Common use of The Subscription Shares Clause in Contracts

The Subscription Shares. The Subscription Shares, when allotted and issued, shall be free from all claims, charges, liens and other encumbrances and shall rank pari passu in all respects with the existing ordinary Shares in the issued share capital of the Company as at the date of issue of the Subscription Shares, except for any dividends, rights, distributions, allotments or other entitlements the record date of which falls before such date of issue. The Company will, if necessary, scale down the subscription for the Subscription Shares to avoid placing the Subscriber and parties acting in concert (as defined under the Singapore Code on Take-overs and Mergers (the “Code”) with him (if any) in the position of incurring a mandatory general offer obligation under the Code as a result of the Proposed Acquisition not being approved by the Shareholders at the EGM to be convened and/or the Proposed Acquisition not completing for any reason whatsoever and/or the Consideration Shares not being allotted and issued to the Vendor (or such persons as persons designated by the Vendor) (the “Scaleback Arrangement”). Based on the Existing Share Capital (assuming no new Shares are issued on or prior to completion of the Proposed Subscription) and assuming that the Proposed Acquisition is not approved by Shareholders at the EGM and/or that the Proposed Acquisition does not complete, for any reason (the “Minimum Subscription Scenario”), the Company will allot and issue 201,100,000 Subscription Shares to the Subscriber. The Subscription Shares represent approximately 27.00% of the Existing Share Capital and approximately 20.07% of the enlarged share capital of the Company immediately after the completion of the Proposed Subscription and the Proposed Share Issuances (excluding the issuance of the Consideration Shares). Based on the Existing Share Capital (assuming no new Shares are issued on or prior to completion of the Proposed Subscription) and assuming that the Proposed Acquisition is approved by Shareholders at the EGM and that the Proposed Acquisition completes, (the “Maximum Subscription Scenario”), the Company will allot and issue 407,000,000 Subscription Shares to the Subscriber. The Subscription Shares represent approximately 54.65% of the Existing Share Capital and approximately 24.07% of the Enlarged Share Capital of the Company immediately after the completion of the Proposed Acquisition, the Proposed Subscription and the Proposed Share Issuances. For the avoidance of doubt, the Maximum Subscription Scenario does not contemplate the Scaleback Arrangement taking place in connection with the allotment and issuance of the Subscription Shares. Under the terms of the Subscription Agreement, the Company undertakes not to engage in any fundraising exercise for a period of 12 months subsequent to the completion of the Proposed Subscription without the consent of the Subscriber (such consent not to be unreasonably withheld). In the event that the Company proposes to issue further new Shares (the “Additional Shares”) to a third party or third parties at any time during the 12 month period commencing from the Issue Date (as defined below in section 4.9 of this announcement), the Subscriber shall have the right to subscribe for such number of Additional Shares necessary to maintain or restore the Subscriber’s shareholding to less than 29.9% of the share capital of the Company on an enlarged basis, unless waived by the Subscriber. Where the Subscriber elects to subscribe for such Additional Shares, such Additional Shares shall be allotted and issued to the Subscriber on the same terms and conditions as the Additional Shares are issued and sold to third parties. If for any reason, the issuance of Additional Shares to the third parties does not complete, the Subscriber’s right to subscribe for such issuance of Additional Shares shall lapse (the “Anti-Dilution Mechanism”). There is no moratorium imposed on the Subscription Shares.