On Oct 30, 2025, the company disclosed that it had entered into a binding term sheet on Oct 20, 2025 with its founder, controlling shareholder, chairman and CEO, Chew Hua Seng, in relation to the bond agreements dated July 24, 2024, and April 1 for the issuance of unlisted and non-convertible bonds.
On the same day, Raffles Education also entered into a binding term sheet with Chew and its subsidiary, Langfang Tonghui Education Consultancy (Tonghui), in relation to the loan agreement dated July 29, 2024, under which Chew had extended a loan to Tonghui.
Under these binding term sheets, the terms of the existing bonds and loan have been amended to provide for the conversion of outstanding amounts into new ordinary shares in the capital of the company.
Chew had subscribed for a total of $11.8 million in bonds and as at Oct 30, around RMB21.2 million ($3.8 million) of the principal amount of Chew’s loan to Tonghui remains outstanding. In total, $15.5 million owed to Chew will be subject to the proposed conversions, pending approval at the EGM.
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Each conversion share will be priced at 6.44 cents, which represents a discount of 5.8% to the volume weighted average price (VWAP) of 6.84 cents per share for trades done on the SGX on Oct 29, after excluding the special dividend of 0.4 cents per share. The company said the conversion price reflects the theoretical ex-dividend share price and is based on prevailing market prices.
With the proposed conversions expected to result in “substantial cash savings” for Raffles Education, the company says it intends to declare a special interim dividend of 0.4 cents per share, which will be funded from the expected cash savings.
The record date for the dividend will fall before the conversion shares are issued.
Scrip dividend scheme
Also on Jan 2, Raffles Education provided further details to the scrip dividend scheme first announced on Oct 30, 2025.
Under the scheme, shareholders may elect to receive fully paid new shares in lieu of a part of, or all of the cash amount of the qualifying dividend.
The company will, in compliance with Rule 863 of the listing manual, announce whether the scheme is to apply to a particular dividend “promptly after” the decision is taken. It should be no later than the market day following the record date for the dividend. Rule 863 states that an issuer must state whether or not a scheme is to apply to a particular dividend and any decision made must be promptly announced.
According to Raffles Education, the scheme will give shareholders greater flexibility in their investment objectives as it would allow them to choose dividends in the form of new shares.
“The scrip dividend scheme will enable shareholders to reinvest in the company and participate in the equity capital of the company without having to incur brokerage fees, stamp duty and other related costs,” reads the statement published on Jan 2.
Raffles Education says it will also benefit from shareholders’ participation in the scrip dividend scheme as cash may be retained and used to fund its growth and expansion. The retention of cash and issue of new shares will also enlarge the company’s share capital base, strengthen its working capital position and enhance its financial flexibility.
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That said, shareholders who prefer to receive new shares under the scheme may receive such shares in odd lots. Shareholders who wish to trade their odd lots on the Singapore Exchange (SGX) should do so on the unit share market, which allows trading of odd lots with a minimum of one share.
Shareholders should also note that they may be under obligations to extend a take-over for the company taking part in the scheme will mean that he or she ends up holding 30% or more of the voting rights of the company. The same applies to shareholders holding between 30% and 50% of the voting rights of the company.
Participation in the scheme is optional and not transferable, says Raffles Education.
Shares in Raffles Education closed 0.3 cents higher or 2.16% up at 14.2 cents on Jan 2.
