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ATTIKA GROUP LTD. — Share Issue/Capital Change 2026
May 22, 2026
67595_rns_2026-05-22_6c5667a9-c8e3-462f-b8bd-265ee6ee87a7.pdf
Share Issue/Capital Change
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ATTKA
ATTIKA GROUP LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number: 202432308C)
PROPOSED BONUS ISSUE OF UP TO 134,876,300 NEW ORDINARY SHARES ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY ONE (1) EXISTING ORDINARY SHARE IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS
1. INTRODUCTION
The Board of Directors (the "Board") of Attika Group Ltd. (the "Company") and together with its subsidiaries, the Group") wishes to announce that the Company is proposing a bonus issue (the "Proposed Bonus Issue") of 134,876,300 new ordinary shares in the capital of the Company (the "Bonus Shares"), on the basis of one (1) Bonus Share to be credited as fully paid for every one (1) existing ordinary share in the capital of the Company (the "Shares") held by shareholders of the Company (the "Shareholders"), fractional entitlements to be disregarded, as at the record date ("Record Date") to be determined by the Board for the purpose of determining the entitlement of Shareholders under the Proposed Bonus Issue.
2. TERMS OF THE PROPOSED BONUS ISSUE
2.1 Bonus Shares
Based on the issued and paid-up share capital of the Company comprising 134,876,300 Shares (excluding treasury shares and subsidiary holdings) as at the date of this announcement, up to 134,876,300 Bonus Shares will be issued pursuant to the Proposed Bonus Issue (assuming there is no change in the number of issued Shares from the date of this announcement up to the Record Date). The actual number of Bonus Shares to be issued by the Company will depend on the total issued share capital of the Company as at the Record Date.
The Bonus Shares will be allotted and issued as fully paid at nil consideration to entitled Shareholders without capitalisation of the Company's reserves. The Bonus Shares, when allotted and issued, will rank pari passu in all respects with the existing ordinary shares in the capital of the Company and with each other, except that the Bonus Shares will not be entitled to any dividends, rights, allotments or other distributions, the record date of which falls on a date before the date on which the Bonus Shares are allotted and issued.
The Bonus Shares represent 100% of the existing issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company as at the date of this announcement and approximately 50.0% of the enlarged share capital (excluding treasury shares and subsidiary holdings) of the Company following the completion of the Proposed Bonus Issue, assuming there are no other changes to the total issued share capital of the Company as at the Record Date.
2.2 General Mandate
The Bonus Shares will be issued pursuant to the share issue mandate ("General Mandate") granted by the Shareholders by way of an ordinary resolution at the annual general meeting of the Company held on 30 April 2026. The General Mandate authorises Directors to, inter alia, allot and issue new Shares, provided that such number of new Shares to be issued on a pro rata basis to existing Shareholders, does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the date of passing the resolution in relation to the General Mandate.
As at 30 April 2026, the Company had 134,876,300 shares (excluding treasury shares and subsidiary holdings) in issue and accordingly, the Company may issue up to 134,876,300 new Shares under the General Mandate on a pro rata basis. As at date of this announcement, the Company has not issued any new Shares pursuant to the General Mandate and accordingly, the issuance of up to 134,876,300 Bonus Shares will fall within the maximum number authorised under the General Mandate.
2.3 Approval
The Proposed Bonus Issue is subject to, inter alia, the approval of the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the Bonus Shares on the Catalist board of the SGX-ST ("Catalist"). The Company will make an application through its sponsor to the SGX-ST for dealing in, listing of and quotation for the Bonus Shares on the Catalist in due course. The Company will make the necessary announcement upon receipt of the listing and quotation notice from the SGX-ST.
2.4 Compliance with the Catalist Rules
Pursuant to Rule 838 of the SGX-ST Listing Manual Section B: Rules of Catalist (the "Catalist Rules"), an issuer must satisfy the SGX-ST that the daily weighted average price of its shares, adjusted for the bonus issue, will not be less than S$0.20 ("Minimum Price"). In compliance with Rule 838 Catalist Rules, the issuer should compute the adjusted price based on the proposed bonus issue ratio and the lowest daily weighted share price of the shares for the one month period preceding the issuer's proposed bonus issue application.
For illustration purposes only and assuming that the Proposed Bonus Issue application was made on 22 May 2026, being the date of this announcement, the lowest daily weighted average price of the Shares in the one month preceding 22 May 2026 would be S$0.4019 and accordingly, the theoretical ex-bonus price ("TEBP") would be calculated as follows:
$$
\mathrm{TEBP} = \frac{\mathrm{S\$0.4019}}{2} \times 1 = \mathrm{S\$0.201}
$$
Accordingly, the TEBP will be not less than the Minimum Price. Further, the Company confirms that there is no reason to believe that the TEBP is likely to fall below S$0.20 for the one month preceding the date of the application to the SGX-ST for the listing and quotation of the Bonus Shares on the Catalist.
2.5 Record Date
The Bonus Shares will be issued to the Shareholders whose names appear in the Register of Members of the Company or the records of The Central Depository (Pte) Limited, as the case may be, as at the Record Date to be determined by the Board for the purpose of determining the entitlements of Shareholders under the Proposed Bonus Issue. Notice of the Record Date will be given at a later date, after all the necessary approvals in respect of the Proposed Bonus Issue (including, without limitation, the approvals from the SGX-ST) have been obtained.
3. RATIONALE FOR THE PROPOSED BONUS ISSUE
The Company is proposing the Proposed Bonus Issue to reward and give due recognition to Shareholders for their loyalty and continued support for the Company, which has contributed to the growth and expansion of the Group's business. The Proposed Bonus Issue, if carried out, will increase the number of Shares in issue, which may enhance the affordability and accessibility of the Shares to a broader base of investors and potentially improve trading liquidity and overall market participation in the Shares.
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- INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors and substantial Shareholders of the Company has any interest, direct or indirect, in the Proposed Bonus Issue other than through their respective shareholdings in the Company, if any.
- 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 Proposed Bonus Issue, 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 the 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 the announcement in its proper form and context.
- CAUTIONARY STATEMENT
Shareholders and potential investors should note that the Proposed Bonus Issue is subject to, inter alia, the necessary approvals being obtained by the Company, and are therefore advised to exercise caution when dealing or trading in the Shares. Shareholders and potential investors should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the action they should take.
By Order of the Board
Tan Buan Joo
Managing Director and Executive Chairman
22 May 2026
This announcement has been reviewed by the Company's sponsor, RHB Bank Berhad (the "Sponsor") in accordance with Rule 226(2)(b) of the Catalist Rules. 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 Mr Alvin Soh, Head, Corporate Finance, RHB Bank Berhad, at 90 Cecil Street, #03-00 RHB Bank Building, Singapore 069531, Telephone: +65 6320 0627.