Greenwich Pacific seeks voluntary delisting of Gul Technologies with an exit cash offer of S$0.162

Transcription

1 GREENWICH PACIFIC PTE. LTD. (Incorporated in the Republic of Singapore) Company Registration No D PRESS RELEASE Greenwich Pacific seeks voluntary delisting of Gul Technologies with an exit cash offer of S$0.162 Reasons for delisting include the hefty cost of maintaining Gul Tech s listed status, and that the Company has not raised funds through the capital markets for at least the last 10 years, and is not likely to do so in the foreseeable future. Exit offer price represents a premium of approximately 38.5% to the last transacted price of S$0.117 on 12 September 2012, being the last market day prior to the release of the holding announcement, and nearly 72.3% premium over the three-month VWAP of S$ It also represents a premium of approximately 88.4% to the NAV per share of S$0.086 as at 30 June Presents shareholders with a good opportunity to realize their investments in cash, which may not be readily available due to the historically low trading liquidity of the shares and low public float. Greenwich Pacific and its Concert Parties collectively hold, directly or indirectly, approximately 86.44% of the Company s issued share capital. Certain Concert Parties have irrevocably undertaken to vote in favour of the delisting. SINGAPORE - 23 September Greenwich Pacific Pte. Ltd. ( Greenwich Pacific or the Offeror ), an investment holding company owned by Ms Michelle Liem Mei Fung who is a substantial shareholder of Mainboard-listed Gul Technologies Singapore Ltd ( Gul Tech or the Company ), has submitted a formal proposal seeking the voluntary delisting of the Company from the SGX-ST (the Delisting Proposal ). The Company is a printed circuit board (PCB) supplier.

2 Page 2 of 5 THE DELISTING PROPOSAL Greenwich Pacific does not hold any shares in the Company ( Shares ), but parties acting or deemed to be acting in concert with it, namely Nuri Pacific Pte Ltd, Tuan Sing Holdings Limited (and its wholly-owned subsidiary, TS Technologies Pte Ltd), Mr. Tan Kim Leong, Dr. Tan Enk Ee and Mr. Khoo Chin Inn (collectively, the Concert Parties ) collectively hold, directly or indirectly, approximately 805 million shares representing approximately 86.44% of the issued share capital of the Company. As part of its Delisting Proposal, Greenwich Pacific is making an exit cash offer (the Exit Offer ) to acquire all the Shares, other than those already owned, controlled or agreed to be acquired by itself, Nuri Pacific Pte Ltd and TS Technologies Pte Ltd, at S$0.162 per Share. This Exit Offer price represents a premium of approximately 38.5% to the last transacted price of S$0.117 for each Share on the SGX-ST on 12 September 2012, being the last market day on which the Shares were traded prior to the holding announcement of a possible offer which was issued by the Company on 13 September When compared with the volume-weighted average of Gul Tech s share price one month, three months, six months and one year before 12 September 2012, the premium is 57.3%, 72.3%, 76.1% and 86.2% respectively. The Exit Offer also represents a premium of approximately 88.4% to the NAV per share of S$0.086 as at 30 June RATIONALE Said Mr Sean Hughes, Chairman of Greenwich Pacific: We are proposing to delist the Company mainly because of the hefty cost of maintaining its listing. Besides, Gul Tech hasn t raised funds through the capital markets for at least the last 10 years, and is unlikely to do so in 2

3 Page 3 of 5 the foreseeable future. This exit offer gives Gul Tech s shareholders an opportunity to realize their entire shareholding for cash at an attractive premium. Based on its historical trading pattern prior to the Company s holding announcement on 13 September 2012, the trading liquidity of Gul Tech s shares has always been low, with an average daily trading volume of approximately 78,036 shares over the 12-month period immediately preceding the holding announcement date, representing approximately 0.06% of the total free float of Shares. DELISTING AND EXIT OFFER CONDITION The proposed voluntary delisting and Exit Offer will be subject to the approval of the SGX-ST, and approval by shareholders of Gul Technologies, at an Extraordinary General Meeting to be convened, by a majority of at least 75% of the total number of shares held by those present and voting on a poll and the proposal not being voted against by 10% or more of the total number of shares held by those present and voting on a poll. The Exit Offer will not be conditional upon a minimum number of acceptances being received by the Offeror. Irrevocable Undertakings Each of Nuri Pacific Pte Ltd and Tuan Sing Holdings Limited, which respectively holds approximately 42.96% and 43.33% of the issued share capital of the Company, and is each a Concert Party, has given an irrevocable undertaking to the Offeror to vote for or procure the voting for (as the case may be) the delisting resolution. 3

4 Page 4 of 5 INDEPENDENT FINANCIAL ADVISER The Company will be appointing an independent financial adviser (the IFA ) to advise the Gul Tech Independent Directors on the Exit Offer. The recommendation of the Gul Tech Independent Directors, including the IFA s detailed advice, will be set out in the Delisting Circular, which will be sent out to shareholders in due course. Shareholders should refer to the joint announcement by the Company and the Offeror released today on the SGXNET for more details concerning the proposed voluntary delisting and Exit Offer. No immediate action is required of shareholders on their part in respect of the Delisting Proposal and the Exit Offer. Shareholders will be advised on the procedure for accepting the Exit Offer when the Delisting Circular and the Exit Offer Letter are despatched. RESPONSIBILITY STATEMENTS The Offeror: The directors of the Offeror (including any director who may have delegated detailed supervision of this Press Release) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Press Release (other than those relating to the Company) are fair and accurate and that no material facts have been omitted from this Press Release, the omission of which would make any statement in this Press Release misleading and they jointly and severally accept responsibility accordingly. Where any information in this Press Release has been extracted from published or publicly available sources (including, without limitation, in relation to the Company and its subsidiaries and associated companies), the sole responsibility of the directors of the Offeror has been to ensure that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Press Release. 4

5 Page 5 of 5 The ultimate owner of the Offeror: Ms Michelle Liem Mei Fung, being the ultimate owner of the Offeror, has taken all reasonable care to ensure that the facts stated and opinions expressed in this Press Release (other than those relating to the Company) are fair and accurate and that no material facts have been omitted from this Press Release, the omission of which would make any statement in this Press Release misleading and she accepts responsibility accordingly. Where any information in this Press Release has been extracted from published or publicly available sources (including, without limitation, in relation to the Company and its subsidiaries and associated companies), the sole responsibility of Ms Michelle Liem Mei Fung has been to ensure that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Press Release. # # # About Gul Technologies The Company was incorporated in Singapore on 30 August 1988 and its shares are listed on the Mainboard of the SGX-ST. The Company s main activity is the manufacturing of printed circuit boards for sale to customers in the automotive, hard-disk drives, telecommunication, consumer electronics, medical and industrial sectors. About Greenwich Pacific Greenwich Pacific Pte. Ltd. is an investment holding company incorporated in Singapore on 31 August It is wholly-owned by Ms Michelle Liem Mei Fung, who is also a director of Tuan Sing Holdings Limited. Its directors are Ms Michelle Liem Mei Fung, Mr Sean Hughes and Ms Chiew Guan Choo. CONTACT INFORMATION August Consulting Pte Ltd Tel: (65) HO See Kim, seekim@august.com.sg / HP: HO Lily, lily@august.com.sg / HP: