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

Transcription

1 CIRCULAR DATED 14 AUGUST 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately. If you have sold or transferred all your issued and fully paid-up ordinary shares in the capital of Polaris Ltd. (the Company ), you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the enclosed Proxy Form to the purchaser or transferee, or the stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. This Circular has been prepared by the Company and its contents have been reviewed by the Company s sponsor, Stamford Corporate Services Pte. Ltd. (the Sponsor ) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ) Listing Manual Section B: Rules of Catalist (the Catalist Rules ). The Sponsor has not independently verified the contents of this Circular. This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. The issue of a listing and quotation notice in respect of the Consideration Shares by the SGX-ST is not to be taken as an indication of the merits of the Acquisition (as defined herein), the Consideration Shares (as defined herein), the Company, its subsidiaries and their securities. The contact person for the Sponsor is Mr. Yap Wai Ming, Tel: or waiming.yap@stamfordlaw.com.sg. POLARIS LTD. (Company Registration No D) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to the (A) (B) PROPOSED ACQUISITION OF 642,802,500 COMMON SHARES IN THE CAPITAL OF PT TRIKOMSEL OKE TBK. UNDER CHAPTERS 8 AND 10 OF THE CATALIST RULES AND THE PROPOSED ALLOTMENT AND ISSUANCE OF 4,236,318,535 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AS THE CONSIDERATION; AND PROPOSED NEW SHARE ISSUE MANDATE IMPORTANT DATES AND TIMES: Last date and time for lodgment of Proxy Form : 27 August 2014 at 3.00 p.m. Date and time of Extraordinary General Meeting : 29 August 2014 at 3.00 p.m. Place of Extraordinary General Meeting : Hotel Fort Canning Singapore 11 Canning Walk Legends I, Level 1 Singapore

2 CONTENTS Page DEFINITIONS... 3 LETTER TO SHAREHOLDERS 1. INTRODUCTION DETAILS OF THE ACQUISITION FINANCIAL EFFECTS OF THE ACQUISITION CHANGE IN INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS THE NEW SHARE ISSUE MANDATE DIRECTORS RECOMMENDATION EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION NOTICE OF EXTRAORDINARY GENERAL MEETING... N-1 PROXY FORM 2

3 DEFINITIONS The following definitions apply throughout in this Circular except where the context otherwise requires: Act : The Companies Act (Chapter 50) of Singapore, as amended, modified or supplemented from time to time ACV Acquisition : The acquisition by the Company of 233,889,120 Trikomsel Shares from Asia Century Ventures Ltd as announced on 6 August 2014 Acquisition : The acquisition by the Company of the Sale Shares, details of which are set out under Section 2 of this Circular Acquisition Conditions : The conditions precedent contained in the Sale and Purchase Agreement as set out in Section of this Circular Associate : (a) In relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means: (i) (ii) (iii) his immediate family; the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more (b) In relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more Board or Board of Directors : The board of Directors of the Company as at the date of this Circular Catalist : The sponsor-supervised listing platform of the SGX-ST Catalist Rules : The SGX-ST s Listing Manual Section B: Rules of Catalist, as may be amended, varied or supplemented from time to time CDP : The Central Depository (Pte) Limited Circular : This circular to Shareholders dated 14 August 2014 Company : Polaris Ltd. Consideration : The sum of S$97,435,326, being the aggregate purchase consideration payable by the Company in the form of the Consideration Shares for the Sale Shares as more particularly described in Section of this Circular Consideration Shares : The 4,236,318,535 ordinary shares in the capital of the Company to be alloted and issued to the Vendor as the Consideration 3

4 DEFINITIONS Controlling Interest : The interest of the Controlling Shareholder(s) Controlling Shareholder : A person who: (a) (b) holds, directly or indirectly, 15% or more of the total number of voting Shares (excluding treasury shares) in the Company; or in fact exercises control over the Company Director : The directors of the Company as at the date of this Circular EGM : The extraordinary general meeting of the Company to be held at Hotel Fort Canning Singapore, 11 Canning Walk, Legends I, Level 1, Singapore on 29 August 2014 at 3.00 p.m., notice of which is set out on pages N-1 to N-3 of this Circular EPS : Earnings per Share Existing Trikomsel Shares : The 1,493,942,000 Trikomsel Shares in which the Company has an interest as at the Latest Practicable Date FY : Financial year ended 31 December Group : The Company and its subsidiaries Latest Practicable Date : 7 August 2014, being the latest practicable date prior to the printing of this Circular Market Acquisitions : The purchase of up to 11,000,000 Trikomsel Shares from the open market at the Company s instructions from time to time through PT Trimegah Securities Tbk Market Day : A day on which the SGX-ST is open for trading in securities NAV : Net asset value New Share Issue Mandate : The new share issue mandate to be tabled during the EGM for the approval of Shareholders, details of which are set out in Section 5 of this Circular and the Notice of EGM Notice of EGM : The notice of EGM as set out on pages N-1 to N-3 of this Circular NTA : Net tangible assets Rp : Indonesia Rupiah, being the lawful currency for the time being of Indonesia Sale and Purchase Agreement : The conditional sale and purchase agreement dated 6 August 2014 entered into between the Company and the Vendor in respect of the Acquisition Sale Shares : 642,802,500 common shares in the capital of Trikomsel to be acquired by the Company from the Vendor SGXNet : Singapore Exchange Network, a system network used by companies listed on the SGX-ST to send information and announcements to the SGX-ST 4

