid. There is no assurance that the

Shareholders who hold odd lots of Shares will be able to acquire such

number of Shares required to make up a board lot, or to dispose of their

odd lots (whether in part or in whole) on the SGX-ST's Unit Share Market.

Option

to

:

Depending on the level of subscription for the Rights Shares, the

Scale Down

Company will, if necessary, scale down the subscription for the Rights

Shares and/or excess applications for the excess Rights Shares by any

Shareholder (if such Shareholder chooses to subscribe for its pro rata

Rights Shares entitlement and/or apply for excess Rights Shares) to

avoid placing the relevant Shareholder and parties acting in concert with

it or him in the position of incurring a mandatory general offer obligation

under the Singapore Code on Take-overs and Mergers ("Code") as a

result of other Shareholders not taking up their Rights Shares entitlement

fully; or to avoid the transfer of a controlling interest in the Company,

which is prohibited under Rule 803 of the SGXT-ST's Listing Manual

Section B: Rules of Catalist ("Catalist Rules"), unless prior approval of

Shareholders is obtained in a general meeting.

Note:

  1. TERP is calculated based on the following formula, assuming the Rights Issue is fully subscribed:

(Market capitalization of the Company based on the last traded price +

gross proceeds from the Rights Issue)

TERP =

Number of Shares after completion of the Rights Issue

2.2 The allotment and issue of the Rights Shares is proposed to be made pursuant to and within the limits of the general share issue mandate ("Share Issue Mandate") of the Company approved by the Shareholders at the annual general meeting of the Company held on 16 October 2020 ("2020 AGM"), pursuant to Section 161 of the Companies Act, Cap. 50 and Rule

806(2) of the Catalist Rules.

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  1. The Share Issue Mandate, amongst others, authorises the Directors to allot and issue new Shares not exceeding 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the grant of the Share Issue Mandate ("Relevant Share Capital"), provided that the aggregate number of Shares to be issued other than on a pro rata basis to existing Shareholders shall not exceed 50% of the Relevant Share Capital
    ("General Limit").
  2. As the Relevant Share Capital comprised 693,385,689 Shares, the Company may issue up to 693,385,689 new Shares under the Share Issue Mandate on a pro rata basis, under the General Limit.
  3. As the maximum number of Rights Shares to be issued is 48,814,711 and given that no Shares have been issued pursuant to the Share Issue Mandate since the 2020 AGM, the Company will not be seeking specific approval from the Shareholders for the Rights Issue as the basis of the Rights Issue falls within the limit of the Share Issue Mandate.

3. ELIGIBILITY TO PARTICIPATE

  1. The Company proposes to provisionally allot Rights Shares to all Shareholders who are eligible to participate in the Rights Issue ("Entitled Shareholders"), comprising Entitled Depositors and
    Entitled Scripholders (both as defined below), on the basis of their shareholdings as at the Record Date.
    Entitled Depositors
  2. Entitled Depositors are Shareholders with Shares standing to the credit of their securities accounts ("Securities Accounts") and whose registered addresses with CDP are in Singapore as at the Record Date or who have registered addresses outside Singapore and provided CDP with addresses in Singapore for the service of notices and documents not later than 5.00 p.m.
    (Singapore time) on the date falling three (3) market days prior to the Record Date ("Entitled Depositors"). Entitled Depositors will be provisionally allotted the Rights Shares on the basis of the number of Shares standing to the credit of their Securities Accounts with CDP as at 5.00 p.m. (Singapore time) on the Record Date.
    Entitled Scripholders
  3. Entitled Scripholders are Shareholders whose: (a) share certificates are not deposited with CDP; (b) Shares are registered in their own names; and (c) registered addresses with the Company's share registrar, Tricor Barbinder Share Registration Services (the "Share Registrar") are in Singapore as at the Record Date or who have registered addresses outside
    Singapore and provided the Share Registrar with addresses in Singapore for the service of notices and documents not later than 5.00 p.m. (Singapore time) on the date falling three (3) market days prior to the Record Date and persons who have tendered to the Share Registrar valid transfers of their Shares and the certificates relating thereto for registration up to the
    Record Date ("Entitled Scripholders"). Entitled Scripholders will have to submit duly completed and stamped transfers in respect of Shares not registered in the name of CDP, together with all relevant documents of title, so as to be received up to 5.00 p.m. (Singapore time) on the Record Date by the Share Registrar, in order to be registered to determine the transferee's provisional allotments of Rights Shares entitlements.
    Foreign Shareholders
  4. The distribution of the OIS and its accompanying documents may be prohibited or restricted (either absolutely or subject to various securities laws requirements, whether legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions. For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the Rights Shares will NOT be offered to Shareholders with registered addresses outside Singapore and who have not, at least three
    (3) market days prior to the Record Date, provided CDP or the Share Registrar, as the case may be, with addresses in Singapore for the service of notices and documents ("Foreign

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Shareholders"). The OIS to be issued for the Rights Issue and accompanying documents will not be despatched, lodged, registered or filed in any jurisdiction other than Singapore. Accordingly, Foreign Shareholders will not be entitled to participate in the Rights Issue. No provisional allotment of Rights Shares will be made to Foreign Shareholders and no purported acceptance thereof or application for any excess Rights Shares therefore by any Foreign Shareholder will be valid.

