Issue of Shares by Procurri Corporation Pte. Ltd.

DECLOUT LIMITED
(Incorporated in the Republic of Singapore on 21 August 2010)
(Company Registration No. 201017764W)
ISSUE OF SHARES BY PROCURRI CORPORATION PTE. LTD.
1.
ISSUE OF SHARES
The board of directors (the “Directors”) of DeClout Limited (the “Company”, and together
with its subsidiaries, the “Group”) wishes to announce that its subsidiary, Procurri
Corporation Pte. Ltd. (“Procurri Corp”), had on 31 December 2014, issued and allotted an
aggregate of 2,820 new ordinary shares in the capital of Procurri Corp (the “Procurri
Shares”) at the issue price of S$2,539 per Procurri Share to the following subscribers
pursuant to their respective subscription agreements dated 31 December 2014:
(a) 2,620 new Procurri Shares to the Company;
(b) 140 new Procurri Shares to Golden Summit International Ltd.; and
(c) 60 new Procurri Shares to Mr Oan Chim Seng,
(collectively, the “Share Issuance”).
As at the date of this announcement, Procurri Corp has an issued and paid-up share capital
of S$20,972,870.30 comprising 27,620 ordinary shares. Pursuant to the Share Issuance,
Procurri Corp will have an enlarged issued and paid-up share capital of S$28,132,850.30
comprising 30,440 ordinary shares. Based on the management accounts of Procurri Corp as
at 30 November 2014, the net asset value is approximately S$19.9 million.
The shareholders of Procurri Corp and their respective shareholdings in Procurri Corp
immediately before and after the Share Issuance are set out below:
Name of shareholder
DeClout Limited
Before the Share Issuance
Number of Procurri
Percentage
Shares held
shareholding
18,770
68.0%
After the Share Issuance
Number of Procurri
Percentage
Shares held
shareholding
21,390
70.3%
IrruCorp Pte. Ltd.
4,990
18.1%
4,990
16.4%
Verity Solutions Pte. Ltd.
1,890
6.8%
1,890
6.2%
Golden Summit
International Ltd.
Mr Oan Chim Seng
1,380
5.0%
1,520
5.0%
590
2.1%
650
2.1%
TOTAL
27,620
100%
30,440
100%
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The subscription for the new Procurri Shares by the Company was funded by internal
resources.
The aggregate gross proceeds from the Share Issuance will be S$7,159,980 and the expenses
relating to the Share Issuance is immaterial. The Group intends to utilise the net proceeds
from the Share Issuance for the following purposes:
2.
Use of net proceeds
Allocation
Mergers and acquisitions
Approximately 30%
Repayment of loans
Approximately 50%
General working capital
Approximately 20%
INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors or substantial shareholders of the Company, or their respective associates,
has any interest, direct or indirect, in the Share Issuance (other than through their respective
shareholding interests in the Company).
3.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the subscription agreements are available for inspection during normal business hours
from 9.00 am to 5.00 pm at the registered office of the Company at 29 Tai Seng Avenue, #05-01
Natural Cool Lifestyle Hub, Singapore 534119 for a period of three months (3) from the date of
this announcement.
5.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors 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 Share Issuance, the Company and its subsidiaries, and the
Directors are not aware of any facts the omission of which would make any statement in this
announcement misleading. 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
DECLOUT LIMITED
Wong Kok Khun
Chairman and Group Chief Executive Officer
31 December 2014
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This announcement has been prepared by the Company and its contents have been reviewed by the
Company’s sponsor (“Sponsor”), Canaccord Genuity Singapore Pte. Ltd., for compliance with the relevant
rules of the Singapore Exchange Securities Trading LImted (“SGX-ST”). The Sponsor has not independently
verified the contents of this announcement.
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 Karen Soh, Managing Director, Corporate Finance, Canaccord
Genuity Singapore Pte. Ltd. at 77 Robinson Road #21‐02 Singapore 068896, telephone (65) 6854‐6160.
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