5 DEFINITIONS SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : The registered holders of the Shares, except that where the registered holder is CDP, the term Shareholders shall, where the context admits, mean the persons to whose securities accounts maintained with CDP are credited with the Shares Shares : Ordinary shares in the capital of the Company Subscription : The subscription by Tres Maria Capital Ltd. of 6,521,739,130 new Shares which was completed on 4 August 2014 Substantial Shareholder : A person who has an interest in voting shares of the Company the total votes attached to which is not less than 5% of the total votes attached to all the voting shares in the Company S$ and cents : Singapore dollars and cents respectively Trikomsel : PT Trikomsel Oke Tbk. Trikomsel Group : Trikomsel and its subsidiaries Trikomsel Shares : Issued common shares in Trikomsel USD : United States dollars Vendor : Standard Chartered Private Equity Limited % or per cent : Percentage or per centum The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them, respectively, in Section 130A of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine shall, where applicable, include the feminine and neuter gender and vice versa. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act, the Catalist Rules or any modification thereof and used in this Circular shall, where applicable, have the same meaning assigned to it under the Act, the Catalist Rules or any modification thereof, as the case may be, unless otherwise provided. Any reference to date and time of day in this Circular shall be a reference to Singapore date and time, unless otherwise stated. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them. 5

6 POLARIS LTD. (Incorporated in the Republic of Singapore) (Company Registration No D) Directors: Registered Office: Mr. Tan Chung Yaw, Richard (Independent Non-Executive Chairman) 81 Ubi Avenue 4 Mr. Ang Chuan Hui, Peter (Executive Director and Chief Executive Officer) #03-11 UB. One Ms. Juliana Julianti Samudro (Executive Director and Chief Financial Officer) Singapore Mr. Sugiono Wiyono Sugialam (Non-Executive Director) Mr. Ong Kok Wah (Independent Non-Executive Director) 14 August 2014 To: The Shareholders of Polaris Ltd. Dear Sir/Madam, (1) PROPOSED ACQUISITION OF 642,802,500 COMMON SHARES IN THE CAPITAL OF PT TRIKOMSEL OKE TBK. UNDER CHAPTERS 8 AND 10 OF THE CATALIST RULES AND THE PROPOSED ALLOTMENT AND ISSUANCE OF 4,236,318,535 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AS THE CONSIDERATION; AND (2) PROPOSED NEW SHARE ISSUE MANDATE 1. INTRODUCTION 1.1 The Acquisition On 6 August 2014, the Company announced that it had entered into the Sale and Purchase Agreement with the Vendor pursuant to which the Company has agreed to acquire 642,802,500 common shares in the capital of Trikomsel for a consideration of S$97,435, The Acquisition requires Shareholders approval due to the following reasons: (a) (b) (c) it involves the issuance of 4,326,318,535 Consideration Shares to the Vendor which would constitute a transfer of a Controlling Interest in the Company pursuant to Rule 803 of the Catalist Rules; it involves the issuance of the Consideration Shares priced at more than a 10% discount to the weighted average price for trades done on Catalist on 5 August 2014, being the full market day preceding the date of the Sale and Purchase Agreement (there were no trades done on 6 August 2014) pursuant to Rule 811 of the Catalist Rules; and it is a major transaction pursuant to Chapter 10 of the Catalist Rules. Further details on the Acquisition are set out in Section 2 of this Circular. 1.2 New Share Issue Mandate At the annual general meeting of the Company held on 30 April 2014 ( 2014 AGM ), Shareholders had approved a general share issue mandate empowering the Directors to issue at any time such number of new Shares and convertible securities (whether by way of rights, bonus options or otherwise) on such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit, subject to certain limits as prescribed in the Catalist Rules (the Existing Share Issue Mandate ). Unless revoked or varied by the Company in 6

