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Raffles Education tells SGX RegCo it is in compliance with board diversity policies
RAFFLES Education said it was in compliance in response to queries from the Singapore Exchange Regulation (SGX RegCo) over its implementation of board diversity policy.
The company said that it evaluates board composition at the appointment of a new director and on an ongoing basis to achieve board diversity. In particular, Raffles Education : NR7 0% said that it is in compliance with provision 2.4 of the Code of Corporate Governance regarding the appropriate size and skills for a company&rsquo s board of directors.
Currently, the company&rsquo s board consists of four independent and non-executive directors and one non-independent and non-executive director and one executive director.
&ldquo This composition means most directors are independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of the Company,&rdquo said Raffles Education in a bourse filing on Wednesday (Oct 19).
The directors&rsquo ages range between 50 and 72 years old, and have a variety of skills due to their diverse backgrounds, according to the company. It highlighted the experience of Lim How Teck and Joseph He, two directors that are currently under investigation by the Commercial Affairs Department and the Monetary Authority of Singapore for possible breaches of the Securities and Futures Act.
Other directors like Ng Kwan Meng and Lim Siew Mun were also mentioned, whose experience in banking and finance was highlighted, as well as Chua Chwee Koh&rsquo s rank of Brigadier General in the Singapore Armed Forces. Raffles Education has said that it would look to appoint younger directors as part of the ongoing renewal process.
The company said that the nominating committee consults with the board, with board composition and diversity in mind, in response to a query to detail the process and guidance by the nominating committee in reviewing the board&rsquo s collective skills matrix.
&ldquo Besides the usual knowledge and expertise, the human skills of each candidate are also evaluated,&rdquo said Raffles Education.
shk363 ( Date: 08-Sep-2022 09:27) Posted:
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6% coupon backed by property assets
MakeChanges ( Date: 08-Sep-2022 09:14) Posted:
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late aug till date, there has been alot of buying... i wonder what' s coming
6% coupon backed by property assets
Can' t go any lower I guess.......I hope
PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE OF CONVERTIBLE BONDS AND PLACEMENT OF CONVERTIBLE BONDS &ndash ENTRY INTO UNDERWRITING AGREEMENT AND SUBSCRIPTION AGREEMENT
1. Introduction The board of directors (the &ldquo Board&rdquo ) of Raffles Education Corporation Limited (the &ldquo Company&rdquo , together with its subsidiaries, the &ldquo Group&rdquo ), refers to the announcements on the proposed renounceable underwritten rights issue of convertible bonds and placement of convertible bonds dated 7 June 2022, 8 June 2022, 28 July 2022, 6 August 2022, 22 August 2022 and 30 August 2022 (the &ldquo Rights Issue and Placement Announcements&rdquo ). Unless otherwise defined herein or the context otherwise requires, all capitalised terms used herein shall bear the meaning ascribed to them in the Rights Issue and Placement Announcements. 2. Underwriting Agreement The Board is pleased to announce that the Company and UOB Kay Hian Private Limited (" UOBKH" ) have entered into a definitive underwriting agreement dated 30 August 2022 (&ldquo Underwriting Agreement&rdquo ), pursuant to which (i) UOBKH has agreed to underwrite up to S$22,297,120.10, being the value of the entire principal amount of Rights Issue Bonds (&ldquo Underwritten Rights Issue Bonds&rdquo ) based on the Rights Issue Bond Price of S$0.85 and (ii) the Company has agreed to pay UOBKH an underwriting commission of 3.5% of the issue price of the Underwritten Rights Issue Bonds. The Underwriting Agreement is conditional upon, amongst others: - the lodgement of the Offer Information Statement with the Authority in accordance with the provisions of the Securities and Futures Act 2001 of Singapore - the issue of the Rights Issue Bonds, the conversion of the Rights Issue Bonds to Conversion Shares and the obligations of the underwriter to underwrite the Unsubscribed Rights Issue Bonds not being prohibited by any statute, order, rule, directive or regulation promulgated after the date of the underwriting agreement by any legislative, executive or regulatory body or authority of Singapore on last date for acceptance and/or excess application and payment and renunciation of and payment of the subscription monies for the Rights Issue Bonds (the &ldquo Last Day&rdquo ) on the terms of the Offer Information Statement and - all necessary regulatory consents and approvals in-principle of the SGX-ST required for the admission of the Rights Issue Bonds and Conversion Shares to the Official List of the SGX-ST and the listing and quotation of the Rights Issue Bonds and Conversion Shares on the Official List of the SGX-ST having been obtained on terms and conditions which in the opinion of the Company, and the underwriter, are reasonably acceptable, and being received not later than five (5) Market Days prior to the ex-rights trading date or such other date as the Company, and the underwriter may agree and the same remaining valid and continuing to be in force and effect on the Last Day and any condition imposed by the SGX-ST in giving such approval in-principle which is required, to be fulfilled on or before the Last Day being fulfilled on or before the Last Day to the satisfaction of the SGX-ST or waived by it. 2 3. Subscription Agreement The Board further wishes to announce that the Company and UOBKH have entered into a definitive subscription agreement dated 30 August 2022 (&ldquo Subscription Agreement&rdquo ), pursuant to which UOBKH has agreed to subscribe for S$17,900,000 in principal amount of Placement Bonds. The Company has agreed to pay UOBKH bought deal charges of 3.5% (based on the gross proceeds of the Placement). The Subscription Agreement is conditional upon, amongst others: - the approval-in-principle granted by the SGX-ST for the dealing in and listing and quotation of the Placement Bonds and the Shares to be issued on conversion of the Placement Bonds on the Official List of SGX-ST (the &ldquo Listing Approval&rdquo ) being obtained from the SGX-ST and not having been withdrawn or revoked as of the date of completion of the Placement and, where the Listing Approval is subject to any conditions, such conditions being acceptable to the Company and UOBKH and, to the extent that any such conditions are required to be fulfilled on or before the date of completion of the Placement, they are so fulfilled, and in the event any amendment is made to the conditions in the Listing Approval, such amendments being acceptable to UOBKH - the lodgement of the Offer Information Statement together with all other accompanying documents (if applicable) with the Authority - the General Mandate not having been revoked as of the date of completion of the Placement, and the issuance of the Placement Bonds will not breach the terms of such General Mandate - 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 subscription of the Placement Bonds by UOBKH and to give effect to the subscription of the Placement Bonds by UOBKH, being obtained and not having been withdrawn or revoked before the date of completion of the Placement - there has been no halt or suspension of trading in the Shares on the SGX-ST for a period exceeding three (3) consecutive Trading Days at any time during the three (3) months preceding the date of completion of the Placement, there has been no suspension of trading in the Shares on the SGX-ST for any period pursuant to Rule 1303 of the of the Listing Manual, and the Shares have not been de-listed from the Official List of the SGX-ST and - the subscription of the Placement Bonds by UOBKH not being prohibited by any statute, order, rule, regulation or directive promulgated or issued after the date of the Subscription Agreement by any legislative, executive or regulatory body or authority of Singapore or any other jurisdiction which is applicable to the Company or UOBKH
PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE OF CONVERTIBLE BONDS AND PLACEMENT OF CONVERTIBLE BONDS &ndash ENTRY INTO UNDERWRITING AGREEMENT AND SUBSCRIPTION AGREEMENT
1. Introduction The board of directors (the &ldquo Board&rdquo ) of Raffles Education Corporation Limited (the &ldquo Company&rdquo , together with its subsidiaries, the &ldquo Group&rdquo ), refers to the announcements on the proposed renounceable underwritten rights issue of convertible bonds and placement of convertible bonds dated 7 June 2022, 8 June 2022, 28 July 2022, 6 August 2022, 22 August 2022 and 30 August 2022 (the &ldquo Rights Issue and Placement Announcements&rdquo ). Unless otherwise defined herein or the context otherwise requires, all capitalised terms used herein shall bear the meaning ascribed to them in the Rights Issue and Placement Announcements. 