Livingstone Health Holdings (formerly Citicode) says it has received approval by ordinary resolution of the proposed disposal at the extraordinary general meeting (EGM) of the company on Jan 22.
As the proposed disposal has been completed, Citicode-SNAP and Citicode Corporation are no longer subsidiaries or associated companies of the company.
Under the terms of the proposed placement, Livingstone, on Jan 26, entered into a placement agreement with SAC Capital as placement agent in respect of up to 5 million placement shares at the issue price of 20 cents per share.
Under the agreement, Livingstone will pay SAC Capital a placement commission of 3.0% of the issue price multiplied by the total number of placement shares that the latter has sold or procured subscription for.
The completion of the proposed placement is subject to the completion of the acquisition, the completion of the proposed share consolidation, shareholders’ approval and approval in-principle by SGX-ST to list the shares on the Catalist board, among other conditions.
The shares will be issued upon completion of the proposed share consolidation.
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The proposed placement will raise up to $1 million in gross proceeds, which will be used to fund the expenses in relation to the proposed transactions.
The total estimated listing expenses comes up to about $1.1 million, which includes professional fees and expenses, placement commission and miscellaneous expenses.
Accordingly, there will be no net proceeds from the proposed placement, and the remaining amount of listing expenses will be funded by Livingstone’s internal resources.
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In a separate statement, Livingstone says the effective date of the proposed listing transfer will be on Feb 4 instead of Jan 28.
The company has appointed SAC Capital to act as its continuing sponsor.
Shares in Citicode last traded at 0.1 cent.
See: Citicode shareholders approve RTO of Livingstone Health, trading suspension to begin Feb 2 and Citicode to acquire Livingstone Health for $72 mil