7 general meeting, the Existing Share Issue Mandate will expire on the date of the next annual general meeting of the Company or on the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier. The Company will be seeking Shareholders approval at the EGM for the New Share Issue Mandate. Further details on the New Share Issue Mandate are set out in Section 5 of this Circular. 1.3 Purpose of the Circular The purpose of this Circular is to provide Shareholders with information relating to the Acquisition and the New Share Issue Mandate, including the rationale for and benefits thereof to the Group, and to seek Shareholders approval for the proposed resolutions set out in the Notice of EGM as set out on pages N-1 to N-3 of this Circular. 2. DETAILS OF THE ACQUISITION 2.1 Information on Trikomsel Trikomsel is an Indonesian public listed company dealing in retail and distribution of telecommunication and multimedia products. Trikomsel has a market capitalisation of approximately Rp 6,404,143 million (equivalent to approximately S$ million based on an exchange rate of Rp9,422.23: S$1 as at the Latest Practicable Date (Source: Bank of Indonesia)). 2.2 Information on the Vendor Standard Chartered s Private Equity business was established in 2002 as the principal investment platform of the Standard Chartered Group and has since invested more than USD 5 billion in over 100 companies across Asia, Africa and the Middle East. 2.3 Principal Terms of the Sale and Purchase Agreement Sale Shares The Company has, subject to the terms and conditions of the Sale and Purchase Agreement, agreed to purchase and the Vendor has agreed to sell 642,802,500 common shares in the capital of Trikomsel representing approximately 13.50% of the total number of outstanding shares in Trikomsel. As at the Latest Practicable Date, the Company has an interest in 1,493,942,000 Trikomsel Shares representing approximately 31.38% of the total outstanding Trikomsel Shares (the Existing Trikomsel Shares ), which comprises of 504,359,000 Trikomsel Shares acquired from Mr. Sugiono Wiyono Sugialam and PT SL Trio as announced on 4 August 2014 and 989,583,000 Trikomsel Shares acquired from Canopus Finance Limited as announced on 6 August The Company has also on 6 August 2014 announced (i) a proposed acquisition of 233,889,120 Trikomsel Shares from Asia Century Ventures Ltd (the ACV Acquisition ) and (ii) that it has engaged the services of PT Trimegah Securities Tbk as a securities broker to purchase up to 11,000,000 Trikomsel Shares from the open market (the Market Acquisitions ) at the Company s instructions from time to time. Following the completion of the Acquisition and the ACV Acquisition and assuming the completion of the acquisition of a maximum of 11,000,000 Trikomsel Shares pursuant to the Market Acquisitions, the Company will have an interest in 2,381,633,620 Trikomsel Shares representing approximately 50.02% of the total outstanding Trikomsel Shares Consideration The consideration for the Sale Shares is S$97,435,326 and shall be satisfied by the allotment and issuance to the Vendor of 4,236,318,535 Consideration Shares at the agreed issue price of S$0.023 per Consideration Share. 7

8 The Consideration, being Rp1,440 per Sale Share converted at an exchange rate of Rp9,500: S$1, was arrived at at a willing-buyer and willing-seller basis and taking into account the potential synergistic benefits to the Group arising from the Acquisition. The issue price per Consideration Share of S$0.023 represents a 17.86% discount to the volume weighted average price ( VWAP ) of the Shares for trades done on Catalist on 5 August 2014, being the full market day preceding the date of the Sale and Purchase Agreement. There were no trades done on 6 August The Consideration Shares shall be issued free from encumbrances and together with all rights and advantages attaching to them as at the completion of the Acquisition (including the right to receive all dividends or distributions declared, made or paid on or after the completion of the Acquisition) and shall rank pari passu in all respects with existing ordinary shares of the Company Conditions Precedent to the Acquisition Under the terms of the Sale and Purchase Agreement, the completion of the Acquisition is conditional upon, inter alia: (a) (b) (c) (d) (e) (f) (g) (h) (i) if requested in writing by the Vendor to the Company, the appointment of a nominee of the Vendor to the Board as a non-executive director and, if further requested in writing by the Vendor to the Issuer, to (i) the remuneration committee of the Company; or (ii) the audit committee of the Company, in each case subject only to the completion of the Acquisition and to the approval of the Board and the nominating committee of the Company being obtained; the Company having prepared and issued a circular to its shareholders, convened a shareholders meeting and obtained all approvals required for the Acquisition; the approval-in-principle of the Sponsor and the SGX-ST for the listing and quotation of all the Consideration Shares on Catalist and, if such approval is subject to conditions or restrictions imposed by the SGX-ST, such conditions and/or restrictions being acceptable to the Vendor (the SGX Approval ) having been obtained and not been revoked or amended; any conditions attached to the SGX Approval which are required to be fulfilled on or before completion of the Acquisition having been duly fulfilled to the satisfaction of the SGX-ST or waived by the SGX-ST; the trading of the shares of the Company on the SGX-ST not having been suspended; the Company having provided necessary documentation and information to satisfy all the requirements of Standard Chartered Bank s know-your-client process; there having been no material adverse change in the business or financial conditions, operating environment or management of the Group and/or any member of the Group; the Vendor having received all internal approvals required to enter into the Acquisition; and the warranties given by the Company remaining true, accurate and not misleading in all material respects and the Company having performed all its undertakings set out in the Sale and Purchase Agreement in all material aspects, (collectively, the Acquisition Conditions ). The Vendor may at any time waive in whole or in part and conditionally or unconditionally any of the Acquisition Conditions by notice in writing to the Company. An application has been made to the SGX-ST for the listing and quotation of the Consideration Shares on Catalist. The Company will make the necessary announcement on SGXNet upon the receipt of the listing and quotation notice from the SGX-ST. 8

