WE HOLDINGS LTD. (Company Registration No D) (Incorporated in the Republic of Singapore) ( Company )

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Diane Carson
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1 WE HOLDINGS LTD. (Company Registration No D) (Incorporated in the Republic of Singapore) ( Company ) (I) PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS CUM WARRANTS ISSUE (II) PROPOSED NEW BUSINESS The board of directors (the Board ) of the Company refers to the announcement made by the Company on 4 March 2013 and 18 May 2013 in relation to certain proposed joint venture with His Excellency Nay Win Tun and the announcements made by the Company on 2 April 2013, 3 June 2013 and 10 June 2013 (collectively, the Announcements ) in relation to the proposed rights cum warrants issue. Unless otherwise defined, all terms and references used herein shall bear the same meaning ascribed to them in the Announcements. (I) (a) PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS CUM WARRANTS ISSUE Appointment of Underwriter and Underwriting of the Rights cum Warrants Issue On 3 June 2013, the Board announced that the Undertaking Shareholder has given the SST Irrevocable Undertaking to subscribe for 69,520,593 Rights Shares with 69,520,593 Warrants ( Undertaken Rights Shares with Warrants ), representing 9.17% of the Rights cum Warrants Issue (as defined herein). Further to the SST Irrevocable Undertaking, the Board wishes to inform the Shareholders that on 19 June 2013, the Company entered into an underwriting agreement ( Underwriting Agreement ) with DMG & Partners Securities Pte Ltd ( Underwriter ) pursuant to which the Underwriter has agreed to subscribe for and/or procure subscriptions for up to 688,861,810 Rights Shares with up to 688,861,810 Warrants (being the total number of Rights Shares with Warrants to be issued under Rights cum Warrants Issue (as defined herein) less the Undertaken Rights Shares with Warrants) ( Underwritten Rights Shares with Warrants ), at the Issue Price. Accordingly, the proposed rights cum warrants issue shall, in respect of the Underwritten Rights Shares with Warrants, be made on an underwritten basis and all references to the defined term Rights cum Warrants Issue shall be amended accordingly. Pursuant to the Underwriting Agreement, the Underwriter has represented, warranted and undertaken with the Company that, in procuring subscribers for the Underwritten Rights Shares with Warrants, it is not acting in concert with any of such subscribers and it will ensure that the subscribers are not acting in concert with each other to acquire or consolidate effective control (as defined in the Singapore Code on Takeovers and Mergers ( Code )) in the Company. The Underwriter has further undertaken to the Company that it shall not knowingly subscribe and/or procure subscriptions for the Underwritten Rights Shares with Warrants in such manner which will cause the Underwriter and/or any persons subscribing for the Underwritten Rights Shares with Warrants to incur an obligation to make a mandatory general offer to acquire all the Shares pursuant to Rule 14 of the Code. Further, subject to any applicable law and regulations, the Underwriter shall be at liberty (but at its own cost and expense) to sub-underwrite its underwriting obligation under the Underwriting Agreement upon such terms and conditions as it deems fit.

2 The Underwriter will be entitled to an underwriting commission of 4.0% of the Issue Price multiplied by the number of Underwritten Rights Shares with Warrants pursuant to the Underwriting Agreement. It should be noted that the Underwriting Agreement may be terminated upon the occurrence of certain events, but the Underwriter is not entitled to invoke the force majeure clause in the Underwriting Agreement after ex-rights trading has commenced, in compliance with Rule 818 of the Listing Manual (Section B: Rules of Catalist) of the SGX-ST ( Catalist Rules ). (b) Waiver from Compliance with Rule 803 of the Catalist Rules Under Rule 803 of the Catalist Rules, an issuer must not issue securities to transfer a controlling interest (as defined in the Catalist Rules) without prior approval of shareholders in general meeting. The Company had contemplated to appoint an underwriter to underwrite all the Rights Shares with Warrants to be issued under the Rights cum Warrants Issue which are not the subject of the irrevocable undertaking provided by the Undertaking Shareholder. In this regard, an underwriter who is appointed may potentially hold an interest of more than 15% in the Company resulting in a transfer of controlling interest in fulfilling its obligations. Accordingly, PrimePartners Corporate Finance Pte. Ltd., the Manager to the Rights cum Warrants Issue, had, on behalf of the Company, written to the SGX-ST for the waiver to comply with Rule 803 of the Catalist Rules ( Waiver ) such that should an underwriter be appointed, such underwriter would be able to subscribe to such number of Rights Shares with Warrants under an underwriting agreement to be entered into by the Company with the underwriter, which may potentially result in it holding a controlling interest, on the following bases: (a) (b) (c) (d) (e) The underwriting arrangements are put in place to ensure that the Company is able to raise sufficient proceeds for the proposed uses; The Rights cum Warrants Issue is made on a pro-rata basis to all Entitled Shareholders who are given the right to subscribe for the Rights Shares with Warrants in respect of their shareholdings in the Company, which will rank ahead of the underwriter; The underwriter s obligation to subscribe for/procure subscriptions for any Rights Shares with Warrants will only be incurred upon the Entitled Shareholders not subscribing for their respective entitlements for the Rights Shares with Warrants. The eventual number of Rights Shares with Warrants the underwriter is allotted solely depends on the level of subscription by the Entitled Shareholders. In the event the Rights cum Warrants Issue is fully subscribed, the underwriter will not be allotted any of the Rights Shares with Warrants; The underwriter is a financial institution which will be appointed by the Company to subscribe for/procure subscriptions for any Rights Shares with Warrants that are not subscribed for by the Entitled Shareholders wherein the underwriter has a financial interest in the Rights cum Warrants Issue and will receive an underwriting commission in return for the underwriting services that it provides; It is not in the ordinary course of business for a brokerage firm such as the underwriter to acquire and manage a listed company. The underwriter intends to place out such Rights Shares with Warrants which it is allotted to, to other subscribers. In the event the Rights cum Warrants Issue is not fully subscribed by the Entitled Shareholders and the underwriter is unable to place out all of the Rights Shares with Warrants which it is allotted to, the underwriter may potentially hold an interest of more than 15% of the Company as a result of its underwriting obligations under an underwriting agreement to be entered into by the Company with the underwriter; and

3 (f) The potential transfer of controlling interest is a result of the underwriter fulfilling its underwriting obligations under the terms of an underwriting agreement. In this regard, the underwriter confirms that it does not intend to subscribe to the Rights Shares with Warrants for the purpose of exercising control over the Company. In the event the underwriter obtains a controlling interest, the underwriter will not seek to have board representation or management control of the Company. On 27 May 2013, the SGX-ST issued a letter stating that it has no objection to the Company s application for the Waiver on the basis that the underwriter to be appointed has confirmed that it will not seek board directorships or management control of the Company. In this regard, as set out in the Underwriting Agreement, the Underwriter has confirmed to the Company that it will not seek board directorships or management control of the Company. It should be noted that the SGX-ST s in-principle approval for the Waiver is not an indication of the merits of the Rights cum Warrants Issue or the underwriting proposal. The Underwriter has confirmed that other than the subscription of the Underwritten Rights Shares with Warrants pursuant to its obligation under the Underwriting Agreement, it will not knowingly procure subscriptions for the Underwritten Rights Shares with Warrants in such manner which will cause any persons subscribing for the Underwritten Rights Shares with Warrants to have an interest of 15% or more in the enlarged share capital of the Company post issuance of the Rights Shares and the exercise of Warrants. (c) Use of Proceeds In the announcement dated 2 April 2013, it was stated that S$4.80 million of the proceeds arising from the Rights cum Warrants Issue would be utilised for repayment of the sums due to the finance parties under a loan facility dated 2 June 2010 granted pursuant to a scheme of arrangement involving the Company ( Outstanding Debt ). Subsequently, the Company had on 30 May 2013 announced that the net proceeds raised from the Proposed Placement will be used for the repayment of the Outstanding Debt. On 18 June 2013, the Company announced that it had repaid the Outstanding Debt in full, using the net proceeds raised from the Proposed Placement and internal resources of the Company. In addition, as a result of the Rights cum Warrants Issue being underwritten and the increase in size of the Rights cum Warrants Issue, the Company expects to raise net proceeds of approximately S$10.68 million ( Net Proceeds ) after deducting professional fees, underwriting commissions and related expenses incurred in connection with the Rights cum Warrants Issue. The Company wishes to update that the Net Proceeds is proposed to be utilised in the following proportion: Use of Net Proceeds Approximate Amount (S$ million) % of Net Proceeds Funding of the Proposed New Business % General working capital % As the Proposed New Business will be capital intensive, the Company has decided to proceed with the Rights cum Warrants Issue on an underwritten basis in order to raise the full amount from the Rights cum Warrants Issue.

