VOLUNTARY CONDITIONAL CASH OFFER. DBS BANK LTD. (Company Registration No.: E) (Incorporated in the Republic of Singapore)

Transcription

1 VOLUNTARY CONDITIONAL CASH OFFER by DBS BANK LTD. (Company Registration No.: E) (Incorporated in the Republic of Singapore) for and on behalf of INFO GIANT INVESTMENTS LIMITED (Company Registration No.: ) (Incorporated in the British Virgin Islands) to acquire all the issued and paid-up ordinary shares in the capital of HONGGUO INTERNATIONAL HOLDINGS LIMITED (Company Registration No.: 32062) (Incorporated in Bermuda) OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 1. INTRODUCTION DBS Bank Ltd. ("DBS Bank") refers to the offer document dated 2 February 2010 (the "Offer Document") despatched by DBS Bank, for and on behalf of Info Giant Investments Limited (the "Offeror"), in connection with the voluntary conditional cash offer (the "Offer") for all the issued and paid-up ordinary shares of US$0.015 each ("Shares") in the capital of Hongguo International Holdings Limited (the "Company"), other than those Shares held by the Offeror as at the date of the Offer ("Offer Shares"). Unless otherwise defined herein, capitalised terms used in this Announcement shall have the same meanings as defined in the Offer Document. 2. OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS DBS Bank wishes to announce, for and on behalf of the Offeror, that the Offeror has on 18 February 2010 received valid acceptances of the Offer which together with the Shares owned, controlled or agreed to be acquired by the Offeror, result in the Offeror holding such number of Shares carrying more than 50% of the maximum potential issued share capital of the Company, being the total number of Shares which would be in issue had all the Options been validly exercised. Accordingly, the Offer has become unconditional as to acceptances and is hereby declared unconditional in all respects on the date of this Announcement. 3. LEVEL OF ACCEPTANCES In accordance with Rule 28.1 of the Code, DBS Bank wishes to announce, for and on behalf of the Offeror, that:

2 (a) Acceptances of the Offer. As at 5.00 p.m. on 18 February 2010, the Offeror has received valid acceptances amounting to 212,942,520 Offer Shares, representing approximately 53.66% of the total issued Shares of the Company 1, and this includes acceptances received from parties acting in concert with the Offeror, amounting in aggregate to 166,541,000 Offer Shares 2 (of which 162,867,000 Offer Shares were acquired by the Offeror pursuant to the Irrevocable Undertakings referred to in paragraph 3 of the Offer Document), representing approximately 41.96% of the total issued Shares of the Company. (b) Shares held before the Offer Announcement Date. Prior to the Offer Announcement Date, the Offeror did not hold any Shares 3. (c) Shares acquired or agreed to be acquired after the Offer Announcement Date and up to 5.00 p.m. on 18 February 2010 (other than pursuant to valid acceptances of the Offer). Between the Offer Announcement Date and 5.00 p.m. on 18 February 2010, the Offeror and parties acting in concert with it have not acquired or agreed to acquire any Shares (other than pursuant to valid acceptances of the Offer). Accordingly, as at 5.00 p.m. on 18 February 2010, the total number of Shares (a) owned, controlled or agreed to be acquired by the Offeror and (b) valid acceptances of the Offer, amount to an aggregate of 212,942,520 Shares, representing approximately 53.66% of the total issued Shares of the Company. 4. CLOSING DATE In accordance with Rule 22.6 of the Code, the closing date of the Offer will be extended from 5.30 p.m. on 3 March 2010 to 5.30 p.m. on 17 March 2010 or such later date(s) as may be announced from time to time by or on behalf of the Offeror ("Closing Date"). Accordingly, the Offer will remain open for acceptance until 5.30 p.m. on the Closing Date. 5. PROCEDURES FOR ACCEPTANCE Shareholders who wish to accept the Offer but have not done so should complete, sign and forward their FAA or FAT (as the case may be) and all other relevant documents as soon as possible so as to reach the Offeror no later than 5.30 p.m. on the Closing Date. All FAAs, FATs and other relevant documents received after 5.30 p.m. on the Closing Date will not be accepted and will be returned by post to the relevant Shareholders in accordance with the terms of the Offer Unless otherwise stated, in this Announcement, all references to the total number of issued Shares shall be to 396,868,200 Shares based on the Company's Financial Statement for Full Year ended 31 December 2009 released on 3 February This does not include an outstanding total of 24,000,000 Shares to be tendered towards acceptance of the Offer pursuant to the Irrevocable Undertakings and which are held through HL Bank Nominees (S) Pte Ltd ("HL Bank") for Chen Yixi, Li Wei and Miao Bingwen respectively. These 24,000,000 Shares were placed with HL Bank by Chen Yixi, Li Wei and Miao Bingwen to satisfy the eligibility requirement pursuant to their respective Singapore permanent residence application under the Financial Investor Scheme of the Monetary Authority of Singapore, further information of which is disclosed in the Offer Document. This excludes the (a) 102,421,400 Shares; (b) 43,995,200 Shares; (c) 40,450,400 Shares; and (d) 3,674,000 Shares, held, directly and/or indirectly before the Offer Announcement Date by Chen Yixi, Li Wei, Miao Bingwen and Huo Li respectively, who are deemed to be acting in concert with the Offeror under the Code. Huo Li also holds an aggregate of 400,000 Options. 2

