Raffles Education Limited said on May, 11 2026 that it has signed a binding term sheet to buy back and cancel 35.03 million Singapore dollars in listed convertible bonds held by Chairman and CEO Chew Hua Seng and his spouse, Doris Chung.

As consideration, the company will issue an equivalent 35.03 million Singapore dollars of unlisted, non-convertible unsecured bonds carrying a 5.5% coupon and maturing in five years, together with 538.93 million unlisted detachable warrants. Each warrant can be exercised for one new share at 0.065 Singapore dollars.

Because the transaction involves a controlling shareholder and his associate, it will be treated as an interested-person transaction and requires approval from independent shareholders at an upcoming extraordinary general meeting.

Management said the refinancing will preserve cash that would otherwise be used to redeem the existing convertible bonds maturing on Sep, 22 2027. Conditional on shareholder approval of the refinancing, the board intends to declare a special interim dividend of 0.003 Singapore dollars per share.

If all warrants are exercised, Raffles Education could raise up to 35.03 million Singapore dollars in gross proceeds. Pro-forma calculations show net tangible assets rising to 568.37 million Singapore dollars, although NTA per share would decline to 24.12 Singapore cents due to share dilution. Net gearing is projected to fall sharply from 0.35 times to 0.03 times.

The company will issue a circular with further details and the opinion of an independent financial adviser before the shareholder vote. It cautioned investors that completion of the proposed transactions is not yet certain and advised shareholders to exercise caution when dealing in its shares.