ELEKTROMOTIVE GROUP LIMITED (Incorporated in Singapore) (Company Registration Number Z)

Transcription

1 ELEKTROMOTIVE GROUP LIMITED (Incorporated in Singapore) (Company Registration Number Z) This announcement has been reviewed by the Company s Sponsor, RHT Capital Pte. Ltd. ( Sponsor ), 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 details of the contact person for the Sponsor are: Name: Mr. Wong Chee Meng Lawrence, Registered Professional Address: Six Battery Road #10-01 Singapore Tel: (65) SALE AND PURCHASE AGREEMENT ( SPA ) IN RESPECT OF THE PROPOSED ACQUISITION OF ASIA GALVANIZING PTE LTD ( AGPL ) 1. The Board of Directors (the Board ) of Elektromotive Group Limited (the Company or Purchaser or EGL ) refers to its announcement dated 15 August 2013 regarding the memorandum of understanding ( MOU ) signed in respect of the Proposed Acquisition (defined below) and pursuant thereto wishes to announce that the Company has on 11 November 2013 executed a sale and purchase agreement ( SPA ) with MA Builders Pte Ltd ( MAB ), James Ang Nam Heng, Albert Ang Nam Wah, Yeong Zi Li and the shareholders of MAB (which includes Teh Kim Siew, MA Holdings Pte Ltd, Ang Ghee Ann, Yeong Chee Yeen and Yeong Chun Song) (collectively referred to as the Vendors ) to acquire an aggregate of 2,040,000 shares of AGPL representing 51% of the issued and paid up capital in AGPL as at the Completion Date (defined below) (the Proposed Acquisition ) at Purchase Consideration (defined below) of S$7,650, Information on Asia Galvanizing Pte Ltd. AGPL is a Singapore based company engaging in the business of providing hot dip galvanizing coating services to clients in the construction and building, oil and petrochemical, marine offshore and general steel fabrication industries in Singapore ( Business ). 1

2 Equipped with the latest technology and one of the largest galvanizing bath in Singapore, AGPL is able to offer high quality products and services with a short turnaround time. In addition, AGPL also leverages on its competitive strengths of having a strong and experienced management team with in depth knowledge of the market. As at the date this announcement, AGPL has an issued and paid-up share capital of S$4,000,000 comprising 4,000,000 ordinary shares, and the shareholding are held by MAB, James Ang Nam Heng, Albert Ang Nam Wah and Yeong Zi Li as follows:- Shareholders No. of Shares Percentage shareholding (%) Ang Nam Heng James 600, Ang Nam Wah Albert 600, Yeong Zi Li 400, MA Builders Pte Ltd 2,400, ,000, The shareholders of MAB are Teh Kim Siew, MA Holdings Pte Ltd, Ang Ghee Ann, Yeong Chee Yeen and Yeong Chun Song ( MAB Shareholders ). MAB will undertake to complete a distribution in specie (by way of a capital reduction) such that its shareholding in AGPL is distributed on a pro rata basis to MAB Shareholders resulting in MAB Shareholders directly holding shares in AGPL in their own names and MAB ceasing to hold any shares in AGPL ( Distribution ). Based on the unaudited financial statements of AGPL as at 31 August 2013, the net tangible asset value of AGPL was approximately S$3.92 million and it recorded a net profit after tax of approximately S$1.54 million for the 11 months ended 31 August

