SURFACE MOUNT TECHNOLOGY (HOLDINGS) LIMITED

Transcription

1 SURFACE MOUNT TECHNOLOGY (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) Board of Directors: Prof Chan Kei Biu (Chairman and Senior Managing Director) Mr Liu Chuanwen (Executive Director) Ms Yu Xiaoli (Executive Director) Mr Antonio Chan (Lead Independent Director) Mr Sonny Tan Hock Sun (Independent Non-Executive Director) Mr Tan Ser Ko (Independent Non-Executive Director) Registered Office: Canon s Court 22 Victoria Street Hamilton HM12 Bermuda Date: 8 August 2014 To: The Shareholders of Surface Mount Technology (Holdings) Limited Dear Sir/Madam OFF-MARKET EQUAL ACCESS OFFER 1. INTRODUCTION At the special general meeting ( SGM ) of Surface Mount Technology (Holdings) Limited (the Company ) held on 30 July 2014, the shareholders of the Company approved a share buyback (the Share Buyback ) to authorise the directors of the Company ( Directors ) to purchase, on behalf of the Company, ordinary shares held by the Shareholders in the capital of the Company (the Shares ) in accordance with the terms set out in the Circular to shareholders dated 8 July 2014 (the Circular ) as well as the bye-laws of the Company (the Bye-Laws ). 2. PROPOSED SHARE PURCHASE Pursuant to the SGM, the Directors propose to undertake an off-market purchase of the Shares in accordance with the equal access scheme ( Off-Market Equal Access Offer ) set out in this Letter. 3. TERMS AND CONDITIONS OF THE OFF-MARKET EQUAL ACCESS OFFER The Directors hereby make an offer to acquire, for and on behalf of the Company, Shares of the Company by way of an Off-Market Equal Access Offer on the terms and conditions set out in this Letter (including the relevant Acceptance Form (as defi ned below) despatched together with this Letter), and on the following basis: 3.1 Offer Price The Offer Price for each Share shall be S$0.005 in cash. 3.2 Determination of Actual Number of Shares to be Acquired from each Shareholder At the close of the Off-Market Equal Access Offer the Company will purchase the Shares (based on the number of Shares as indicated or assumed to be indicated in the Form of Acceptance and Authorisation for Shares ( FAA ) validly tendered by the accepting Shareholders ( Accepting Shareholders ) in acceptance of the Company s offer (in accordance with and subject to the terms and conditions set out in the FAA). 3.3 Duration of Off-Market Equal Access Offer The Off-Market Equal Access Offer will be open for acceptance by Shareholders for a period of 30 calendar days from the date of this Letter. 1

2 Accordingly, the Off-Market Equal Access Offer will close at 5.30 p.m. on 8 September 2014 ( Closing Date ). Any reference in this Letter to a time of the day and date shall be a reference to Singapore time and date respectively, unless otherwise stated. 3.4 Rights Attaching To Shares Acquired Subject to Off-Market Equal Access Offer The Shares which are acquired pursuant to the Off-Market Equal Access Offer will be acquired fully paid and free from all charges, liens, pledges, trusts and other encumbrances, and together with all rights, benefi ts and entitlements attached thereto as at the date of this Letter and thereafter attaching thereto, including the right to receive all dividends, rights and other distributions (if any) which may be declared, paid or made thereon, on or after the date of the Circular. 3.5 Shareholders not Participating in Off-Market Equal Access Offer Please note that each of Redbud (Oversea) Holding Limited and Professor Chan Kei B iu will not be participating in the Off-Market Equal Access Offer in respect of the Shares held by each of them. As at 30 July 2014, being the latest practicable date prior to the printing of this Letter (the Latest Practicable Date ), the number of Shares in which they have an interest amounting to 156,252,290 Shares in aggregate, representing 84.3 per cent, of the total issued share capital of the Company 1, in a breakdown as follows: Name of Shareholder/Director No. of Shares (Direct/Deemed Interest) Redbud (Oversea) Holding Limited 150,000,000 Professor Chan Kei B iu 6,252, PROCEDURES FOR ACCEPTANCE Please refer to the Acceptance Form (as defi ned below) despatched together with this Letter. If you have Shares standing to the credit of your securities account ( Securities Accounts ) with The Central Depository (Pte) Limited ( CDP ) ( Depositors ), you should receive a FAA, together with this Letter. If you have Shares which are not deposited with CDP ( in scrip form ), you should receive a Form of Acceptance and Transfer ( FAT ), together with this Letter. The FAA and FAT shall collectively be referred to in this Letter as the Acceptance Forms. Please read the Appendix to this Letter for further details on the procedures for acceptance and other relevant information. 5. OPTIONS AVAILABLE TO SHAREHOLDERS YOU MAY CHOOSE FROM THE FOLLOWING TWO OPTIONS: OPTION 1 - Accept the Off-Market Equal Access Offer in accordance with its terms If you choose to accept the Off-Market Equal Access Offer, you should complete, sign and return the Acceptance Form which is despatched together with this Letter. Please follow the provisions and instructions stated in this Letter and the Acceptance Form. OPTION 2 - Take No Action If you choose not to accept the Off-Market Equal Access Offer, you do not have to take any action. 1 In this Letter, for the purposes of computation, the total number of Shares in issue is 185,522,331 as at the Latest Practicable Date. 2

