The bid raises the ante for agribusiness firms trying to lock in ownership of fertiliser supplies before an expected rebound in crop production.

AP

JADE TECHNOLOGIES HOLDINGS LTD.

(Company Registration Number: 198003839Z)

(the “Company”)

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS AND WARRANTS ISSUE ON

THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY THREE (3) EXISTING ORDINARY

SHARES, WITH FREE DETACHABLE WARRANTS, EACH CARRYING THE RIGHT TO

SUBSCRIBE FOR ONE (1) NEW ORDINARY SHARE IN THE CAPITAL OF THE COMPANY

1. INTRODUCTION

1.1

Company is pleased to announce that the Company is proposing to undertake a

renounceable non-underwritten rights shares and warrants issue (the “

Warrants Issue

(the "

with up to 1,641,224,660 free detachable warrants (“

right to subscribe for one (1) new ordinary share in the capital of the Company (the “

Share

Shares for every three (3) existing ordinary shares in the capital of the Company (the

“

determined by the Directors (the "

(2) Rights Shares subscribed, fractional entitlements to be disregarded.

1.2

Warrants on the basis of one (1) Warrant for every two (2) Rights Shares, with each Warrant

carrying the right to subscribe for one (1) New Share at the exercise price of S$0.005 for each

New Share (“

of issuance.

1.3

Issue on a non-underwritten basis in view of cost savings in respect of underwriting fees.The Rights Shares and Warrants Issue. The board of directors (the "Directors") of theRights Shares and”) of up to 1,641,224,660 new ordinary shares in the capital of the CompanyRights Shares") at an issue price of S$0.010 for each Rights Share (the "Issue Price"),Warrants”), each Warrant carrying theNew”) at the Warrant Exercise Price (as defined below), on the basis of two (2) RightsShares”) held by Entitled Shareholders (as defined below) as at a books closure date to beBooks Closure Date") and one (1) warrant for every twoFree Warrants. The Rights Shares, when subscribed, will be issued together with theWarrant Exercise Price”). The Warrants will be exercisable within two (2) yearsNon-underwritten. The Company has decided to undertake the Rights Shares and Warrants

2. SIZE AND RATIONALE OF THE RIGHTS SHARES AND WARRANTS ISSUE

2.1

approximately 33.333% to the last transacted price of S$0.015 per Share on Catalist on 2

August 2010, being the last transacted price preceding this Announcement.

2.2

of the Company consists of 2,461,836,990 Shares (the “

the Existing Share Capital and assuming that the Rights Shares are fully subscribed for by

Entitled Shareholders, up to:

2.2.1 1,641,224,660 Rights Shares, representing 66.667% of the Existing Share Capital;

and

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2.2.2 820,612,330 New Shares, representing 33.333% of the Existing Share Capital,

will be allotted and issued pursuant to the Rights Shares and Warrants Issue and the exercise

of all the Warrants respectively. Accordingly, the estimated gross proceeds of the Rights

Shares and Warrants Issue will be up to approximately S$20.52 million and the estimated net

proceeds, after deducting estimated expenses of [approximately] S$0.35 million, will be up to

approximately S$20.17 million.

2.3

none of these plans has progressed to a stage where they may be announced. The Company

proposes to undertake the Rights Shares and Warrants Issue to raise funds and to strengthen

the capital base of the Company for its expansion aspirations. As and when these plans are

realised, the Company will make the relevant announcements through the SGXNET.

2.4 Issue Price. The Issue Price of S$0.010 for each Rights Share represents a discount ofIssue size. As at the date of this announcement, the existing issued and paid-up share capitalExisting Share Capital”). Based onRationale. The Company is currently exploring certain business expansion opportunities butUse of proceeds.

2.4.1 Initial Net Proceeds

Assuming the Rights Shares are fully subscribed for, based on the maximum of

1,641,224,660 Rights Shares to be allotted and issued at the Issue Price, the

estimated initial net proceeds of the Rights Shares cum Warrants Issue, after

deducting estimated expenses, is expected to be approximately S$16.10 million

(“

follows:

(a) S$12.88 million to S$15.30 million for investment and/or acquisitions of

titanium related assets; and

(b) S$0.82 million to S$3.22 million for application as general working capital.