3 Further financial information of AGPL for the financial years ended 30 September 2011 ( FY2011 ), 30 September 2012 ( FY2012 ) and the 11 months ended 31 August 2013 ( FP2013 ) is set out below (this information has been provided by the Vendors and has not been independently verified by the Company): (a) Balance Sheets (Audited) (Unaudited) (Unaudited) FY2011 FY2012 FP2013 S$ 000 S$ 000 S$ 000 ASSETS Current assets Trade and other receivables 162 2,466 4,799 Deposits and prepayments Inventories - 1,904 2,121 Cash and cash equivalents ,925 7,256 Non-current assets Property, plant and equipment 6,696 13,538 12,786 Total assets 7,038 18,463 20,042 LIABILITIES Current liabilities Trade and other payables (3,052) (2,763) (2,854) Borrowings (2,400) (13,269) (5,997) (5,452) (16,032) (8,851) Non-current liabilities Borrowings - (51) (7,274) Total liabilities (5,452) (16,083) (16,125) NET ASSETS 1,586 2,380 3,917 EQUITY Share capital 2,000 4,000 4,000 Accumulated losses (414) (1,620) (83) Total equity 1,586 2,380 3,917 Profit and Loss Statement (Audited) (Unaudited) (Unaudited) FY2011 FY2012 FP2013 S$ 000 S$ 000 S$ 000 Revenue - 4,886 13,954 Cost of sales - (3,792) (9,213) Gross Profit - 1,094 4,741 Other income Other operating expenses (416) (2,356) (3,278) (Loss)/ Profit before income tax (411) (1,206) 1,536 Income tax (Loss)/ Profit after income tax (411) (1,206) 1,536 3

4 3. Salient Terms of the Proposed Acquisition under the SPA 3.1 Purchase Consideration (a) The aggregate consideration for the sale of 51% of the issued and paid up shares in the capital of AGPL (the Sale Shares ) to EGL shall be S$7,650,000 (the Purchase Consideration ). This is based on an agreed valuation of AGPL at S$15 million, on willing buyer willing seller basis and taking into consideration the financial performance of AGPL for the financial year ended 30 September 2013 and the business prospects of AGPL. The Purchase Consideration shall be fully satisfied in the following manner: (i) issue and allotment to the Vendors in the proportion set out below of 162 million new shares in the share capital of EGL at the issued price of S$0.025 (representing S$4.05 million of the Purchase Consideration) ( Consideration Shares ), to be credited as fully paid and ranking pari passu in all respects with the existing ordinary shares in the capital of EGL. The issue price of S$0.025 represents (A) a premium of 14.1% as compared to the volume weighted average price of S$ on 8 November 2013 (being the market day immediately preceding the date of the SPA), and (B) a premium of 1.63% as compared to the volume weighted average price of S$ on 14 August 2013 (being the market day immediately preceding the date of the MOU); (ii) S$3.6 million in cash to be paid to the Vendors ( Cash Consideration ) in the proportion set out below: Vendors Total Number of Consideration Shares to be issued to Vendor As a Percentage of the Enlarged Issued Capital of the Company Total Cash Consideration Payable to Vendor (S$) No. of Sale Shares to be sold James Ang Nam Heng 24,300, % 540, ,000 Albert Ang Nam Wah 24,300, % 540, ,000 Yeong Zi Li 16,200, % 360, ,000 Yeong Chun Song 19,440, % 432, ,800 Yeong Chee Yeen 19,440, % 432, ,800 Ang Ghee Ann 24,300, % 540, ,000 MA Holdings Pte Ltd 24,300, % 540, ,000 Teh Kim Siew 9,720, % 216, ,400 4

5 162,000, % 3,600,000 2,040,000 (c) (d) The Purchase Consideration shall be paid in three (3) tranches (each a Consideration Tranche ). The first Consideration Tranche shall comprise (i) one-third of the total number of Consideration Shares (equivalent to 54 million Consideration Shares) and (ii) one-third the total Cash Consideration (equivalent to S$1.2 million). The second Consideration Tranche shall comprise (i) two-thirds of the total number of Consideration Shares (equivalent to 108 million Consideration Shares) and (ii) one-third the total Cash Consideration (equivalent to S$1.2 million). The third Consideration Tranche shall comprise one-third the total Cash Consideration (equivalent to S$1.2 million). The first Consideration Tranche shall be fully paid on Completion Date (as defined below), the second Consideration Tranche no later than ten (10) business days after the date of issue of the FY2014 Accounts and if the FY2014 Profit Warranty is achieved ( Second Consideration Tranche Payment Date ), and the third and final Consideration Tranche no later than ten (10) business days after the date of issue of the FY2015 Accounts and if the FY2015 Profit Warranty (defined below) is met ( Final Consideration Tranche Payment Date ), or such later date(s) as the Parties may mutually agree in writing, it being agreed between the Parties that in the event the FY2014 and/or FY2015 Profit Warranty is/are not achieved, the second and/or third Consideration Tranche shall not be payable by the Purchaser to the Vendors until the latter have paid the shortfall described in paragraph 3.4 below. Post Completion Date, the shareholding of AGPL will be as follows:- Shareholders of AGPL Total Number of Shares held in AGPL Percentage of Shareholding in AGPL The Company 2,040,000 51% James Ang Nam Heng 294, % Albert Ang Nam Wah 294, % Yeong Zi Li 196, % Yeong Chun Song 235, % Yeong Chee Yeen 235, % Ang Ghee Ann 294, % MA Holdings Pte Ltd 294, % Teh Kim Siew 117, % 5