9 2.3.4 Long-Stop Date and Completion The Sale and Purchase Agreement shall lapse if, inter alia, not all of the Acquisition Conditions have been satisfied or waived on or before 30 September Completion of the Acquisition shall take place following notification of the satisfaction or waiver of all of the Acquisition Conditions, or such other date as the parties may agree. 2.4 Value of the Sale Shares In Section 2.4 of this Circular, the exchange rate of Rp9,422.23: S$1 as at the Latest Practicable Date (Source: Bank of Indonesia) has been used Book Value Based on the unaudited consolidated financial statements of the Trikomsel Group for the first quarter ended 31 March 2014 (the Trikomsel Group 1Q2014 Results ), the book value (excluding non-controlling interests) of the Sale Shares is approximately Rp280,268 million which is equivalent to approximately S$29.75 million Net Tangible Asset Value Based on the Trikomsel Group 1Q2014 Results, the net tangible asset value (excluding noncontrolling interests) of the Sale Shares is approximately Rp280,191 million which is equivalent to approximately S$29.74 million Market Value Based on the VWAP of the Trikomsel Shares transacted on the Indonesia Stock Exchange on 5 August 2014 (being the full market day immediately prior to the day on which the Sale and Purchase was entered into on which the Trikomsel Shares were traded on the Indonesia Stock Exchange), the open market value of the Sale Shares is approximately Rp803,452 million which is equivalent to approximately S$85.27 million Net Profits Based on the Trikomsel Group 1Q2014 Results, the profit before income tax, minority interests and extraordinary items attributable to the Sale Shares is approximately Rp20,520 million which is equivalent to approximately S$2.18 million. 2.5 Rationale and Benefits of the Acquisition The Board believes that the Acquisition is in the best interests of the Company and Shareholders for the following reasons: (a) (b) The Acquisition is synergistic and complementary to the Group s existing business offerings which will continue post-acquisition, and Trikomsel provides a diversified, resilient and scalable business model for the Group to leverage on. The Acquisition allows the Company to increase its investment in Trikomsel and acquire a majority stake in Trikomsel. As stated in paragraph 2.3.1, following the completion of the Acquisition and the ACV Acquisition and assuming the completion of the acquisition of a maximum of 11,000,000 Trikomsel Shares pursuant to the Market Acquisitions, the Company will have an interest in 2,381,633,620 Trikomsel Shares representing approximately 50.02% of the total outstanding Trikomsel Shares. 9

10 2.6 Directors Service Contracts As part of the Acquisition Conditions, the Vendor may request the appointment of a nominee of the Vendor to the Board as a non-executive director, such appointment subject to the approval of the Board and the nominating committee of the Company and to the completion of the Acquisition. Further announcements will be issued by the Company when details of any service contract of such nominee are available. 2.7 Shareholders approval required under Chapter 8 of the Catalist Rules Section 161 of the Act, the articles of association of the Company (the Articles ) and Rules 805 and 806 of the Catalist Rules provide that an issuer must obtain the prior approval of shareholders in general meeting for the issue of shares, unless such shares are issued under a general mandate obtained from shareholders in general meeting. The issue of the Consideration Shares would exceed the ambit of the existing general share issue mandate granted by Shareholders at the 2014 AGM. Hence, the Company will be seeking a separate specific approval of Shareholders for the allotment and issue of the Consideration Shares, for purposes of Section 161 of the Companies Act, the Articles and Rules 805 and 806 of the Catalist Rules. Rule 803 of the Catalist Rules provides that an issuer must not issue securities to transfer a controlling interest without prior approval of shareholders in general meeting. Assuming the Consideration Shares are allotted and issued to the Vendor, the Vendor will hold approximately 24.84% of the enlarged issued and paid-up share capital of the Company (excluding treasury shares) after the Acquisition. Accordingly, the issue of the Consideration Shares to the Vendor will constitute a transfer of a Controlling Interest in the Company and is subject to the approval of Shareholders for the purposes of Rule 803 of the Catalist Rules. Rule 811(1) of the Catalist Rules provides that an issue of shares must not be priced at more than a 10% discount to the weighted average price for trades done on Catalist for the full market day on which the Sale and Purchase Agreement is signed. If trading of the issuer s shares are not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the Sale and Purchase Agreement is signed. Rule 811(3) further provides, inter alia, that Rule 811(1) of the Catalist Rules is not applicable if specific shareholder approval is obtained for the issue of shares. As the issue price of S$0.023 represents a 17.86% discount to the VWAP of S$0.028 of the Shares for trades done on Catalist on 5 August 2014, being the full market day preceding the date of the Sale and Purchase Agreement (there were no trades done on 6 August 2014), the issuance of the Consideration Shares will be subject to the specific approval of Shareholders for the purposes of Rule 811 of the Catalist Rules. 2.8 Shareholders approval required under Chapter 10 of the Catalist Rules The relative figures for (i) the Acquisition on its own, and (ii) the Acquisition aggregated with the acquisition of the Existing Trikomsel Shares and the ACV Acquisition (the Acquisitions Aggregated ) computed on the bases set out in Rule 1006 ( Rule 1006 ) of the Catalist Rules are as follows: Rule 1006(a) Acquisition on Acquisitions its own Aggregated Net asset value attributable to the assets to be disposed of Net asset value of the Group Not applicable Size of relative figure 10

