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AMOS GROUP LIMITED — Capital/Financing Update 2026
Jan 27, 2026
67457_rns_2026-01-27_02b9ce88-6322-4222-a8c8-f3fa862e722e.pdf
Capital/Financing Update
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AMOS GROUP LIMITED (Company Registration No. 201004068M) (Incorporated in Singapore) (the " Company ")
PROPOSED DISPOSAL OF ASSETS IN AMOS GROUP LIMITED – DISCLOSEABLE TRANSACTION UNDER CHAPTER 10 OF THE SGX-ST LISTING MANUAL
1. INTRODUCTION
The Company entered into a master agreement (“ Master Agreement ”) and ancillary agreements (“ Transaction Documents ”) between AMOS Group Limited and its wholly owned subsidiaries (the “ AMOS Group ”) and Everise Shipping (Singapore) Holdings Pte. Ltd., holding company of Seven Seas Group and its subsidiaries (the “ Seven Seas Group ”), pursuant to which the AMOS Group has agreed to sell, and the Seven Seas Group has agreed to purchase (whether directly or through entities designated within the Seven Seas Group), the following:
(i) the entire shareholding interest in Amos International (HK) Limited. (“ HK Subsidiary ”)
(ii) the entire shareholding interest in the Amos Korea Co. Ltd. (“ KR Subsidiary ”)
(iii) certain assets owed by Amos International (S) Pte. Ltd. (“ SG Subsidiary ”) and Amos International (Shanghai) Co. Ltd (“ CN Subsidiary ”);
collectively, the “ Sale Assets ”.
In each case, subject to and upon the terms and conditions set out in this Agreement and the relevant Transaction Documents (as defined in the Master Agreement).
The Proposed Disposal constitutes a disclosable transaction under Chapter 10 of the SGX-ST Listing Manual (“ Listing Manual ”), as Consideration exceeds 5% but does not exceed 20% of the market capitalisation of the Company under Rule 1006.
2. DESCRIPTION OF THE BUSINESSES
The Sale Assets are principally engaged in the provision of marine supplies and consumables to customers in the offshore oil and gas and marine industries.
3. CONSIDERATION & PAYMENT TERMS
Seven Seas Group will pay total Consideration in the form of S$1,880,000 cash payment upon Completion of the Transaction subject to satisfaction of agreed conditions. There are no deferred consideration and no earn-out component. There are no put/call options, convertible rights, or other material conditions attached to the disposal.
The Consideration was arrived at on a willing-buyer, willing-seller basis after taking into account the historical financial performance of the Sale Assets; the net asset value of Sale Assets; the market valuation benchmarks for comparable service providers in the marine supplies sector.
4. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL
The Proposed Disposal constitutes a disclosable transaction under Chapter 10 of the SGX-ST Listing Manual (“ Listing Manual ”), as Consideration exceeds 5% but do not exceed 20% of the market capitalisation of the Company under Rule 1006.
| Rule 1006 | Bases | Relative Figure |
|---|---|---|
| (a) | The net asset value of the assets to be disposed of, compared with the Group's net asset value |
5.53% |
| (b) | The net loss attributable to the assets acquired or disposed of, compared with the Group's net loss |
7.30% |
| (c) | The aggregate value of the consideration payable for the Proposed Acquisition, compared with the Company's market capitalisation2based on the total number of issued Shares excluding treasury shares |
13.27% |
| (d) | The number of equity securities to be issued by the Company as consideration for an acquisition, compared with the number of equity securities of the Company previously in issue |
Not applicable |
| (e) | The aggregate volume or amount of proved and probable reserves to be disposed of, compared withthe Group's probable and provedreserves |
Not applicable |
Notes:
(1) The net asset value of the KR Subsidiary and HK Subsidiary to be disposed is based on their unaudited financial statements with adjustments on intercompany balances. The net asset value of certain inventories of SG Subsidiary and certain inventories of CN subsidiaries are based on their latest book value as of Nov 2025.
(2) Calculated by multiplying the number of shares in issue (excluding treasury shares) of 208,331,031 by the last share price of S$0.068 per share as of 9 December 2024.
5. VALUE OF THE ASSETS DISPOSED OF
The book value and net tangible asset (“NTA”) value of the Sale Assets, based on the latest unaudited financial statements of HK Subsidiary, KR Subsidiary and certain assets for FY2025, as well as the most recent book values for certain inventories of SG Subsidiary and certain inventories of CN subsidiaries, are as follows:
| Item | Amount (SGD) |
|---|---|
| Book value (S$’million) | 3.13 |
| NTA value (S$’million) | 3.13 |
| Net loss (S$’million) | -0.73 |
The purchase price of S$1.88 million represents S$ 1.25 million below the book value of the Company on a consolidated basis.
6. FINANCIAL IMPACT OF THE TRANSACTIONS
The financial effects of the Proposed Disposal on the Company as set out below are for illustrative purposes only and are not intended to reflect the actual future financial performance or position of
the Company immediately after completion of the Proposed Disposal. They are prepared based on latest announced full year audited consolidated financial statements of the Company, FY2025, being the most recently completed financial year.
6.1 Net Tangible Assets (“NTA”)
For illustrative purposes only and assuming that the Proposed Disposal had been completed on 31 March 2025, the pro forma financial effects of the Proposed Disposal on the NTA of the Company are as follows:
| Item | Before the Proposed Disposal |
After the Proposed Disposal |
|---|---|---|
| Consolidated NTA (S$’million) | 56.5 | 55.2 |
| Number of shares in issue (excl. treasury shares) |
208,331,031 | 208,331,031 |
| Consolidated NTA per Share (cents) | 27.10 | 26.51 |
The Proposed Disposal will result in a net loss of S$1.25 million.
6.2 Earnings Per Share (“EPS”)
For illustrative purposes only and assuming that the Proposed Disposal had been completed on 1 April 2025, the pro forma financial effects of the Proposed Disposal on the EPS of the Company are as follows:
| Item | Before the Proposed Disposal |
After the Proposed Disposal |
|---|---|---|
| Net loss attributable to equity shareholders of the Company (S$’ million) |
(10.0) | (10.5) |
| Weighted average number of ordinary shares |
208,331,031 | 208,331,031 |
| EPS–Basic and Diluted (cents) | (4.80) | (5.05) |
7. RATIONALE FOR THE TRANSACTION
The Transaction allows the Group to streamline its operations and focus on its core Energy businesses, while unlocking value from the Sale Assets. This move will enable the Sale Assets to better leverage Seven Seas’ global network to support its growth. The Proposed Disposal is expected to result in a loss of S$1.25 million to the Company.
The proceeds will be used for working capital.
8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS
No Directors or controlling shareholders of the Company has any direct or indirect interest in the Proposed Disposal, other than through their respective shareholdings in the Company.
9. BOARD COMPOSITION AND GOVERNANCE ARRANGEMENTS
Following completion, the Seven Seas Group will fully own the KR Subsidiary and HK Subsidiary, and therefore form the board of directors accordingly.
By Order of the Board
Kyle Arnold Shaw Jr Executive Chairman Amos Group Limited 27 January 2026