Winking Studios Limited Proposed Acquisition

Dow Jones
01-17

(1) Based on the total number of issued Shares of the Company as at 31 December 2023 and the increase in the total number of issued Shares as a result of the 2024 Placement Exercises.

(2) The NTA after the Proposed Acquisition and the Incentive Arrangements is computed by aggregating the NTA of the Target Group with the Company's NTA as at 31 December 2023.

(3) Based on the total number of issued Shares of the Company as at 31 December 2023 and the increase in total number of issued Shares as a result of the 2024 Placement Exercises and assuming that the full issuance of all the Incentive Shares at the Illustrative Issue Price of S$0.2735 (or approximately RMB1.4665 ([31]) or GBP0.1640 ([32]) ) per Incentive Share.

*This column merely includes the number of issued Shares and the funds raised from the 2024 Placement Exercises (where applicable).

(b) Effect on EPS

For illustrative purposes only, the proforma financial effects of the Proposed Acquisition and the Incentive Arrangements on the consolidated earnings of the Group, assuming that the Proposed Acquisition and the Incentive Arrangements had been completed on 1 January 2023, being the beginning of the most recently audited and completed financial year, are set out below:

As at 31 After the After the December 2023 2024 Placement 2024 Placement Exercises, Exercises, but before and the completion the completion of the Proposed of the Proposed Acquisition Acquisition and the Incentive and the Incentive Arrangements Arrangements* Net profits (1) (US $ '000) 1,780 1,780 4,067(3) --------------- ------------------- -------------------- Weighted average number of Shares ('000) 243,881(2) 404,048(2) 448, 657 (4) --------------- ------------------- -------------------- EPS (US cents) 0.73 0.44 0.91 --------------- ------------------- --------------------

Notes:

(1) Net profit means profit attributable to owners of the parent.

(2) The weighted average number of ordinary Shares for FY2023 of 243,381,211 and adjusted for the increase in the number of ordinary Shares to 404,047,878 assuming the completion of the 2024 Placement Exercises.

(3) The net profits after the Proposed Acquisition and the Incentive Arrangements is computed by aggregating the net profit of the Target Group of approximately US$2.3 million for FY2023 with the Company's net profit for FY2023.

(4) The weighted average number of ordinary Shares for FY2023 of 243,381,211 and adjusted for the increase in the number of ordinary Shares to 404,047,878 as a result of the 2024 Placement Exercises and assuming the full issuance of all the Incentive Shares at the Illustrative Issue Price of S$ 0.2735 (or approximately RMB1.4665 ([33]) or GBP0.1640 ([34]) ) per Incentive Share.

*This column merely includes the number of issued Shares and the funds raised from the 2024 Placement Exercises (where applicable).

(c) Effect on share capital of the Company

The effect of the Proposed Acquisition and the Incentive Arrangements on the issued and paid-up share capital of the Company is set out below:

As at 31 Before the After the December 2023 completion completion of the Proposed of the Proposed Acquisition Acquisition and the Incentive and the Incentive Arrangements Arrangements (1) Issued and S$11,187,931 S$ 17,614,598 S$ 18,269,011.12(2) paid-up share represented represented represented capital by 279,698,275 by 440,364,942 by 456,725,278 Shares Shares Shares ---------------- ------------------- --------------------

Notes:

(1) Assuming the issuance of 16,360,336 Incentive Shares, at the Illustrative Issue Price of S$ 0.2735 (or approximately RMB1.4665 ([35]) or GBP0.1640 ([36]) ) per Incentive Share, being the weighted average price for trades done on the SGX-ST for the preceding market day up to the time the Incentive Agreements were signed.

(2) This figure is calculated by adding the existing 440,364,942 Shares in the capital of the Company to 16,360,336 Incentive Shares, assuming the full issuance of 16,360,336 Incentive Shares at the Illustrative Issue Price of S$ 0.2735 (or approximately RMB1.4665 ([37]) or GBP0.1640 ([38]) ) per Incentive Share, and multiplying the result by S$0.04, being the par value of each Share.

(d) Gearing

The Proposed Acquisition and Incentive Arrangements will not have any impact on the gearing ratio on the Group as the Target Group has no gearing following the full repayment of all of its borrowings as at 30 November 2024.

6. RELATIVE FIGURES IN RESPECT OF THE PROPOSED ACQUISITION AND THE INCENTIVE ARRANGEMENTS

The relative figures in respect of the Proposed Acquisition and the Incentive Arrangements pursuant to Rule 1006 of the Catalist Rules based on the latest announced consolidated financial statements of the Group as at 30 June 2024 are as follows:

Catalist Bases of computation Relative figures Rule (%) 1006(a) The net asset value ("NAV") Not applicable(1) of the assets to be disposed of, compared with the Group's NAV --------------------------------------------- ------------------------- The net profits attributable to the assets acquired or disposed of, compared with the Group's 1006(b) net profits 53. 40 (2) --------------------------------------------- ------------------------- The aggregate value of the consideration given or received, compared with the Company's market capitalisation(3) based on the total number of issued Shares excluding treasury 1006(c) shares 2 3.70 (4) --------------------------------------------- ------------------------- 1006(d) The number of equity securities 3.72 (5) issued by the Company under the Incentive Arrangements, For the avoidance compared with the number of of doubt, the Incentive equity securities previously Shares to be issued in issue under the Incentive Arrangements do not form part of the consideration payable for the Proposed Acquisition. --------------------------------------------- ------------------------- 1006(e) The aggregate volume or amount Not applicable(6) of proved and probable reserves to be disposed of, compared with the aggregate of the Group's proved and probable reserves. This basis is applicable to a disposal of mineral, oil and gas assets by a mineral, oil and gas company, but not to an acquisition of such assets. --------------------------------------------- -------------------------

Notes:

(1) This basis is not applicable to the Proposed Acquisition and the Incentive Arrangements, which are not a disposal.

(2) Under Catalist Rule 1002(3)(b), "net profits" means profit or loss including discontinued operations that have not been disposed and before income tax and non-controlling interests. Based on the latest announced consolidated financial statements of the Group for the 6-month period ended 30 June 2024, the net profits of the Group were approximately US$1,007,000 (or approximately RMB 7.39 million ([39]) or S$ 1.38 million ([40]) or GBP 0.8 million ([41]) ). Based on the latest unaudited financial statements of the Target for the same financial period, the net profits attributable to the Target were approximately RMB 3,942,197 (or approximately US$ 0.73 million [42] or GBP 0.44 million ([43]) ).

(3) Under Catalist Rule 1002(5), "market capitalisation" is determined by multiplying the number of issued Shares by the volume weighted average price of such Shares transacted on 16 January 2025, being the last market day whereby the Shares were traded preceding the date of the Equity Purchase Agreements.

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January 17, 2025 02:09 ET (07:09 GMT)

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