2.4.2 Proceeds from the exercise of the Warrants

In the event that all 820,612,330 Warrants are exercised, the estimated gross

proceeds arising from the exercise of the Warrants will amount to approximately

S$4.10 million (“

The Company intends to utilise the Warrants Proceeds for the Group’s general

working capital purposes.

2.4.3 General

Pending the deployment of the net proceeds of the Rights Shares and Warrants

Issue, such proceeds may be deposited with banks and/or financial institutions,

invested in short-term money market instruments and/or marketable securities, or

used for any other purpose on a short-term basis, as the Directors may, in their

absolute discretion, deem fit for the benefit of the Company.

There is no minimum amount which must be raised from the Rights Shares and

Warrants Issue. The Directors are of the opinion that, after taking into consideration

3

the present cash holdings of the Company and the expected proceeds from the

Rights Shares and Warrants Issue, the general working capital available are

sufficient to enable the Company to meet its present requirements.Initial Net Proceeds”). The Company intends to utilise the Initial Net Proceeds asWarrants Proceeds”).

3. PROPOSED TERMS OF THE RIGHTS SHARES AND WARRANTS ISSUE

3.1 The Rights Shares with Warrants

3.1.1

Central Depository (Pte) Ltd (the "

the Books Closure Date, or who have, at least five (5) market days prior to the Books

Closure Date, provided to the Company or CDP, as the case may be, addresses in

Singapore for the service of notices and documents (the "

will be entitled to participate in the Rights Shares and Warrants Issue and receive the

offer information statement to be issued by the Company in connection with the

Rights Shares and Warrants Issue (the “

the accompanying documents at their respective Singapore addresses.

3.1.2

renounce or trade (during the provisional allotment trading period prescribed by the

Singapore Exchange Securities Trading Limited (the “

allotment of Rights Shares with Warrants and will be eligible to apply for additional

Rights Shares with Warrants in excess of their provisional allotments under the

Rights Shares and Warrants Issue (the “

entitlements to the Rights Shares with Warrants will be disregarded and will, together

with the provisional allotments which are not taken up or allotted for any reason, be

aggregated and allotted to satisfy Excess Applications (if any), or disposed of or

otherwise dealt with in such manner as the Directors may, in their absolute discretion,

deem fit for the benefit of the Company. In the allotment of excess Rights Shares with

Warrants, preference will be given to the rounding of odd lots, and substantial

Shareholders and Directors will rank last in priority.

3.1.3

in full upon acceptance and application. The Rights Shares with Warrants will, upon

allotment and issuance, rank

save for any dividends, rights, allotments or other distributions that may be declared

or paid, the record date for which falls before the date of issue of the Rights Shares

with Warrants.

3.1.4

relevant legislation applicable in countries other than Singapore, the Rights Shares

with Warrants will not be offered to Shareholders with registered addresses outside

Singapore as at the Books Closure Date and who have not, at least five (5) market

days prior thereto, provided to the Company or CDP, as the case may be, addresses

in Singapore for the service of notices and documents (the "

For the avoidance of doubt, the Offer Information Statement and the accompanying

documents will not be mailed outside Singapore. If it is practicable to do so,

arrangements may, at the discretion of the Company, be made for the provisional

allotments of Rights Shares with Warrants which would otherwise have been

4

provisionally allotted to Foreign Shareholders to be sold "nil paid" on Catalist as soon

as practicable after dealings in the provisional allotments of Rights Shares with

Warrants commence. The net proceeds arising therefrom will be dealt with in

accordance with the terms and conditions set out in the Offer Information Statement.

3.2 Entitlements. Shareholders whose registered addresses with the Company or TheCDP"), as the case may be, are in Singapore as atEntitled Shareholders"),Offer Information Statement”) together withAcceptance. Entitled Shareholders will be at liberty to accept, decline or otherwiseSGX-ST”)) their provisionalExcess Application”). FractionalPari passu ranking. The Issue Price of the Rights Shares with Warrants is payablepari passu in all respects with the then existing Shares,Foreign Shareholders. For practical reasons and in order to avoid any violation ofForeign Shareholders").The Warrants

3.2.1

Shares upon issue and will be issued in registered form and will be traded on a

book-entry (scripless) settlement basis on Catalist upon the listing and quotation of

the Warrants, subject to,

the Warrants to provide for an orderly market for the Warrants.