6 4,000, % 3.2 Completion Date Completion of the Proposed Acquisition shall be not later than ten (10) business days after the date on which the last of the Conditions Precedents is fulfilled or waived (the Completion Date ), in any event not later 30 April 2014, subject to such extension of time as may be agreed in writing between the parties to the SPA. The parties to the SPA shall use their best endeavours to complete as soon as practicably possible. 3.3 Condition Precedents to Completion Completion of the Proposed Acquisition shall be subject to the satisfaction of all the following conditions precedent amongst others on or prior to the Completion Date:- (a) (c) the requisite approval of the independent shareholders of the Purchaser at an extraordinary general meeting having been obtained for the transactions contemplated in the SPA (including the allotment and issue of the Consideration Shares and the purchase of the Sale Shares) and, if required, for the resolution passed by the independent shareholders of the Purchaser which would result in a waiver by the independent shareholders of the Purchaser of their right to receive a mandatory general offer from the Vendors and parties acting in concert with them in connection with the issue of the Consideration Shares under the Proposed Acquisition ( Whitewash Resolution ); the completion of a legal and financial due diligence exercise by the Purchaser on AGPL which shall include, without limitation, (i) the review of the Business and operations of AGPL; (ii) the review of the AGPL s historical figures; and (iii) the review of any and all documents relating to legal and taxation matters of AGPL, the results of such exercise being satisfactory to the Purchaser, in its sole and absolute discretion; and the completion of a financial review on AGPL conducted by the Purchaser to ensure that all issues highlighted in the financial due diligence report issued pursuant to the aforesaid financial due diligence exercise have been adequately and appropriately addressed, the results of such financial review being reasonably satisfactory to the Purchaser, in its sole and absolute discretion; listing and quotation notice being granted by the SGX-ST pursuant to the additional listing application by the Purchaser submitted through the Purchaser s Catalist sponsors for the listing and quotation of the Consideration Shares in accordance with this SPA, on the Catalist, and such approval not having been revoked or amended, and if the approval is granted subject to conditions, such conditions being reasonably acceptable to the Vendors and the Purchaser and if required by the SGX-ST, such conditions being fulfilled or satisfied before Completion, and the SGX-ST not having made any ruling the effect of which is to restrict or impede the listing and quotation of the Consideration Shares; 6