  1. The OIS and its accompanying documents will also NOT be despatched to persons purchasing entitlements to Rights Shares through the book-entry (scripless) settlement system if their registered addresses with CDP are outside Singapore ("Foreign Purchasers"). Foreign Purchasers may not accept any "nil-paid" rights credited to their Securities Account unless the Company and its counsel are satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.
  2. Entitlements to Rights Shares which would otherwise have been provisionally allotted to Foreign Shareholders will, if practicable to do so and at the absolute discretion of the Company, be sold "nil-paid" on the Catalist board of the SGX-ST ("Catalist"), as soon as practicable, after dealings in the provisional allotments of Rights Shares commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account expenses to be incurred in relation thereto. The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares entered against their names in the depository register maintained by CDP as at the Record Date and sent to them at their own risk by ordinary post. If the amount of net proceeds to be distributed to any single Foreign Shareholder is less than S$10.00, such amount shall be dealt with as the Directors may, in their absolute discretion, deem fit in the interests of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company, the Directors, the Company's sponsor, UOB Kay Hian Private Limited (the "Sponsor"), the Share Registrar, or CDP and their respective officers in connection therewith.
  3. Where the provisional allotments of Rights Shares are sold "nil-paid" on the Catalist, they will be sold at such price or prices as the Company may, in its absolute discretion, decide and no Foreign Shareholder shall have any claim whatsoever against the Company, the Directors, the Sponsor, the Share Registrar, or CDP and their respective officers in connection therewith. If such provisional allotments of Rights Shares cannot be sold or are not sold on the Catalist as aforesaid for any reason by such time as the SGX-ST shall have declared to be the last day for trading in the provisional allotments of Rights Shares, the new Shares represented by such provisional allotments will be allotted and issued to satisfy applications for excess Rights Shares or disposed of or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company, the Directors, the Sponsor, the Share Registrar, or CDP and their respective officers in connection therewith.
  4. SHAREHOLDERS WITH REGISTERED ADDRESSES OUTSIDE SINGAPORE WHO WISH TO PARTICIPATE IN THE RIGHTS ISSUE SHOULD PROVIDE: (A) CDP AT 11 NORTH BUONA VISTA DRIVE, #01-19/20 THE METROPOLIS TOWER 2, SINGAPORE 138589; OR
    (B) THE SHARE REGISTRAR AT 80 ROBINSON ROAD, #02-00, SINGAPORE 068898, AS THE CASE MAY BE, IN WRITING, WITH ADDRESSES IN SINGAPORE FOR THE SERVICE OF NOTICES AND DOCUMENTS, AT LEAST THREE (3) MARKET DAYS PRIOR TO THE RECORD DATE.

Acceptance, Excess Application and Payment Procedures

3.9 Entitled Shareholders will be at liberty to accept in full or in part, decline or otherwise renounce or, in the case of Entitled Depositors only, trade (during the "nil-paid" rights trading period prescribed by the SGX-ST) their provisional allotments of the Rights Shares and will also be eligible to apply for Rights Shares in excess of their provisional allotments under the Rights Issue. Entitlements which are not allotted or taken up for any reason will be aggregated and issued to satisfy applications, if any, for excess Rights Shares or otherwise disposed of or dealt

4

with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company, subject to applicable laws and the Catalist Rules.

  1. Fractional entitlements to the Rights Shares will be disregarded in arriving at the Entitled Shareholders' entitlements and will, together with the provisional allotments which are not taken up for any reason, be aggregated and used to satisfy excess applications (if any), or otherwise dealt with in such manner as the Directors may in their absolute discretion, deem fit for the benefit of the Company, subject to applicable laws and the Catalist Rules.
  2. In the allotment of excess Rights Shares, preference will be given to Entitled Shareholders for rounding of odd lots, and Directors and substantial Shareholders who have control or influence over the Company in connection with the day-to-day affairs of the Company or the terms of the Rights Issue, or have representation (direct or through a nominee) on the Board will rank last in priority for the rounding of odd lots and allotment of excess Rights Shares.
  3. The Company will also not make any allotment and issue of any Rights Shares that will result in a transfer of controlling interest in the Company, which is prohibited under Rule 803 of the Catalist Rules, unless prior approval of Shareholders is obtained in a general meeting. The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/or sales of the provisional allotments of the Rights Shares and for the applications for excess Rights Shares, including each different mode of acceptance or application and payment, will be contained in the OIS and the relevant application forms.

4 CONDITIONS FOR THE RIGHTS ISSUE

  1. The Rights Issue is subject to, amongst others, the following:
    1. the receipt of the listing and quotation notice from the SGX-ST (and such notice not having been withdrawn or revoked on or prior to the completion of the Rights Issue) for the dealing in, listing of, and quotation for, the Rights Shares on the Catalist and, if such approval is granted subject to conditions, such conditions being acceptable to the Company;
    2. the lodgement of the OIS together with all other accompanying documents (if applicable) with the SGX-ST, acting as agent on behalf of the MAS; and
    3. all other necessary approvals, consents and/or waivers required from any person, financial institution or regulatory body or authority of Singapore or elsewhere under any and all agreements applicable to the Company and/or applicable laws for the Rights Issue and to give effect to the Rights Issue, being obtained and not having been withdrawn or revoked before the completion of the Rights Issue.
  2. The Company will be making an application to the SGX-ST, through the Sponsor, for the listing of, and quotation for, the Rights Shares on the Catalist. An appropriate announcement will be made in due course when the Company receives the listing and quotation notice for the Rights Shares from the SGX-ST.
  3. Thereafter, the OIS will be lodged with SGX-ST, acting as agent on behalf of the MAS, and despatched or, as the case may be, disseminated by the Company to Entitled Shareholders in due course.

5 IRREVOCABLE UNDERTAKINGS

5.1 As at the date hereof:

  1. Mr. Eddy Lee Yip Hang has a direct interest in 165,119,020 Shares and an indirect interest in 17,460,982 Shares, representing approximately 26.18% of the total number of issued Shares;

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IX Biopharma Ltd. published this content on 21 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2021 11:30:02 UTC.