PROPOSED VOLUNTARY DELISTING OF INTERNATIONAL CAPITAL INVESTMENT LIMITED

Transcription

1 INTERNATIONAL CAPITAL INVESTMENT LIMITED 1 Scotts Road #20-11/13 Shaw Centre Singapore OEI HONG LEONG FOUNDATION PTE. LTD. 1 Scotts Road #20-05 Shaw Centre Singapore PROPOSED VOLUNTARY DELISTING OF INTERNATIONAL CAPITAL INVESTMENT LIMITED 1. INTRODUCTION International Capital Investment Limited (the Company or ICIL ), together with Oei Hong Leong Foundation Pte. Ltd. (formerly known as Chip Lian Investments Pte. Ltd.) ( OHLF ), wish to announce that the Company seeks a voluntary delisting of the Company from the Official List of the Singapore Exchange Securities Trading Limited ( SGX-ST, and such proposal being the Delisting Proposal ), pursuant to Rule 1306 of the SGX-ST Listing Manual (the Listing Manual ). OHLF has pursuant to a letter dated 16 August 2007 (the OHLF Undertaking ) undertaken to make an offer ( Exit Offer ) to shareholders of the Company (the Shareholders ) for all the issued and paid-up ordinary shares (the Shares ) in the share capital of the Company other than those already held by OHLF, its related corporations or their respective nominees (the Offer Shares ), at an offer price of S$2.83 in cash ( Exit Offer Price ). 2. CONDITIONS OF THE OHLF UNDERTAKING The OHLF Undertaking is conditional upon: EITHER of:- (i) the Company receiving the approval of:- (1) the Shareholders for the Delisting Proposal at an extraordinary general meeting of the Company convened for the purposes of approving the same; and (2) the SGX-ST for the Delisting Proposal, and such approval not having been revoked or withdrawn prior to the despatch of the document containing the terms of the Exit Offer; OR (ii) the Company receiving notice from the SGX-ST of its intention to remove the Company from the Official List of the SGX-ST; AND

2 the receipt of a waiver from the Securities Industry Council for the compliance of the Exit Offer with the following rules of the Singapore Code on Take-overs and Mergers:- (i) (ii) (iii) (iv) Rule 20.1 of the Code which relates to the requirement to keep open an offer for at least 14 days from the date of posting of written notification of any revision to the offer to the shareholders; Rule 22 of the Code which relates to the offer timetable; Rule 28 of the Code which relates to acceptances; and Rule 29 of the Code which relates to the right of acceptors to withdraw their acceptances, and such waiver not being revoked, rescinded or cancelled prior to the closing of the Exit Offer. 3. CONDITIONS OF THE DELISTING PROPOSAL Under Rule 1306 of the Listing Manual, the SGX-ST may agree to an application by the Company to delist from the Official List of the SGX-ST if: (c) the Company convenes a general meeting (the EGM ) to obtain the approval of the Shareholders for the Delisting Proposal; the resolution to delist the Company has been approved by a majority of at least 75 per cent. in nominal value of the Shares held by Shareholders present and voting, on a poll, either in person or by proxy at the EGM; and the resolution to delist the Company has not been voted against by 10 per cent. or more in nominal value of the Shares held by Shareholders present and voting, on a poll, either in person or by proxy at the EGM. In addition and under Rule 1307 of the Listing Manual, if the Company is seeking to delist from the Official List of the SGX-ST: a reasonable exit alternative, which should normally be in cash, should be offered to Shareholders; and the Company should appoint an independent financial adviser to advise on the Exit Offer. The delisting of the Company from the Official List of the SGX-ST and the Exit Offer will be conditional on, inter alia, the approval of the Shareholders at the EGM to delist the