7 (d) (e) (f) (g) (h) (i) (j) (k) the approval of the SGX-ST for the Proposed Acquisition and if such approval is subject to conditions, such conditions being reasonably acceptable to the Vendors and the Purchaser, and such approval remaining in full force and effect at Completion; if required, the Securities Industry Council ( SIC ) having granted the Vendors and parties acting in concert with them, and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Singapore Code of Takeover and Mergers for the Consideration Shares not owned or controlled by the Vendors or parties acting in concert with them and from having to comply with the requirements of the said Rule 14, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendors and the Purchaser; no material adverse change or events, acts or omissions likely to lead to such change in the assets, prospects, performance, financial position or results of operations of AGPL (as reasonably determined by the Purchaser in its discretion) occurring on or before the Completion Date; all Warranties provided by the Vendors under this SPA (including but not limited to the NTA Warranty (defined below) being complied with, true, accurate and correct as at the date of this SPA and each day up to and including the Completion Date; completion of the audit of the financial statements of AGPL for the financial year ended 30 September 2013 ( FY2013 ) and the FY2013 Accounts of AGPL and the auditors report in respect of the same being provided to the Purchaser; all approvals and consents from all relevant governmental, statutory, regulatory and other competent authorities in Singapore and any other relevant jurisdictions and any other third parties for the sale and purchase of the Sale Shares, the completion of the terms of this SPA and the transactions contemplated hereunder and referred to hereunder having been granted or obtained and continuing to be in force and effect and not having been withdrawn, suspended, amended or revoked, and if such consents or approvals are granted or obtained subject to any conditions, such conditions being reasonably acceptable to the Vendors and the Purchaser; the execution of the shareholders agreement (referred to in paragraph 4 below); all necessary bank consents and other consents and other approvals having been obtained on terms and conditions acceptable to the Purchaser for the sale and purchase of the Sale Shares and such that Completion will not constitute an event of default or a breach, or result in the acceleration of indebtedness, or constitute or give rise to a prescribed event or a change in condition or position or otherwise at the date of Completion, under the terms of any indebtedness or otherwise whatsoever in respect of AGPL to or with any bank, financial institution, third party or authority; 7

8 (l) there not having been at any time prior to or on Completion the occurrence of any of the following events:- (i) liquidation, bankruptcy or insolvency of AGPL; (ii) termination of substantially all or part of the business of any entity within AGPL by resolution of the general meeting of their respective shareholders; (iii)appointment of any assignee, receiver or liquidator for substantially all or part of the assets or business of AGPL; or (iv)attachment, sequestration, execution or seizure of substantially all or part of the assets of AGPL, (m) (n) the execution of a service agreement between each of the executive directors of AGPL, namely Ang Nam Wah Albert and Ang Nam Heng James, with AGPL, which service agreement shall be for an initial period of five (5) years ( Service Agreement ); and MAB completing the Distribution. 3.4 Profit and NTA Warranty Each of the Vendors jointly and severally represents and warrants that, inter alia: (a) the audited net profit after tax excluding any and all extraordinary gain ( NPAT ) for the financial year ended 30 September 2013 shall not be less than S$1.5 million; the audited NTA of AGPL for the financial year ended 30 September 2013 and unaudited NTA as at Completion Date shall not be less than S$3.0 million and S$4.0 million respectively ( NTA Warranty ); and (c) the audited NPAT for each of FY2014, FY2015 and financial year ending 30 September 2016 ( FY2016 ) shall not be less than S$2.5 million, S$3.0 million and S$3.5 million respectively. If the aforesaid profit warranty for each financial year referred to above in paragraph 3.4(c) is not achieved for whatever reason, the Vendors shall compensate EGL by paying the full amount of the shortfall between the NPAT warranty and the actual NPAT of AGPL in cash for each financial year referred to above in paragraph 3.4(c). In the event that (A) there are any trade receivables arising from the revenues of AGPL generated in FY2016 or earlier which become bad debts in financial year ending 30 September 2017 ( FY2017 ) as shown in the Accounts for FY2017 ( Bad Debts ), and (B) the amount of such Bad Debts if recorded in the FY2016 Accounts would have resulted in the FY2016 Profit Warranties not being achieved, the Vendors agree and undertake to compensate the Purchaser by paying the shortfall subject to a cap of S$500,000, in cash to AGPL within ten (10) Business Days after the date of issue of the Accounts of the AGPL for FY