3 Shareholders who are in any doubt about the Offer should consult their stockbroker, bank manager, solicitor or other professional adviser immediately. Shareholders who have not received or who have misplaced the Offer Document and/or the relevant acceptance forms should contact CDP (for Shareholders whose Securities Accounts are and/or will be credited with Offer Shares) or Boardroom Corporate & Advisory Services Pte. Ltd. (for Shareholders who hold Offer Shares which are not deposited with CDP), as the case may be, without delay at the following respective addresses: The Central Depository (Pte) Limited 4 Shenton Way #02-01 SGX Centre 2 Singapore Tel: From the date of the Offer Document up to 21 February 2010: Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street #08-01, Samsung Hub Singapore Tel: From 22 February 2010 onwards: Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01, Singapore Land Tower Singapore Tel: Copies of the FAA may be obtained by Shareholders whose Securities Accounts are and/or will be credited with Offer Shares from CDP upon production of satisfactory evidence that their Securities Accounts with CDP are or will be credited with Shares. Copies of the FAT may be obtained by Shareholders who hold Offer Shares which are not deposited with CDP from Boardroom Corporate & Advisory Services Pte. Ltd. upon production of satisfactory evidence of title to Shares. 6. NO REVISION OF OFFER PRICE The Offeror does not intend to revise the Offer Price of S$0.439 in cash for each Offer Share. 3

4 7. LISTING STATUS AND COMPULSORY ACQUISITION As stated in the Offer Document, the Offeror intends to make the Company its whollyowned subsidiary and does not intend to preserve the listing status of the Company. Accordingly, the Offeror when entitled, intends to exercise any rights of compulsory acquisition that it may have in connection with the Offer and does not intend to take steps for any trading suspension of the Shares by the SGX-ST to be lifted in the event that, inter alia, less than 10% of the Shares (excluding any Shares held by the Company as treasury shares) are held in public hands. In addition, the Offeror also reserves the right to seek a voluntary delisting of the Company from the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. For the avoidance of doubt, this Announcement does not constitute a notice under Section 102(2) of the Bermuda Companies Act. 8. RESPONSIBILITY STATEMENT The directors of the Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company, the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquires that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. The directors of the Offeror jointly and severally accept responsibility accordingly. Issued by DBS Bank Ltd. For and on behalf of Info Giant Investments Limited 18 February 2010 Any enquiries relating to this Announcement or the Offer should be directed during office hours to: DBS Bank Ltd. Chan Yow Phong Vice President Tel: Fax:

5 Forward-Looking Statements All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor DBS Bank undertakes any obligation to update publicly or revise any forward-looking statements. 5