3 Company. Upon meeting the abovementioned condition, an application will be made to the SGX-ST to delist the Company from the Official List of the SGX-ST. Shareholders should note that, under Rule 1306 (2) of the Listing Manual, the directors of the Company (the Directors ) and OHLF are not required to abstain from voting on the resolution to delist the Company to be proposed at the EGM (the Delisting Resolution ). As at the date of this announcement (the Announcement Date ), OHLF owns 24,725,397 Shares, representing approximately per cent. of the issued and paid-up share capital of the Company. 4. RATIONALE FOR DELISTING PROPOSAL The Directors believe that the Delisting Proposal is in the best interest of the Shareholders for the following reasons: Request by SGX-ST to delist The Company has made numerous applications to the SGX-ST to seek an extension of time under Rule 1018 of the Listing Manual. The SGX-ST had granted an extension of time on 19 December 2006 from 1 December 2006 until 1 March 2007 to allow the Company to look for a new business following the expiry of the 1 st HOA. A further extension of time was granted on 1 March 2007 to 1 June 2007 upon the Company entering into the 2 nd HOA to give the Company time to finalise the definitive agreements relating to the Akira Assets and Businesses. A subsequent extension of time was granted on 12 June 2007, to allow the Company to sign and announce a sale and purchase agreement relating to the acquisition of assets complying with the SGX-ST s listing requirements by 30 June 2007, failing which no further extension will be granted. As the Company was unable to comply with the above, the SGX-ST has requested for the Company to submit the Delisting Proposal by 31 July Trading of Shares already suspended by the SGX-ST After the completion of the sale of the Company s engineering and construction business to Ishikawajima-Harima Heavy Industries Co., Ltd, on 30 November 2005, the Company no longer has any core business. As a result, the Shares have been suspended from trading since 1 December 2005 pursuant to Rule 1018 of the Listing Manual. In a bid to identify new businesses for the Company with a view to resuming trading of the Shares on the Official List of the Main Board of the SGX-ST, the Company entered into a heads of agreement ( HOA ) dated 31 May 2006 with OHLF, Canrise International Limited, Shandong Coking Company Limited and

4 Zaozhuang Zhenxing Coking Company Limited in respect of the proposed restructuring of the Company and its businesses, and to acquire the entire issued and paid-up capital of China Coking Company Limited, a company primarily engaged in the production and sale of coke and related products in the People s Republic of China. However, the HOA has expired on 1 September 2006 and the obligations of the parties under the HOA have accordingly come to an end. On 27 February 2007, the Company entered into a non-binding Heads of Agreement ( 2 nd HOA ) with TT International Limited ( TTIL ) relating to the reverse takeover by the Company of certain assets and businesses of TTIL relating to the manufacture, sale and distribution of electrical and other retail products under the brandname Akira. However, the parties were unable to agree on the final terms of the definitive agreements and discussions on the acquisition of the Akira Assets and Businesses terminated on 10 May (c) Compliance Costs of Maintaining Listing The Company incurs significant compliance costs in maintaining its listed status on the Official List of the SGX-ST. The delisting of the Company will allow the Company to dispense with expenses relating to the maintenance of its listed status. 5. THE EXIT OFFER Basis of Exit Offer Price The Exit Offer Price has been determined on the basis that the Offer Shares will be acquired with the right to receive any dividends that may be declared, made or paid by ICIL on or after the Announcement Date, ( ICIL Dividend ). In the event any ICIL Dividend has been paid by the Company to a Shareholder who accepts the Exit Offer, the Exit Offer Price payable to such accepting Shareholder shall be reduced by an amount which is equal to the net amount of such ICIL Dividend (being the gross dividend less eighteen (18)% Singapore income tax, if applicable) paid by ICIL. Accordingly, the following will apply if any ICIL Dividend is proposed:- i. if the settlement date in respect of the Offer Shares accepted pursuant to the Offer falls on or before the books closure date for the determination of entitlements to the ICIL Dividend ( Books Closure Date ), the Offeror will pay the relevant accepting Shareholders the Exit Offer Price of S$2.83 in cash for each Offer Share, as the Offeror will have the benefit of the ICIL Dividend in respect of those Offer Shares; and ii. if the settlement date in respect of the Offer Shares accepted pursuant to the Exit Offer falls after the Books Closure Date, the net amount of the ICIL Dividend will be deducted from the Exit Offer Price payable for such

5 Offer Shares in the manner stated above, as the Offeror will not have the benefit of the ICIL Dividend in respect of those Offer Shares. Other terms of the Exit Offer The Offer Shares will be acquired fully paid and free from all claims, charges, equities, liens, pledges and other encumbrances, and together with all rights, benefits, entitlements and advantages attached thereto as at the Announcement Date and thereafter attaching thereto, including the right to all dividends, rights and other distributions (if any) declared, made or paid thereon on or after the Announcement Date. The Exit Offer will not be conditional upon a minimum number of acceptances being received. A document containing the detailed terms of the Exit Offer will be issued by OHLF to Shareholders upon fulfillment of the conditions to the OHLF Undertaking. 6. COMPULSORY ACQUISITION Pursuant to Section 215(1) of the Companies Act (Chapter 50), if OHLF receives valid acceptances of the Exit Offer in respect of not less than 90% or more of the Shares (other than those already held by OHLF, its related corporations or their respective nominees), OHLF intends to exercise its right to compulsorily acquire the Shares of Shareholders who have not accepted the Exit Offer. 7. INFORMATION ON OHLF OHLF is a private company limited by shares and was incorporated in Singapore on 12 September 1980 as Chip Lian Investments Pte. Ltd., which was changed on 23 March 2006 to Oei Hong Leong Foundation Pte. Ltd.. OHLF is an investment holding company. As at the date of this Announcement, OHLF has an issued and paid up capital of S$1,000,000 comprising 1,000,000 ordinary shares. The directors of OHLF are Mr. Oei Hong Leong and Mrs. Oei Chu Yue Mei, who is the spouse of Mr. Oei Hong Leong. Chip Lian Private Limited ( CLPL ) owns the entire issued and paid up capital of OHLF. CLPL is a private exempt company limited by shares and was incorporated in Singapore in CLPL is the holding company of a group of companies whose principal activities are those of investment holding and dealing in foreign currencies and shares. As at the date of this Announcement, CLPL has an issued and paid up capital of S$10,000,000 comprising 100,000 ordinary shares. The directors and shareholders of CLPL are Mr. Oei Hong Leong and Mrs. Oei Chu Yue Mei.