2. Underwriting Agreement The Board is pleased to announce that the Company and UOB Kay Hian Private Limited (" UOBKH" ) have entered into a definitive underwriting agreement dated 30 August 2022 (&ldquo Underwriting Agreement&rdquo ), pursuant to which (i) UOBKH has agreed to underwrite up to S$22,297,120.10, being the value of the entire principal amount of Rights Issue Bonds (&ldquo Underwritten Rights Issue Bonds&rdquo ) based on the Rights Issue Bond Price of S$0.85 and (ii) the Company has agreed to pay UOBKH an underwriting commission of 3.5% of the issue price of the Underwritten Rights Issue Bonds. The Underwriting Agreement is conditional upon, amongst others: - the lodgement of the Offer Information Statement with the Authority in accordance with the provisions of the Securities and Futures Act 2001 of Singapore - the issue of the Rights Issue Bonds, the conversion of the Rights Issue Bonds to Conversion Shares and the obligations of the underwriter to underwrite the Unsubscribed Rights Issue Bonds not being prohibited by any statute, order, rule, directive or regulation promulgated after the date of the underwriting agreement by any legislative, executive or regulatory body or authority of Singapore on last date for acceptance and/or excess application and payment and renunciation of and payment of the subscription monies for the Rights Issue Bonds (the &ldquo Last Day&rdquo ) on the terms of the Offer Information Statement and - all necessary regulatory consents and approvals in-principle of the SGX-ST required for the admission of the Rights Issue Bonds and Conversion Shares to the Official List of the SGX-ST and the listing and quotation of the Rights Issue Bonds and Conversion Shares on the Official List of the SGX-ST having been obtained on terms and conditions which in the opinion of the Company, and the underwriter, are reasonably acceptable, and being received not later than five (5) Market Days prior to the ex-rights trading date or such other date as the Company, and the underwriter may agree and the same remaining valid and continuing to be in force and effect on the Last Day and any condition imposed by the SGX-ST in giving such approval in-principle which is required, to be fulfilled on or before the Last Day being fulfilled on or before the Last Day to the satisfaction of the SGX-ST or waived by it. 2 3. Subscription Agreement The Board further wishes to announce that the Company and UOBKH have entered into a definitive subscription agreement dated 30 August 2022 (&ldquo Subscription Agreement&rdquo ), pursuant to which UOBKH has agreed to subscribe for S$17,900,000 in principal amount of Placement Bonds. The Company has agreed to pay UOBKH bought deal charges of 3.5% (based on the gross proceeds of the Placement). The Subscription Agreement is conditional upon, amongst others: - the approval-in-principle granted by the SGX-ST for the dealing in and listing and quotation of the Placement Bonds and the Shares to be issued on conversion of the Placement Bonds on the Official List of SGX-ST (the &ldquo Listing Approval&rdquo ) being obtained from the SGX-ST and not having been withdrawn or revoked as of the date of completion of the Placement and, where the Listing Approval is subject to any conditions, such conditions being acceptable to the Company and UOBKH and, to the extent that any such conditions are required to be fulfilled on or before the date of completion of the Placement, they are so fulfilled, and in the event any amendment is made to the conditions in the Listing Approval, such amendments being acceptable to UOBKH - the lodgement of the Offer Information Statement together with all other accompanying documents (if applicable) with the Authority - the General Mandate not having been revoked as of the date of completion of the Placement, and the issuance of the Placement Bonds will not breach the terms of such General Mandate - 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 subscription of the Placement Bonds by UOBKH and to give effect to the subscription of the Placement Bonds by UOBKH, being obtained and not having been withdrawn or revoked before the date of completion of the Placement - there has been no halt or suspension of trading in the Shares on the SGX-ST for a period exceeding three (3) consecutive Trading Days at any time during the three (3) months preceding the date of completion of the Placement, there has been no suspension of trading in the Shares on the SGX-ST for any period pursuant to Rule 1303 of the of the Listing Manual, and the Shares have not been de-listed from the Official List of the SGX-ST and - the subscription of the Placement Bonds by UOBKH not being prohibited by any statute, order, rule, regulation or directive promulgated or issued after the date of the Subscription Agreement by any legislative, executive or regulatory body or authority of Singapore or any other jurisdiction which is applicable to the Company or UOBKH
anyone can throw some light on whats going on with the Rights ? If dont subscribe, will holders loose out?