9 For the avoidance of doubt, if the profit warranties above are achieved, there shall be no adjustment to the Purchase Consideration. The Purchaser and the Vendors have also agreed that the FY2014, FY2015 and FY2016 Profit Warranties are provided on the assumption that the prevailing corporate tax rate of 17% as at the date of the SPA remains unchanged as at the end of each of the respective financial years of FY2014, FY2015 and FY2016. In the event that the corporate tax rate increases above the said 17%, the Parties agree that for purposes of ascertaining the FY2014, FY2015 and/or FY2016 Profit Warranties (as the case may be), the audited NPAT of AGPL for each of FY2014, FY2015 and/or FY2016 as shown in the FY2014 Accounts and FY2015 Accounts and/or FY2016 Accounts of AGPL will be adjusted by the then auditors of the Purchaser based on agreed upon procedures (to be mutually agreed with the said auditors, the Purchaser and the Vendors acting in good faith) to reflect the corporate tax rate of 17%. 3.5 Moratorium Each of the Vendors has agreed that they shall not sell, transfer, realise or otherwise dispose of any part of their Consideration Shares as follows: (a) 100% of the Consideration Shares for a period of one (1) year from the Completion Date; and 50% of the Consideration Shares for a period of two (2) years from the Completion Date. 3.6 Vendor s option to repurchase Sale Shares (a) (c) In the event of a significant change of control in EGL, the Vendors nominee, namely AGV Holdings Pte Ltd ( AGV ), shall have an option to purchase from EGL ( Option ) an amount of shares in AGPL equivalent to an aggregate of two per cent (2%) of the total issued and paid up share capital of AGPL or such other amount of AGPL shares ( Repurchased AGPL Shares ), such that the Vendors and AGV shall in aggregate own fifty-one per cent (51%) of the total issued and paid up share capital of AGPL and EGL 49%. The Option shall be exercisable for the duration of the Service Agreement. The Option has been granted at the request of the Vendors as part of the terms and conditions of the SPA as the Vendors wish to obtain majority control of AGPL in the event of a change in control of EGL. The Company agreed to grant the Option after taking into account all the terms and the structure of the Proposed Acquisition. The purchase price per Repurchased AGPL Share shall be determined based on the same S$15 million valuation of AGPL as the acquisition of the Sale Shares by the Purchaser. The term significant change of control shall mean: 9

10 (i) (ii) any person or persons acting together acquires control of EGL if such person or persons does not or do not have, and would not be deemed to have, control of EGL as at the date of the SPA; EGL consolidates with or merges into or sells or transfers all or substantially all of EGL s assets to any other person and such consolidation, merger, sale or transfer results in another person or persons acquiring control over EGL or the successor entity; (iii) one or more other persons acquires the legal or beneficial ownership of all or substantially all of EGL s total issued capital; or (iv) any change in the executive directors on the board of directors of the Purchaser arising from the events described in sub-clauses (i), (ii) and (iii) above, and control shall mean the control of more than 15 per cent of the voting rights of the issued share capital of EGL. 3.7 Dividends and/or Other Capital Distribution and/or Rights Issue After the Completion Date and prior to the Second Consideration Tranche Payment Date ( Relevant Period ), to the extent permitted by law and approved by the relevant regulatory authorities including but not limited to the SGX-ST, the Vendors are entitled to participate in any (i) dividends and/or other capital distribution to shareholders and (ii) rights issue of any securities, undertaken during the Relevant Period by the Company, as if all the Consideration Shares have been issued. The Company shall ensure that any such dividend, capital distribution and/or rights issue will be made on the basis of such participation by the Vendors, Provided Always That the payment of the aforesaid dividends and/or other capital distribution to shareholders and the issue of any securities arising from the aforesaid rights issue, (a) shall be made no earlier than the Second Consideration Tranche Payment Date and shall be conditional upon the FY2014 Profit Warranty having been achieved or if not achieved, the relevant cash top up referred to in paragraph 3.4 above having been duly made. 3.8 Right of First Refusal The Vendors have undertaken that he/it shall not undertake (whether on its own or with any other party), and enter into and/or agree to enter into any agreement, understanding and/or arrangement to undertake, any Business Opportunity in any part of the world unless the Vendor first offers such opportunity to the Purchaser, on the same terms and conditions which the Vendor is subject to in respect of such Business Opportunity. "Business Opportunity" means:- (a) any proposal to carry out the Business (whether as an owner and/or in any other capacity) or to divest any of the business and operations of the Vendors in or into any part of the world which directly competes with the Business; any proposal to acquire any interest in or carry on (whether directly or indirectly, and whether as trustee, agent, shareholder, investor, joint venture partner or in 10

