Ntegrator International enters into placement agreement to raise S$2.06 million

NTEGRATOR International has entered into a conditional placement agreement to issue some 187.86 million new shares in the company as part of a proposed placement exercise to raise about S$2.06 million.

At S$0.01094 per share, the subscription price is a discount of 9.96 per cent to the weighted average price of S$0.01215 for trades done on the Singapore Exchange (SGX) on May 21, which was the last day on which the company's shares were traded prior to the signing of the agreement.

The subscription shares represent approximately 17.63 per cent of the company's existing total issued share capital and about 14.99 per cent of the enlarged total issued share capital of the company after completion of the placement.

In a filing to SGX, Ntegrator said that it intends to use 80 per cent of the net proceeds to fund acquisitions and new business opportunities. The rest will be used for general working capital requirements.

The subscription shares will be issued under the general mandate granted by shareholders at an extraordinary general meeting held on May 21.

"(Ntegrator) intends to acquire (a) private limited company incorporated in Hong Kong for a consideration of HK$1," the company said, adding that it will make the relevant announcements to update shareholders as and when there are any material updates.

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The company said it was introduced to the subscriber, Zhou Qilin, by Bluemount Capital, which is a wholly owned subsidiary of Bluemount Financial Group. Ntegrator's independent director Leung Yu Tung Stanley is an independent director of Echo International Holdings Group, which holds a 30 per cent stake in Bluemount Financial Group. No introducer fees are payable to Bluemount Capital for the placement exercise.

Ntegrator also said that Ms Zhou, who resides in China, is subscribing for the shares for investment purposes. It added: "For the avoidance of doubt, the subscriber will not be appointed as a director of the company or be involved in the day-to-day operations of the company and the group."

Separately, Ntegrator also issued a filing responding to queries from SGX in relation to a May 21 announcement on its proposed directors, ahead of the EGM held later that same day. The proposed directors were appointed following the EGM.

In one of its queries, SGX noted that directors Jacob Leung, Zhou Jia Lin and Mr Stanley Leung are or were directors of Echo. There were overlapping periods when both Mr Jacob Leung and Ms Zhou Jia Lin were directors of Echo; and when both Mr Jacob Leung and Mr Stanley Leung were directors of Echo.

It was also highlighted that Mr Jacob Leung and another director Christian Heilesen hold a number of present directorships including in another Catalist-listed company, Incredible Holdings, and there are concerns around their ability to devote sufficient time and resources, given their multiple commitments.

In response to SGX's query on the nominating committee's assessment and recommendation to the shareholders on each of the proposed directors and the efficacy of the proposed board, Ntegrator said: "Nothing has come to the May 21's board's attention to cause it to believe that any of the proposed directors (namely, Mr Jacob Leung, Mr Heilesen, Mr Stanley Leung, and Ms Zhou Jia Lin) is disqualified or not suitable to be an executive director or an independent non-executive director of the company."

Ntegrator said SGX had issued further queries on May 24, to which the company is working on its responses.

Trading in the shares of Ntegrator was halted on Monday, ahead of the announcements.