So why SGX approve the issue of right. Who would want to buy it? The price suddenly soared after ex-rights? Who will be the winner?
shk363 ( Date: 26-Aug-2022 11:24) Posted:
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0.85 versus current share 0.058 very big difference!
hschsc ( Date: 26-Aug-2022 09:28) Posted:
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What will be the adjusted price when Ex-rights?
Why RE is able to PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE OF CONVERTIBLE BONDS AND PLACEMENT OF CONVERTIBLE BONDS for $0.85 a right? Any mster can enlighten me? after ex-date what is the price for RE?
👍 👍 👍 wonder who is this towkay.
TheMatrix ( Date: 28-Jul-2022 16:30) Posted:
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Super BB come in... Enter or not?
again insiders taking turns to buy in bulk
Raffles Education Corporation
Two independent directors of Raffles Education Corporation have acquired some of the company&rsquo s shares via market transactions.
On Jul 12, a bourse filing showed that Ng Kwan Meng bought 106,600 shares for a total consideration of S$6,396. Another filing on Jul 13 said Ng bought another 1.3 million shares for a total consideration of S$80,304.
Meanwhile, a filing on Jul 12 showed that Chua Chwee Koh bought 3 million shares for a total consideration of S$180,000.
Ng is among the directors of the company that were notified of their formal arrest and bail conditions of S$30,000 each in February. The directors were involved in investigations related to the company&rsquo s disclosures on a claim by Affin Bank against certain subsidiaries of the company.
Then, Raffles Education said it would not be replacing its directors who were out on bail as the resignation of almost the entire board of directors could destabilise the business and operations.
insiders taking turns to buy in bulk
Raffles Education CEO acquires 13.7 mil shares, upping stake to 34.57%
Chew Hua Seng, Raffles Education&rsquo s chairman, CEO and controlling shareholder, now owns 476.6 million shares, equivalent to 34.57% of the company.
From June 27 to 30, Chew made several share acquisitions in the company via market transactions.
According to bourse filings, Chew, on June 27, purchased 155,000 shares in Raffles Education for a total sum of $9,300, or 6 cents apiece. The purchase had increased Chew&rsquo s share in the company by 0.01% to 33.59%.
On June 28, Chew bought 1 million shares from the market for $60,000, again at 6 cents per share, increasing his stake to 33.66% from 33.59% previously.
On June 30, Chew purchased 12.5 million shares from the market for $750,000, or 6 cents per share. This time, Chew&rsquo s stake stood at 34.57%, from 33.66% previously.
See also: United Hampshire US REIT' s director Goss raises stake OUE steps up share buybacks
Separately on June 29, Chua Chwee Koh, an independent director at Raffles Education, purchased 1 million shares from the market for $60,000, or at 6 cents per share. Chua&rsquo s purchase saw his stake in the company increase to 0.435% from 0.363%.
Raffles Education had announced on June 7 that it was trying to raise proceeds of over $44 million via convertible bonds.
The sum will go to paying off its debt. The remainder will be used as working capital.
Chew will take up his full allotment and may take up additional rights issue bonds &ldquo at his discretion&rdquo .
12.5M shares. dumped by towkay again?
tankoksee ( Date: 01-Jul-2022 13:54) Posted:
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designated shares...........best to aviod....unless u want to tikam n
do charity works or babysitting............or strike toto (probability?)
do charity works or babysitting............or strike toto (probability?)
MakeChanges ( Date: 01-Jul-2022 09:06) Posted:
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internal trade. can' t see buy or sell. haha
shk363 ( Date: 01-Jul-2022 09:04) Posted:
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