6 8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS As at the Announcement Date, OHLF has an interest in 24,725,397 Shares, or per cent. of the issued share capital of the Company. None of the Directors has any interest, whether direct or indirect, in any Shares. The table below sets out the interests of the substantial Shareholders in the Company as at the Announcement Date Number of Shares Direct Interest Deemed Interest Total Interest % of issued share capital Substantial Shareholders Oei Hong Leong Foundation 24,725,397-24,725, Pte. Ltd. Chip Lian Private Limited - 24,725,397 24,725, Oei Hong Leong - 24,725,397 24,725, TRADES IN ICIL SHARES None of OHLF or the directors of OHLF, has dealt for value in the Shares during the period commencing 16 February 2007 (i.e. six months prior to the date of this Announcement). Accordingly, no Shares have been purchased by OHLF or, to the best knowledge of the directors of OHLF, by parties acting or presumed to be acting in concert with it during the six months preceding the date hereof at a price higher than the Exit Offer Price. 10. ICIL BOARD ACTION The Board of Directors of the Company has resolved that an EGM of the Company should be convened in due course to seek the approval of the Shareholders for the Delisting Proposal and to apply to the SGX-ST for the voluntary delisting of the Company. The Board of the Company has noted that the Exit Offer is intended to be made immediately following the approval by the requisite Shareholders of the Delisting Resolution. As Ms. Li Ling Xiu, Mdm Ang Sock Eng and Mr Chow Hock Meng are nominees of OHLF on the Board, they have abstained from voting on the resolutions of the Board of the Company for the purpose of this Announcement.

7 11. INDEPENDENT FINANCIAL ADVISER The Company has appointed Omega Capital Limited as the independent financial adviser (the IFA ) to the Independent Directors of the Company in relation to the Exit Offer pursuant to Rule 1307(2) of the Listing Manual. 12. CONFIRMATION OF FINANCIAL RESOURCES The IFA has confirmed that OHLF has sufficient financial resources to satisfy in full all acceptances of the Exit Offer on the basis of the Exit Offer Price. 13. CIRCULAR AND NOTICE OF EGM A Circular to Shareholders containing, amongst others, further information regarding the Delisting Proposal, the terms and conditions of the Exit Offer, the recommendation of the IFA regarding the Exit Offer, the recommendation of the Independent Directors on the Exit Offer (including the IFA s advice) and a notice of the EGM (the Circular ) is being prepared and will be despatched by the Company to Shareholders in due course. In the meantime, Shareholders who are considering selling any of their Shares should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser before taking any action. Unless they have made an independent decision as to their Shares based on their personal investment objectives, financial situation, particular needs or prevailing market conditions, they may wish to refrain from selling their Shares until they have received the recommendation of the Independent Directors. 14. RESPONSIBILITY STATEMENT The Directors (including those who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that, to the best of their knowledge and belief, the facts stated and opinions expressed in this Announcement which relate solely to the Company are fair and accurate in all material aspects and that no material facts which relate solely to the Company and which would make any statement in this announcement misleading, have been omitted from this Announcement; and they jointly and severally accept responsibility accordingly. The directors of OHLF (including those who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that, to the best of their knowledge and belief, the facts stated and opinions expressed in this Announcement which relate solely to OHLF are fair and accurate in all material aspects and that no material facts which relate solely to OHLF and which would make any statement in this announcement misleading, have been omitted from this Announcement; and the directors of OHLF jointly and severally accept responsibility accordingly.

8 Where information relating to OHLF and/or the Company have been extracted from publicly available sources or obtained from OHLF and/or the Company, the sole responsibility of the Directors and the directors of OHLF, after having made reasonable enquiries, has been to ensure that such information has been accurately and correctly extracted from these sources. The Directors and the directors of OHLF jointly and severally accept responsibility accordingly. BY ORDER OF THE BOARD INTERNATIONAL CAPITAL INVESTMENT LIMITED Liow Keng Teck Independent Director