LPS Clause Samples
The LPS (Limitation of Liability and Proportionate Sharing) clause sets out the maximum extent to which a party can be held liable for losses and how liability is shared among multiple responsible parties. In practice, this clause often caps the financial exposure of each party and specifies that if more than one party is at fault, each is only responsible for their share of the damages, rather than the entire loss. Its core function is to allocate risk fairly and predictably, preventing any single party from bearing disproportionate liability in the event of a claim.
LPS. Assuming that the Transfer of Properties had been effected on 1 July 2020 (being the beginning of the most recently completed financial year ended 31 December 2021), the effects of the Transfer of Properties on the LPS of the Group would be as follows: Before the Transfer of Properties After the transfer of the Contra Properties(1) After the transfer of the Contra Properties and the Optional Properties (assuming all six (6) Optional Properties are transferred)(1) Net loss attributable to shareholders (RM) 22,877,000 20,356,000 17,941,000 Weighted average no. of ordinary shares – Basic 1,869,434,303 1,869,434,303 1,869,434,303 LPS (RM cents) - Basic 1.22 1.09 0.96
LPS. For illustrative purposes and assuming the Loan Shares, had been allotted and issued at the beginning of FY2017, with S$4.0 million of Loan being converted at Loan Conversion Price of S$0.08 per Loan Share. Before the issuance of the Loan Shares Loan Shares After the issuance of the Loan Shares (Loss) after tax (S$’000) (9,178) - (9,178) Number of weighted average shares (‘000) 833,005 50,000 883,005 LPS (cents) (1.10) - (1.04)
LPS. Assuming that the Proposed Disposal had been completed 1 January 2019, being the beginning of the most recently completed financial year of the Company, the loss attributable to Shareholders and the financial effects on the LPS of the Company for FY2019 would be as follows: Before the Proposed Disposal After the Proposed Disposal (assuming deduction of Withholding Tax Amount only) After the Proposed Disposal (assuming deduction of Withholding Tax Amount and Retention Amounts) Loss attributable to Shareholders (US$ ‘000) (25,582) (25,282) (25,570) Weighted average no. of ordinary shares, excluding treasury shares (in million) 13,169 13,169 13,169 LPS (US$ cents) (excluding treasury shares) (0.19) (0.19) (0.19)
LPS. For the financial year ended 31 December 2018 Before issuance of Conversion Shares and Bonds Referral Shares After issuance of Conversion Shares and Bonds Referral Shares Loss attributable Company (US$‘) to owners of the 6,139,065 7,972,716(2) Weighted average number of Shares 1,001,049,934(1) 2,834,383,266 Loss per Share (US$ cents) 0.61 0.28
LPS. For FY2023 Before issue of Conversion Shares After issue of Conversion Shares
LPS. Assuming that the Transactions were completed on 1 June 2020, the pro forma financial effects on the Group’s LPS would be as follows: Before the Transactions After the Transactions Loss after income tax (S$’000) (7,869) (8,320) Number of Shares 842,266,333 849,303,716 LPS (Singapore cents) (0.93) (0.98)
LPS. As at 31 December 2017 After Issuance of Conversion Shares After Issuance of CL Warrant Shares As at 31 December 2017 After Issuance of Conversion Shares After Issuance of CL Warrant Shares 11. CHANGES IN SHAREHOLDING INTEREST OF CONTROLLING SHAREHOLDER, LENDERS AND INTRODUCER Existing After completion of Proposed Acquisition and Proposed Placement Assuming completion of Proposed Acquisition and Proposed Placement After issuance of Conversion Shares After issuance of Conversion Shares and CL Warrant Shares No. of Shares % of total issued Shares (1) No. of Shares % of total issued Shares (2) No. of Shares % of total issued Shares (3) No. of Shares % of total issued Shares (4) Notes:
(1) Based on the existing issued and paid-up share capital of the Company of 132,000,000 Shares.
(2) Based on the enlarged share capital of the Company of 172,675,555 Shares, after the issuance and allotment of 14,000,000 consideration Shares pursuant to the completion of the Proposed Acquisition, and the issuance and allotment of 26,675,555 Shares pursuant to the completion of the Proposed Placement.
(3) Based on the enlarged share capital of the Company of 266,364,443 Shares, after the issuance and allotment of 93,688,888 Conversion Shares (being the Maximum Number of Conversion Shares based on the assumptions set out in paragraph 9.1 of this announcement) and the completion of the Proposed Acquisition and Proposed Placement. Shareholders may also wish to refer to footnote (1) of this announcement.
(4) Based on the enlarged share capital of the Company of 296,364,443 Shares, after the issuance and allotment of 93,688,888 Conversion Shares (being the Maximum Number of Conversion Shares based on the assumptions set out in paragraph 9.1 of this announcement), and 30,000,000 CL Warrant Shares (assuming that the Introducer exercises all 30,000,000 CL Warrants at the Exercise Price) and the completion of the Proposed Acquisition and Proposed Placement. Shareholders may also wish to refer to footnote (1) of this announcement.
(5) ▇▇ ▇▇▇▇ ▇▇▇ will be deemed to be interested in the Shares held by his spouse, ▇▇ ▇▇▇ ▇▇▇▇ Kiock. Pursuant to the Proposed Acquisition, 14,000,000 consideration Shares will be issued to ▇▇ ▇▇▇ ▇▇▇▇ Kiock (being the vendor to the Proposed Acquisition). Accordingly, ▇▇ ▇▇▇▇ ▇▇▇ will be deemed to be interested in the 14,000,000 Shares to be issued and allotted to ▇▇ ▇▇▇ ▇▇▇▇ Kiock pursuant to the completion of the Proposed Acquisition. Shareholders should note t...
LPS. FY2020 Before the Proposed Investment After the Proposed Investment
LPS. Assuming that the Proposed Settlement had been effected on 1 July 2020 (being the beginning of the most recently completed financial year ended 31 December 2021), the effects of the Proposed Settlement on the LPS of the Group would be as follows: Before the Proposed Settlement After the transfer of the Contra Properties(1) After the transfer of the Contra Properties and the Escrow Properties (assuming the enforcement of all Escrow Property Transfer Documents)(1) Net loss attributable to shareholders (RM) 22,875,022 17,416,950 13,208,999 Weighted average no. of ordinary shares – Basic 1,869,434,303 1,869,434,303 1,869,434,303 LPS (RM cents) - Basic 1.22 0.93 0.71
(1) Taking into account the estimated expenses relating to the transfer of the Contra Properties and/or the Escrow Properties.
LPS. Assuming that the Proposed Acquisition was completed on 1 January 2013 and 1 January 2014 respectively, the effects on the consolidated LPS are as follows: FY2013 FY2014 Loss attributable to shareholders of the Company (RM’000) 4,946 25,143(1) 11,810 25,440(2) Weighted average number of shares (RM’000) 226,818 226,818 226,818 226,818 Basic LPS (▇▇ ▇▇▇) 2.2 11.1 5.2 11.2
(1) Assuming interest expenses of RM0.925 million arising from cost of borrowing that bear interest rates ranging from 5.00% to 7.85% per annum, professional fees payable to the professionals of RM0.124 million and net loss attributable to the Target Companies for FY2013 amounted to RMB36.130 million (or approximately RM19.150 million).
(2) Assuming interest expenses of RM0.981 million arising from cost of borrowing that bear interest rates ranging from 5.00% to 7.85% per annum, professional fees payable to the professionals of RM0.124 million and net loss attributable to the Target Companies for FY2014 amounted to RMB21.975 million million (or approximately RM12.526 million).