11 any other capacity) any business in any part of the world in direct competition with the Business; and/or (c) any proposal to expand the business and operations of the Vendors in or into any part of the world which may directly compete with the Business. The Vendors shall notify the Purchaser in writing of the Business Opportunity ( Notice ) promptly upon the Vendors having the intention to enter into any agreement, understanding and/or arrangement to undertake any Business Opportunity. In the event that each of the Vendors does not receive any written reply or indication from the Purchaser within 60 calendar days after the date of the Notice to participate or to be otherwise involved in the Business Opportunity or in the event that after using best commercial endeavours the Parties are unable to finalize, agree and consummate an agreement for the entry by the Purchaser in the Business Opportunity, within 6 months of the Notice, each of the Vendors shall be free to undertake the Business Opportunity without further reference to the Purchaser. 4. Shareholders Agreement The parties to the SPA agree that a shareholders agreement between EGL and the remaining 49% shareholders of AGPL shall be executed by Completion Date. 5. Rationale for the Proposed Acquisition The Board is of the view that the Proposed Acquisition will allow the Company to strengthen the Group s performance and balance sheet significantly. The Board believes to the best of its knowledge that the hot dip galvanising services business has a strong potential to grow in view of the gradual pick up of the activities in the construction, civil engineering, marine & offshore and oil & gas industries globally and regionally. The Board also places great confidence in its dynamic and experienced management team who have a strong foresight to capitalise on opportunities and propel AGPL to the next level of growth. The Board is optimistic about the outlook of the industries AGPL provides its services to, and believe that it is an opportune time to acquire AGPL at its growing stage. The Board believes that acquiring AGPL is a win-win situation for Group as it will allow the Group to capitalise on a ready business that will generate stable returns within a short span of time. By acquiring AGPL, the Group will be able to strengthen its financials with the stable recurring income and at the same time, focus on developing the core electric vehicle supply equipment business of the Group. 11

12 6. The Proposed Acquisition as an Interested Person Transaction 6.1 Pursuant to Chapter 9 of the Catalist Rules, an immediate announcement and shareholders' approval is required in respect of a transaction between an entity at risk and interested persons if the value of that transaction exceeds 5% of the group's latest audited net tangible assets. 6.2 The Directors of Company Mr Ricky Ang Gee Hing and Mr Ang Ghee Ann are interested in the Proposed Acquisition, as Mr Ang Ghee Ann is one of the Vendors and is the brother of Mr Ricky Ang Gee Hing. MA Holdings Pte Ltd and its shareholders (Ang Bee Lin, Ang Yee Huat and Ang Ghee Ann who are all siblings) are also Associates (as defined under the Catalist Rules) of Mr Ricky Ang Gee Hing and Mr Ang Ghee Ann. Accordingly, Mr Ang Ghee Ann and MA Holdings Pte Ltd are each deemed to be an interested person under Chapter 9 of the Catalist Rules and the Proposed Acquisition will constitute an "interested person transaction" under Chapter 9 of the Catalist Rules. Save as disclosed above, the other Vendors are not related to the Company, its directors and/or its substantial shareholders. 6.3 As the Purchase Consideration will be approximately (409)% of the Group's latest audited net tangible liabilities of approximately S$1.87 million as at 31 March 2013, the Company will be seeking independent shareholders' approval for the Proposed Acquisition pursuant to Chapter 9 of the Catalist Rules at the EGM. 6.4 Mr Ricky Ang Gee Hing and Mr Ang Ghee Ann (who holds approximate 1.11% and 0.75% (both direct and deemed interests) respectively of the total issued share capital of the Company as at the date of this announcement) will abstain, and have undertaken to ensure that each of their Associates will abstain, from voting on the ordinary resolutions to approve the Proposed Acquisition. Each of them and his Associates will also not accept nominations as proxy or otherwise for voting at the EGM in respect of such resolutions. 6.5 Save for the Proposed Acquisition, there are no other interested person transactions with Mr Ricky Ang Gee Hing and Mr Ang Ghee Ann since the beginning of the current financial year ending 31 March There are also no interested person transactions with other interested persons of the Company in the current financial year to date save for (a) (c) the issuance of 7 sub-tranches of convertible notes amounting to S$1,400,000 (before deduction of expenses) of the total S$20,000,000 in principal value of 0% equity linked redeemable structured convertible notes due 2018 issued to Advance Opportunities Fund; the conversion of the abovementioned convertibles notes into 71,268,976 shares of the Company issued in favour of Advance Opportunities Fund; and the S$14,000 arranger fees paid to Advance Capital Partners Limited. 12