4 Assuming all Warrants issued are exercised, the estimated gross proceeds from the exercise of the Warrants will be approximately S$22.75 million ( Exercise Proceeds ). As and when the Warrants are exercised, the Exercise Proceeds raised may, at the discretion of the Directors, be applied towards funding the Proposed New Business and/or working capital requirements. Pending the deployment of Net Proceeds and/or Exercise Proceeds, such proceeds may be deposited with banks and/or financial institutions, invested in short-term money market instruments and/or marketable securities, or used for any other purpose on a short-term basis, as the Directors may in their absolute discretion deem fit. As and when the Net Proceeds and/or Exercise Proceeds are materially disbursed, the Company will make the necessary announcements on SGXNET and subsequently provide a status report on the use of such Net Proceeds and/or Exercise Proceeds in the Company s interim and full-year financial statements issued under Rule 705 of the Catalist Rules and the Company s annual report. When the Net Proceeds and/or Exercise Proceeds have been used for working capital purposes, the Company will provide a breakdown with specific details on how the proceeds have been applied in the announcements and status reports. (II) PROPOSED NEW BUSINESS The Company had disclosed in its announcement dated 2 April 2013 that the Rights cum Warrants Issue is proposed to raise funds towards, inter alia, funding the growth and expansion of the Group through its Proposed New Business, the scope of which was set out in such announcement as being in the petroleum, oil and gas and related resources sectors in Myanmar. Further to the announcement dated 2 April 2013, the Board wishes to clarify that the Company intends to diversify its business to include (i) the exploration, extraction/mining and trading of (a) petroleum, oil, gas and coal ( Energy Resources ) and (b) base metals comprising ferrous and non-ferrous metals and precious metals comprising gold ( Metal Resources ) and (ii) the production and trading of cement, sand and steel ( Infrastructure and Construction Materials ) and the term Proposed New Business shall refer to the above-mentioned scope of new business. For the avoidance of doubt, the Proposed New Business may be conducted in any region where viable opportunities arise and is not intended to be limited to Myanmar or any specific region. CIRCULAR AND FURTHER ANNOUNCEMENTS The Circular containing, inter alia, the notice of the EGM and details of the Rights cum Warrants Issue and the Proposed New Business will be despatched to the Shareholders in due course. Further announcements will be made by the Company in relation to the Rights cum Warrants Issue as and when appropriate. BY ORDER OF THE BOARD Sim Mong Keang Managing Director and Chief Executive Officer 19 June 2013

5 This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor, PrimePartners Corporate Finance Pte. Ltd. ( Sponsor or PPCF ) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore , telephone (65)

CHARISMA ENERGY SERVICES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No D)

CHARISMA ENERGY SERVICES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199706776D) (A) PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 1,463,211,911 WARRANTS