11 Rule 1006(b) Acquisition on Acquisitions its own Aggregated Net profit attributable to the assets acquired ( 000) (1) S$6,714 S$24,758 Group s net profit ( 000) S$796 S$796 Size of relative figure % 3,110.24% Rule 1006(c) Acquisition on Acquisitions its own Aggregated Aggregate value of the consideration given ( 000) (2) S$97,435 S$356,352 Company s market capitalisation as at 5 August 2014 ( 000) (3) S$358,872 S$358,872 Size of relative figure 27.15% 99.30% Rule 1006(d) Acquisition on Acquisitions its own Aggregated Number of equity securities issued by the Company as consideration for the acquisition ( 000) 4,236,319 7,098,585 Number of equity securities previously in issue ( 000) 12,816,851 12,816,851 Size of relative figure 33.05% 55.38% Rule 1006(e) Acquisition on Acquisitions its own Aggregated Aggregate volume or amount of proven and probable reserves to be disposed of Aggregate of the Group s proven and probable resources Not applicable Size of relative figure Notes: (1) Net profit is defined as profit before income tax, minority interests and extraordinary items. The figures are based on the audited consolidated financial statements of the Trikomsel Group for the financial year ended 31 December 2013 ( Trikomsel Group FY2013 Results ) and the audited consolidated financial statements of the Group for the financial year ended 31 December 2013 ( Polaris Group FY2013 Results ). Net profit of Rp478,832 million (approximately S$49.7 million) was reported by the Trikomsel Group in the Trikomsel Group FY2013 Results. Net profit of S$795,991 was reported by the Group in the Polaris Group FY2013 Results. (2) For the purpose of Rule 1006(c) of the Catalist Rules, the consideration for the Acquisition is deemed to be S$97.4 million which is the market value of the Consideration Shares based on the VWAP of the Shares on 5 August 2014, being the market day preceding the date of the Sale and Purchase Agreement. (3) Market capitalisation has been calculated on the basis of 12,816,851,283 Shares in issue multiplied by the VWAP of the Shares on 5 August 2014, being the market day preceding the date of the Sale and Purchase Agreement. 11

12 Having regard to the above, as one of the relative figures set out above exceeds 100%, the Acquisition would constitute a very substantial transaction or reverse takeover under Rule 1015 of the Catalist Rules. However, pursuant to Rule 1015(8) of the Catalist Rules, as the Acquisition is an acquisition of a profitable asset and the only limit breached is Rule 1006(b) of the Catalist Rules, the Acquisition constitutes a major transaction as defined in Chapter 10 of the Catalist Rules and is subject to the approval of Shareholders at the EGM as set out in the Notice of EGM. The Market Acquisitions have not been taken into account in the calculation of the relative figures as such acquisitions have not taken place. The Company will make further announcements as and when the Market Acquisitions take place in accordance with the Catalist Rules. 3. FINANCIAL EFFECTS OF THE ACQUISITION 3.1 Assumptions The pro forma financial effects of the Acquisition on the Group have been prepared based on the figures derived from the Group s audited consolidated financial statements for the financial year ended 31 December 2013 ( FY2013 ) and are purely for illustration purposes only and do not reflect the actual future results and financial position of the Group following the completion of the Acquisition. 3.2 Net Tangible Assets For illustrative purposes and assuming the Subscription, the acquisition of the Existing Trikomsel Shares, the ACV Acquisition and the Acquisition had been completed on 31 December 2013, the pro forma financial effects on the consolidated net tangible assets ( NTA ) for FY2013 are as follows: Before the Subscription, the acquisition of the Existing Trikomsel Shares, the ACV Acquisition and the Acquisition After the Subscription, the acquisition of the Existing Trikomsel Shares and the ACV Acquisition, but before the Acquisition After the Subscription, the acquisition of the Existing Trikomsel Shares, the ACV Acquisition and the Acquisition NTA (S$ 000) 18, , ,880 Number of shares ( 000) 3,432,846 12,816,851 17,053,170 NTA (cents per Share)