13 Both Advance Opportunities Fund and Advance Capital Partners Limited are associates of Mr Tan Choon Wee (an Executive Director of the Company). Details of the said notes issuance and arranger fees are set out in the Company s circular to shareholders dated 4 May Source of Funding The Company will fund the cash portion of the Purchase Consideration from its internal working capital. 8. Financial Effects of the Proposed Acquisition The proforma financial effects of the Company after the Proposed Acquisition set out in this Announcement below are for illustrative purposes only and do not reflect the actual future financial position of the Company following the Completion of the Proposed Acquisition. The proforma financial effects of the Proposed Acquisition are based on the following assumptions: (a) (c) (d) (e) (f) (g) in the calculation of the net tangible assets ( NTA ) and NTA per share, for illustrative purposes, it is assumed that the Proposed Acquisition had been effected on 31 March 2013; in the calculation of NTA per share and net assets value ( NAV ) per share, the number of shares is based on the total number of issued shares as at 31 March 2013 after adjusting for the shares consolidation of 10 shares to 1 share; in the calculation of earnings per share ( EPS ), for illustrative purposes, it is assumed that the Proposed Acquisition had been effected on 1 April 2012; in the calculation of EPS, the number of shares is based on the weighted average number of ordinary shares for the financial year ended 31 March 2013 after adjusting for the shares consolidation of 10 shares to 1 share; the Purchase Consideration of S$7.65 million is fully paid on Completion and share price of the Company is S$0.025 as at Completion; transactional costs incurred for the Proposed Acquisition are assumed to be insignificant and ignored for computational purposes; the relevant financial information of AGPL used is based on the 12-month period from 1 April 2012 to 31 March

14 Before Proposed Acquisition After Proposed Acquisition Net Tangible Assets ( NTA ) (S$ 000) (1,869) (4,229) NTA per share (S$ cents) (0.45) (0. 74) Net Assets Value ( NAV ) (S$ 000) 6,708 11,998 NAV per share (cents) Net losses before tax, MI and extraordinary items (S$ 000) (3,660) (3,595) Losses per share (cents) (0.11) (0.11) Share capital ($ 000) 135, ,999 Share Capital (No. of shares) 411,350, ,350,663 Gearing Ratio (1) Note: (1) The Gearing Ratio was determined based on information provided by the Vendors. The Company has not conducted an independent review or verification of the accuracy of such information. 9. Relative Figures under Rule 1006 The relative figures for the Proposed Acquisition computed on the bases set out in Rule 1006 of the Rules of the Catalist of the Listing Manual of the SGX-ST (the Rules of Catalist ), are as follows:- Rule 1006(a) Not applicable. Rule 1006 The net profits attributable to AGPL for the 12 months ended 31 March 2013 of S$56,000 compared with the Group s loss of S$(3.66) million for FY2013 is approximately (1.53%). Under Rule 1002(3), net profit/loss means profit or loss before income tax, minority interests and extraordinary items. 14

