Further to the announcement dated 22 July 2013 on the Term Sheet, the Board wishes to announce that the Company has today entered into a conditional subscription Agreement (the " Subscription Agreement" ) with the ELN Subscriber and Advance Capital Partners Limited (" ACP" ) as the investment manager of the ELN Subscriber pursuant to which the Company proposes to issue to the ELN Subscriber the Notes in three (3) tranches of principal amounts of S$15,000,000 (" Tranche 1 Notes" ), S$15,000,000 (" Tranche 2 Notes" ) and S$20,000,000 (" Tranche 3 Notes" ) respectively. The Notes each comprise of sub-tranches with (i) Tranche 1 Notes comprising fifteen (15) equal sub-tranches of S$1,000,000 each (ii) Tranche 2 Notes comprising ten (10) equal sub-tranches of S$1,500,000 each and (iii) Tranche 3 Notes comprising ten (10) equal sub-tranches of S$2,000,000 each (the " Proposed Issue" ). The Notes will not be listed on the Mainboard of the Singapore Exchange Securities Trading Limited (" SGX-ST" ) and are convertible into new ordinary shares in the capital of the Company upon the terms and conditions of the Subscription Agreement (the " Conversion Shares" ).

" FPGPL agreed to collaborate exclusively for the purposes of designing, manufacturing, business development, marketing and commercialization of the battery packs for mobile multimedia, communication and portable electronic devices using the polyimide separator technology with three-dimensional porous structure and related technologies (the " 3DOM Battery" ) currently held by FPGPL through its subsidiary 3DOM Technology Inc. (" 3DOM" )."

And upcoming projects. I am now deliberating how this is going to transform the company. I believe more announcements in on the way

Wah Lau should have entered last Friday ..... if only ,,, you know what i mean .... if only  

 

APPROVAL IN-PRINCIPLE FOR LISTING AND QUOTATION 

I. INTRODUCTION

The Board of Directors (the " Board" ) of Transcu Group Limited (the " Company" ) refers to the announcement dated 22 July 2013 on the Term Sheet and the announcement dated 20 August 2013 on the Subscription Agreement (the " 20 August Announcement" )  in relation to the Notes. Unless otherwise defined, all capitalised terms shall be as defined in the 20 August Announcement.

The Board is pleased to announce that the Singapore Exchange Securities Trading Limited (the " SGX-ST" ) has on 18 October 2013 approved in-principle the Company's application for the listing and quotation of :

(a) up to 6,250,000,000 Conversion Shares arising from the conversion of Notes and

(b) up to 55,555,556 new ordinary shares in the capital of the Company to be allotted and issued to the Subscriber (the " Commitment Shares" ) in satisfaction of the Commitment Fee payable by the Company to the Subscriber.

II. CONDITIONS UNDER THE APPROVAL IN-PRINCIPLE

SGX-ST has approved in-principle the listing and quotation of up to 6,250,000,000 Conversion Shares and up to 55,555,556 Commitment Shares subject to the following conditions :

(a) compliance with SGX-ST?s listing requirements

(b) shareholders? approval for the Proposed Issue, the Conversion Shares and the Commitment Shares

(c) a written undertaking from the Company that it will comply with Listing Rule 704(30) and Listing Rule 1207(20) in relation to the use of the proceeds from the Proposed Issue and where proceeds are to be used for working capital purposes, the Company will disclose a breakdown with specific details on the use of proceeds for working capital in the Company's announcements on the use of proceeds and in the annual report

(d) a written confirmation from the Company that it will comply with Listing Rule 803

(e) a written confirmation from the Company that it will not place the Notes, the Conversion Shares and Commitment Shares to persons prohibited under Rule 812(1) of the Listing Manual

(f)  a written confirmation from the Company that the terms of the Notes do not permit revision of the exercise price/ratio in any form, other than in compliance with Listing Rule 829(1)

(g) a written confirmation from the Company to announce any adjustment made pursuant to Listing Rule 829(1) and

(h) a written undertaking from the Company that it will comply with Listing Rule 831.

The above in-principle approval of the SGX-ST is not to be taken as an indication of the merits of the Proposed Issue, the Conversion Shares, the Commitment Shares, the Company and/or its subsidiaries.

Shareholders are advised to read this announcement and any further announcements by the Company carefully. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take.

By Order of the Board

Transcu Group Limited

Lawrence Komo Chief Executive Officer 19 October 2013