13 3.3 Earnings For illustrative purposes and assuming the Subscription, the acquisition of the Existing Trikomsel Shares, the ACV Acquisition and the Acquisition had been completed on 1 January 2013, the pro forma financial effects on the earnings per share of the Group for FY2013 are as follows: Before the Subscription, the acquisition of the Existing Trikomsel Shares, the ACV Acquisition and the Acquisition After the Subscription, the acquisition of the Existing Trikomsel Shares and the ACV Acquisition, but before the Acquisition After the Subscription, the acquisition of the Existing Trikomsel Shares, the ACV Acquisition and the Acquisition Net profit attributable to ,840 25,554 shareholders after tax (S$ 000) Weighted average number 3,031,511 12,415,516 16,651,835 of shares ( 000) Earnings (cents per Share) Share Capital The effects on the share capital of the Company are as follows: Before the Acquisition as at the Latest Practicable Date After the Acquisition Number of shares ( 000) 12,816,851 17,053,170 Share capital (S$ 000) 305, , CHANGE IN INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS The Directors interests in the Shares as at the Latest Practicable Date as recorded in the Register of Directors Shareholdings kept by the Company under Section 164 of the Companies Act, and the Substantial Shareholders and their interests in the Shares as at the Latest Practicable Date as recorded in the Register of Substantial Shareholders of the Company kept under Section 88 of the Companies Act are set out below. The effect of the Acquisition on the shareholding structure of the Company are as follows: Before the Acquisition as at After the Acquisition the Latest Practicable Date Direct Interest Deemed Interest Direct Interest Deemed Interest No. of % (1) No. of % (1) No. of % (2) No. of % (2) Shares Shares Shares Shares Directors Tan Chung Yaw, Richard Ang Chuan Hui, Peter Sugiono Wiyono 326,003, ,858,001, (3) 326,003, ,858,001, (3) Sugialam Juliana Julianti Samudro Ong Kok Wah 70,000, ,000, Substantial Shareholders (who are not Directors) PT SL Trio 2,536,262, ,536,262, Standard Chartered 4,236,318, Private Equity Limited Tres Maria Capital Ltd. 8,321,739, ,321,739, Public Shareholders 1,562,845, ,562,845,

14 Notes: (1) Based on 12,816,851,283 issued Shares excluding treasury shares as at the Latest Practicable Date (2) Based on 17,053,169,818 issued Shares excluding treasury shares after the Acquisition (3) Sugiono Wiyono Sugialam is deemed to be interested in the Shares held by Tres Maria Capital Ltd. by virtue of his 100% shareholding in Tres Maria Capital Ltd. and is deemed to be interested in the Shares held by PT SL Trio by virtue of his majority shareholding in PT SL Trio. 775,000,000 Shares are registered in the name of HSBC (Nominees) Pte. Ltd. and 1,025,000,000 Shares are registered in the name of DBSN Service Pte. Ltd. The number of issued Shares excluding treasury shares held in public hands will be 9.16% after the Acquisition. As such, the Company will not meet the requirement for a minimum public float of 10% under Rule 723 of the Catalist Rules. The Company will engage its Controlling Shareholder, Tres Maria Capital Ltd, in relation to the restoration of the Company s public float either through the sale of its direct interest or through a placement of new Shares. 5. THE NEW SHARE ISSUE MANDATE 5.1 Limits of the New Share Issue Mandate The Company will be seeking Shareholders approval at the EGM for the New Share Issue Mandate (which will be the first share issue mandate to be sought after the 2014 AGM, but before the next annual general meeting of the Company) to be given to the Directors to issue new Shares and convertible securities of the Company of up to 100% of the total number of issued shares in the capital of the Company excluding treasury shares as at the date of the EGM, of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to Shareholders shall not exceed 50% of the total number of issued shares in the capital of the Company excluding treasury shares as at the date of the EGM. The New Share Issue Mandate, if approved by Shareholders at the EGM, will supercede and replace the Existing Share Issue Mandate, to the extent that the Existing Share Issue Mandate has not yet been utilised, and shall take force and effect from the date of the EGM, and the Existing Share Issue Mandate to the extent that the Existing Share Issue Mandate has not yet been utilised, shall correspondingly be deemed revoked with effect from the date of the EGM. 5.2 Rationale and benefit of the New Share Issue Mandate As at the 2014 AGM, the Company had an issued share capital of 3,432,845,979 Shares. As at the Latest Practicable Date, the Company has not utilised its Existing Share Issue Mandate. The Directors are of the opinion that a general (as opposed to a specific) approval for the Directors to issue new Shares or convertible securities of the Company under the New Share Issue Mandate will enable the Company to have greater flexibility and scope in negotiating with third parties in potential fund raising exercises or other arrangements or transactions involving the capital of the Company. The expense and delay of otherwise having to convene further general meetings of the Company in excess of the Existing Share Issue Mandate and thereby inconveniencing the Shareholders would also be avoided. 5.3 Validity Period of the New Share Issue Mandate The New Share Issue Mandate will be tabled as an ordinary resolution at the EGM. Subject as aforesaid, the New Share Issue Mandate will take effect from the passing of said resolution and shall continue in force until the next annual general meeting of the Company, unless prior thereto, the New Share Issue Mandate is carried out to the full extent mandated or the New Share Issue Mandate is revoked or varied by the Company in general meeting. Subject to its continued relevance to the Company, the New Share Issue Mandate will be put to Shareholders for renewal at subsequent annual general meetings of the Company. 14