15 Rule 1006(c) The aggregate value of the consideration given for the Proposed Acquisition is approximately S$7,650,000, compared to the Company s market capitalization of S$9,400,222 (based on 429,233,886 shares in issue and the weighted average price of S$ per Share of the Company transacted on the Catalist on 8 November 2013, being the full market day immediately prior to the signing of the SPA), is approximately 81.38%. Rule 1006(d) The number of Consideration Shares of 162,000,000 compared to the Company s total in issue of 429,233,886 shares is approximately 37.74%. Rule 1006(e) Not applicable. Pursuant to the tests for Rule 1006 (c) above, the Proposed Acquisition constitutes a Major Transaction under Chapter 10 of the Rules of Catalist and accordingly, is subject to the approval of the shareholders at the EGM. 10. Rule 1013(1) of the Catalist Rules 10.1 Views of the Board The Board is of the view that the Vendors' NPAT warranty is reasonable and in accepting the NPAT warranty took into account the following consideration: (a) (d) (e) AGPL has recorded an unaudited profit of S$1.5 million for the 11 months ended 31 August 2013; To the best of the Directors knowledge, the hot dip galvanising services business has a strong potential to grow, in particular with the gradual pick up of the activities in the construction, civil engineering, marine & offshore and oil & gas industries globally and regionally; The Board is confident that AGPL's management team is able to capitalise on the current growth opportunities based on their experience and expertise; and The Company is acquiring 51% of AGPL and is of the opinion that the cash top up of the NPAT warranty shortfall and the staggered payment of the Purchase Consideration are sufficient to compensate the Company if the NPAT warranty is not met and to safeguard the Company's right of recourse respectively 15

16 10.2 Commercial Bases and Assumptions upon which Quantum of NPAT Warranty is based The NPAT warranty was determined at arm s length and on a willing-buyer willing-seller basis, taking into account AGPL s unaudited NPAT of S$1.54 million for the 11 months ended 31 August 2013, and is on the assumption that as at 31 August 2013, AGPL s unaudited working capital of S$4.4 million is sufficient to achieve the NPAT Warranty Manner and Amount of Compensation to be paid if NPAT Warranty not met and Basis for such a Compensation The Vendors will provide a cash top-up of any shortfall between the NPAT warranty and the actual NPAT for each of FY2014, FY2015 and FY2016 referred to above paragraph in 3.4(c). If the profit warranties above are achieved, there shall be no adjustment to the Purchase Consideration The Company is of the view that such compensation is in its best interest of the Group The safeguards put in place to ensure the Company s right of recourse if the profit guarantee is not met, if any In addition to the Vendors obligation to top up any shortfall in the event of the NPAT warranty is not met, other safeguards in place include the staggered payment of the Purchase Consideration referred to in paragraph 3.1(c) above. 11. Independent Financial Adviser The Company will in due course appoint an Independent Financial Adviser (the IFA ) to the independent Directors of the Company to opine on whether the financial terms of the Proposed Acquisition are on normal commercial terms and are not prejudicial to the interests of the Company and its minority Shareholders. 12. Statement from the Audit Committee The Audit Committee of the Company will consider the opinion of the IFA when it issues its IFA opinion letter in due course and will form a view, which will be set out in the circular as referred to below when it is finalised. 13. EGM A circular to shareholders (the Circular ) setting out the information on the Proposed Acquisition, together with a notice of EGM to be convened, will be dispatched to shareholders in due course. In the meantime, Shareholders are advised to refrain from taking any action in the Company which may be prejudicial to their interests until they or their advisers have considered the information and recommendations to be set out in the Circular. 16

17 14. Interests of the Directors and Controlling Shareholders Save as disclosed in paragraph 6 above, none of the Directors are interested and the controlling shareholders of the Company have any interest, direct or indirect, in the Proposed Acquisition. 15. Details of any service contracts of the directors proposed to be appointed to the issuer in connection with the transaction Albert Ang Nam Wah and James Ang Nam Heng will be appointed to the Board of the Company at the completion of the Proposed Acquisition as non-executive Directors. 16. Trading Caution Shareholders are advised to exercise caution in trading their Shares. There is no certainty or assurance as at the date of this announcement that the Proposed Acquisition will be completed or that no changes will be made to the terms thereof. The Company will make the necessary announcements when there are further developments in respect of the Proposed Acquisition. Shareholders are advised to read this announcement and any further announcements by the Company carefully. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take. 17. Documents Available for Inspection A copy of the SPA is available for inspection during normal business hours at the Company s registered office at 9 Battery Road #15-01 Straits Trading Building Singapore for three (3) months after the date of this announcement. BY ORDER OF THE BOARD Ricky Ang Gee Hing Executive Vice-Chairman and Managing Director 11 November