3.2.2

conditions to be set out in a deed poll constituting the Warrants (“

the right to subscribe for one (1) New Share at the Warrant Exercise Price, at any

time during the period commencing on and including the date of issue of the

Warrants and expiring on a date immediately preceding the second (2

anniversary of the date of issue of the Warrants. The Warrants Exercise Price and

the number of Warrants to be held by each holder of Warrants will be subject to

adjustments under certain circumstances to be provided for in the Deed Poll.

3.2.3

upon allotment and issue, rank

Shares save that they shall not rank for any dividends, rights, allotments or other

distributions that may be declared or paid, the record date for which is before the

relevant date of exercise of the Warrants.

3.3 Listing and Quotation. The Warrants are immediately detachable from the Rightsinter alia, there being an adequate spread of holdings ofSubscription of New Shares. Each Warrant, will, subject to the terms andDeed Poll”), carrynd)Pari passu ranking. The New Shares arising from the exercise of the Warrants willpari passu in all respects with the then existingOffer Information Statement

The terms and conditions of the Rights Shares and Warrants Issue are subject to such

changes as the Directors may, in their absolute discretion, deem fit. The final terms and

conditions will be contained in the Offer Information Statement to be despatched by the

Company to Entitled Shareholders in due course.

4. APPROVALS

The Rights Shares and Warrants Issue is subject to,

(a) the receipt of approval from Stamford Corporate Services Pte Ltd (the “

respect of the listing and quotation of the Rights Shares, Warrants and New Shares

on Catalist;

(b) the receipt of the listing and quotation notice from the SGX-ST for the dealing in,

listing and quotation of the Rights Shares, Warrants and New Shares on Catalist; and

(c) the lodgment by the Company of the Offer Information Statement with the SGX-ST on

Catalodge.

5

The Company will be making an application to the Sponsor (and if necessary, the SGX-ST)

for permission to deal in, and for the listing and quotation of, the Rights Shares, Warrants and

New Shares on Catalist. An appropriate announcement on the outcome of the application will

be made in due course.

The Offer Information Statement will be lodged with the SGX-ST, acting as agent on behalf of

the Monetary Authority of Singapore, and despatched to Entitled Shareholders in due course.inter alia, the following:Sponsor”) in

5. MANDATE TO ISSUE RIGHTS SHARES AND WARRANTS

The Rights Shares and Warrants are to be issued pursuant to the company general mandate.

No specific shareholders approval will be sought for the Rights Shares with Warrants.

6. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

Save as disclosed in this announcement, none of the Directors and substantial Shareholders

of the Company has any interest, direct or indirect, in the Rights Shares and Warrants Issue

(other than through their respective shareholdings in the Company).

7. RESPONSIBILITY STATEMENT

The Directors (including any Director who may have delegated detailed supervision of the

preparation of this announcement) have taken all reasonable care to ensure that the facts

stated in this announcement are fair and accurate and that no material facts have been

omitted therefrom, and they jointly and severally accept responsibility accordingly.

As and when appropriate, the Company will make further announcements in relation to the

Rights Shares and Warrants Issue.

By Order of the Board of Directors

Lo Swee Oi

Company Secretary

3 August 2010

This announcement has been prepared by the Company and the contents herein have been reviewed

by the Company’s Sponsor, Stamford Corporate Services Pte Ltd, for compliance with the relevant

rules of the 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 statement or

opinion made or report contained in this announcement.

The contact person for the sponsor is Mr. Soh Chun Bin.

Tel: 6389 3000

Email: chunbin.soh@stamfordlaw.com.sg

Stories of note:

 

JADE TECHNOLOGIES
Returns to profitability for Q3 2010

 

Plans to raise up to S$16 mln from rights and warrant issue