15 6. DIRECTORS RECOMMENDATION 6.1 The Acquisition Having considered the terms and conditions of and rationale for the Acquisition, the Directors are of the opinion that the approval of the Acquisition is in the best interests of the Company. Accordingly they recommend that Shareholders vote in favour of the Ordinary Resolution 1 relating to the Acquisition, as set out in the Notice of EGM. 6.2 The New Share Issue Mandate Having considered the rationale for the New Share Issue Mandate, the Directors are of the opinion that the approval of the New Share Issue Mandate is in the best interests of the Company. Accordingly they recommend that Shareholders vote in favour of the Ordinary Resolution 2 relating to the New Share Issue Mandate, as set out in the Notice of EGM. 7. EXTRAORDINARY GENERAL MEETING The EGM will be held at Hotel Fort Canning Singapore, 11 Canning Walk, Legends I, Level 1, Singapore on 29 August 2014 at 3.00 p.m. for the purpose of considering, and if thought fit, passing with or without any modification(s), the resolutions as set out in the Notice of EGM. 8. ACTION TO BE TAKEN BY SHAREHOLDERS If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office of the Company not less than 48 hours before the time fixed for the EGM. The completion and lodgment of the Proxy Form by a Shareholder will not prevent him from attending and voting at the EGM in person if he so wishes. In such event, the relevant Proxy Form will be deemed to be revoked. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register as at 48 hours before the EGM. 9. DIRECTORS RESPONSIBILITY STATEMENT The Directors (including those who have delegated detailed supervision of this Circular) collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Acquisition, the New Share Issue Mandate and the Group, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information has been reproduced from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information is accurately and correctly extracted from these sources and/or reproduced in this Circular in its proper form and context. 15

16 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at 81 Ubi Avenue 4, #03-11 UB. One, Singapore during normal business hours for three (3) months from the date of this Circular up to the date of the EGM: (a) (b) (c) the memorandum and articles of association of the Company; the annual report of the Company for FY2013; and the Sale and Purchase Agreement. Yours faithfully For and on behalf of the Board of Directors of POLARIS LTD. Ang Chuan Hui, Peter Executive Director and Chief Executive Officer 16

17 NOTICE OF EXTRAORDINARY GENERAL MEETING POLARIS LTD. (Incorporated in the Republic of Singapore) (Company Registration No D) NOTICE OF EXTRAORDINARY GENERAL MEETING All capitalized terms in this Notice which are not defined herein shall have the same meaning ascribed to them in the Circular to Shareholders dated 14 August NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the EGM ) of Polaris Ltd. (the Company ) will be held at Hotel Fort Canning Singapore, 11 Canning Walk, Legends I, Level 1, Singapore on 29 August 2014 at 3.00 p.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following ordinary resolutions ORDINARY RESOLUTION 1: THE ACQUISITION PROPOSED ACQUISITION OF 642,802,500 COMMON SHARES IN THE CAPITAL OF PT TRIKOMSEL OKE TBK. UNDER CHAPTERS 8 AND 10 OF THE CATALIST RULES AND THE PROPOSED ALLOTMENT AND ISSUANCE OF 4,236,318,535 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AS THE CONSIDERATION That : (a) (b) (c) approval be and is hereby given for the acquisition by the Company of 642,802,500 common shares in the capital of PT Trikomsel Oke Tbk. from Standard Chartered Private Equity Limited for an aggregate purchase consideration of S$97,435,326 to be satisfied by the allotment and issuance of 4,236,318,535 consideration shares at an issue price of S$0.023 per consideration share (the Acquisition ), being a major transaction for the purposes of Chapter 10 of the Catalist Rules, pursuant to the terms and subject to the conditions of the sale and purchase agreement; approval be and is hereby given for the allotment and issuance of 4,236,318,535 consideration shares at the issue price of S$0.023 per consideration share to Standard Chartered Private Equity Limited in satisfaction of the consideration for the Acquisition; and the Board of Directors of the Company and each of them be and are hereby authorised to enter into all such transactions, arrangements and agreements and approve, execute and deliver all documents and do all deeds and things as may be necessary, expedient, incidental or in the interests of the Company to give effect to the approvals given in this Ordinary Resolution or the transactions contemplated by the Acquisition. ORDINARY RESOLUTION 2: THE NEW SHARE ISSUE MANDATE PROPOSED NEW SHARE ISSUE MANDATE (a) That pursuant to Section 161 of the Companies Act, Cap. 50, and Rule 806 of the Catalist Rules, authority be and is hereby given to the Directors of the Company to: (i) (ii) allot and issue shares in the capital of the Company (the Shares ) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments ) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other Instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; N-1

