My goodness. Worse than I thought....
AUSSINO GROUP LTD
(Company Registration No.: 199100323H)
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UPDATE ON DELISTING
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The Board of Directors of Aussino Group Ltd (“Company”) (“Board”) refers to the announcement on
21 November 2013 in respect of the delisting notification issued to the Company by the SGX-ST
(“said Announcement”). All defined terms used herein shall have the same meaning ascribed
thereto in the said Announcement, unless otherwise defined herein.
As stated in the letter from the SGX-ST dated 21 November 2013 containing the aforesaid delisting
notification, amongst others (“SGX Letter” or “Delisting Notification”), the Company or its controlling
shareholder(s) are required to provide a reasonable exit offer to shareholders (“Exit Offer”). The
Company is required to advise the SGX-ST of the Exit Offer proposal as soon as practicable but no
later than one (1) month from the date of the SGX Letter.
Upon the receipt of the Delisting Notification, the Company had immediately sought to explore various
options to provide shareholders with a reasonable exit alternative. In particular, the Company had
sought to solicit expressions of interest from major shareholders of the Company as well as third
parties to make an exit offer for all the shares of the Company, in view of the impending delisting of
the Company (the “Delisting”). However, the Company has not been able to procure a reasonable
cash exit alternative for the shareholders, and is of the view that it is not realistic to expect an exit
offer to be made, for the reasons set out below:
a. The Group has been loss-making since 2009 and have recorded negative cashflow in recent
years. As announced on 11 October 2013 in relation to the Company auditors’ disclaimer of
opinion, the Group incurred a net loss of $8,040,574 and had cash outflows from operating
activities of $1,131,556 for FY2013. As at 30 June 2013, the Group and the Company’s total
current liabilities exceeded the total current assets by approximately S$153,000 and
approximately S$3.23 million respectively and the Company had capital deficiency of
approximately S$3.26 million. In view of the aforesaid, the Company is not able to procure
any cash exit offer from any shareholder who has the financial ability to do so nor is the
Company able to procure any third party investor to make such a cash exit offer.
b. To date, the Company has not received any other firm exit offer proposal from any party since
the Company announced the receipt of the Delisting Notification.
The Board intends to seek shareholders’ approval in respect of authorising the Board to either (i)
consider and explore the possibility of commencing a winding up of the Company, or (ii) pursue and
explore fund-raising options to recapitalise the Group’s operations and working capital needs, and if
deemed necessary placing the Company under judicial management pending completion of the said
recapitalization (“Proposals”). The Board will recommend the Proposal (ii) above based on factors
including the fact that demand for the Company’s products is still healthy and the Aussino brand
name remains strong, notwithstanding the Group’s current financial situation. A circular setting out
details in this regard, the Board’s recommendation for Proposal (ii) above and basis thereof, will be
despatched to shareholders in due course.
Trading in the Company’s shares will continue until 5 p.m., 20 December 2013 and trading will remain
suspended until completion of the delisting.
Shareholders are advised to exercise caution in trading their shares in the Company. There is
no certainty or assurance as at the date of this announcement that the Proposals will be
completed or that no changes will be made to the terms thereof. The Company will make the
necessary announcements when there are further developments in respect of the
Proposals. 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 advisors if they have any doubt about the
actions they should take.
By Order of the Board
Joanne Chow
Director
18 December 2013
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