18 NOTICE OF EXTRAORDINARY GENERAL MEETING (b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force) issue Shares pursuant to any Instruments made or granted by the Directors of the Company while this Ordinary Resolution was in force, provided that: (i) (ii) the aggregate number of Shares to be issued pursuant to this Ordinary Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution) does not exceed 100% of the total number of issued shares in the capital of the Company excluding treauury shares (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution) does not exceed 50% of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in accordance with sub-paragraph (ii) below); for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (i) above, the percentage of issued share capital shall be based on the total number of issued shares in the capital of the Company excluding treasury shares at the time of passing of this Ordinary Resolution, after adjusting for: (1) new Shares arising from the conversion or exercise of any convertible securities; (2) new Shares arising from exercise of share options or vesting of share awards outstanding or subsisting at the time of passing of this Ordinary Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and (3) any subsequent bonus issue, consolidation or subdivision of Shares; (iii) (iv) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST or the Sponsor) and the Articles of Association of the Company for the time being of the Company; and unless revoked or varied by the Company in general meeting, such authority conferred by this Ordinary Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or on the date by which the next Annual General Meeting is required by law to be held, whichever is earlier; and (c) the Directors of the Company be and are hereby authorised to do any and all acts which they deem necessary and expedient in connection with paragraphs (a) and (b) above. BY ORDER OF THE BOARD ANG CHUAN HUI, PETER Executive Director and Chief Executive Officer Date: 14 August 2014 Singapore N-2

19 NOTICE OF EXTRAORDINARY GENERAL MEETING Notes:- (1) A Member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead. A member of the Company, which is a corporation, is entitled to appoint its authorised representative to vote on its behalf. A proxy need not be a member of the Company. (2) The Proxy Form is attached and must be deposited at the registered office of the Company at 81 Ubi Avenue 4, # UB. One, Singapore hours before the time fixed for holding the Extraordinary General Meeting in order for the proxy to be entitled to attend and vote at the Extraordinary General Meeting. (3) A Depositor s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited 48 hours before the time fixed for holding the Extraordinary General Meeting in order for the Depositor to be entitled to attend and vote at the Extraordinary General Meeting. N-3

20 PROXY FORM POLARIS LTD. (Incorporated in the Republic of Singapore) (Company Registration No D) PROXY FORM IMPORTANT: 1. For investors who have used their CPF monies to buy shares in the capital of Polaris Ltd., this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to attend the Extraordinary General Meeting as an observer must submit their requests through their CPF Approved Nominees in accordance with their instructions within the timeframe specified. 4. CPF investors who wish to vote must submit their voting instructions to their CPF Approved Nominees to enable them to vote on their behalf. I/We, (Name and identification number) of (Address) being a *member/members of Polaris Ltd. (the Company ) hereby appoint: Name Address NRIC/Passport Proportion of Number Shareholding No of Shares % and/or (delete as appropriate) or failing him/her/them, the Chairman of the meeting as *my/our proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Extraordinary General Meeting of the Company to be held at Hotel Fort Canning Singapore, 11 Canning Walk, Legends I, Level 1, Singapore on 29 August 2014 at 3.00 p.m. and at any adjournment thereof. *I/We direct *my/our proxy/ proxies to vote for or against the Resolutions to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/her/their discretion, as he/they will on any matter arising at the Extraordinary General Meeting. (Please indicate your vote For or Against with a tick [ ] within the box provided.) As Ordinary Resolutions: For Against 1. To approve the Acquisiion 2. To approve the New Share Issue Mandate Dated this day of Total Number of Shares in: No. of Shares CDP Register Register of Members Signature(s) of Member(s) or, Common Seal of Corporate Member * Delete where inapplicable IMPORTANT: PLEASE READ NOTES OVERLEAF

21 PROXY FORM Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at the Extraordinary General Meeting ( EGM ) is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalide unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be rerpesented by each proxy. 4. Completion and return of this appointing a proxy shall preclude a member from attending and voting at the EGM. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the EGM in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the EGM. 5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 81 Ubi Avenue 4, #03-11 UB. One, Singapore not less than forty-eight (48) hours before the time appointed for the EGM. 6. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. 7. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the EGM, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the members, being the appointor, is not shown to have Shares entered against his names in the Depository Register as at 48 hours before the time appointed for holding the EGM, as certified by The Central Depository (Pte) Limited to the Company.