3 6. RATIONALE FOR PROPOSED SHARE PURCHASE 6.1 Delisting Notifi cation The Company was placed on the watch list ( Watch-list ) pursuant to Rule 1311 of the Listing Manual of the SGX-ST (the Listing Manual ) by the SGX-ST on 3 June 2011 and was given 24 months from this date to meet the requirements under Rule 1314 of the Listing Manual to be removed from the Watch-list. The Company had subsequently applied to Singapore Exchange Securities Trading Limited (the SGX-ST ) on 4 June 2013 for a time extension to meet those requirements. Pursuant to Practice Note 3.2, an issuer may apply to the SGX-ST for an extension to the 24-month period and the SGX-ST may, if circumstances warrant it, grant an extension of up to 12 months if the issuer satisfi es at least one of the requirements under Rule 1314(1) and has achieved healthy cash fl ow from its operating activities (based on its latest consolidated audited fi nancial statements). Although the Company achieved a profi t before tax of S$1.1 million and positive cashfl ow from operating activities for the nine months ended 31 December 2013 of S$2.5 million, it reported a working capital defi cit of S$34.1 million with borrowings due within one year amounting to S$27.6 million. The Company s market capitalisation was also below S$40 million. The SGX-ST has since informed the Company that it is unable to grant an extension of the Watch-list period. On 14 March 2014, the Company announced that the SGX-ST had on 13 March 2014 issued a delisting notifi cation to the Company (the Delisting Notification ) under Rule 1315 of the Listing Manual. In the Delisting Notifi cation, the SGX-ST notifi ed the Company that: (i) (ii) (iii) Pursuant to Rule 1306 of the Listing Manual, the Company or its controlling shareholder(s) must comply with the requirements of Rule 1309 of the Listing Manual which requires the Company or its controlling shareholder(s) to provide a reasonable exit offer to the shareholders of the Company (the Shareholders ). The SGX-ST will grant the Company an extension of time for the Company or its controlling Shareholders to make a reasonable exit offer to the Shareholders. Trading in the Company s securities will continue until 5 p.m. on 11 April 2014 and trading will remain suspended from 12 April 2014 until the completion of a cash exit offer. On 11 April 2014, the Company announced the suspension of trading of the Shares with immediate effect. 6.2 No Reasonable Cash Exit Offer Upon the receipt of the Delisting Notifi cation, the Company had immediately sought to explore various options to provide Shareholders with a reasonable exit alternative. In particular, the Company had sought to solicit an expression of interest from the controlling shareholder of the Company to make an exit offer for all the Shares of the Company, in view of the impending delisting of the Company (the Delisting ). However, the Company has been unable to source a reasonable cash exit alternative for the Shareholders from its controlling shareholder and has not received any exit offer proposal from any other party. 6.3 Viability of Members Voluntary Liquidation and Court-Ordered Winding Up As disclosed in the Circular, the Directors of the Company are of the view that a members voluntary liquidation and a court-ordered winding up are not viable options for the Company. Please refer to paragraphs 1.3 and 1.4 of the Circular for further details. 6.4 In view of the above, the Company sought Shareholders approval to the Share Buyback. 3

4 7. STATUS OF PURCHASED SHARES UNDER THE SHARE BUYBACK All Shares purchased or acquired by the Company pursuant to the Off-Market Equal Access Offer shall be treated as cancelled immediately on purchase, and the amount of the Company s issued capital will be diminished by the nominal value of those shares being purchased. All rights and privileges attached to the Shares purchased or acquired by the Company will be extinguished on cancellation. However, the cancellation of repurchased Shares shall not be taken as reducing the amount of the Company s authorised share capital. 8. OVERSEAS SHAREHOLDERS 8.1 Availability The availability of the Off-Market Equal Access Offer to Shareholders whose addresses are outside Singapore as shown in the Register or, as the case may be, in the records of CDP (the Overseas Shareholders ) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, Overseas Shareholders should inform themselves about and observe any applicable legal requirements. For the avoidance of doubt, the Off-Market Equal Access Offer is made to all Shareholders, including those to whom this Letter, the FAAs and the FATs have not been, or will not be, sent, provided that this Letter does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful and the Off-Market Equal Access Offer is not being made into any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Company may, in its sole discretion, take such action as it may deem necessary to extend the Off-Market Equal Access Offer to Shareholders in any such jurisdiction. It is the responsibility of Overseas Shareholders who wish to accept the Off-Market Equal Access Offer to satisfy themselves as to the full observance of the laws of the relevant jurisdiction, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholders shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Company and any person acting on the Company s behalf shall be fully indemnifi ed and held harmless by such Overseas Shareholders for any such taxes, imposts, duties or other requisite payments as the Company and/or any person acting on the Company s behalf may be required to pay. In accepting the Off-Market Equal Access Offer, each Overseas Shareholder represents and warrants to the Company that he is in full observance of the laws of the relevant jurisdiction in that connection and that he is in full compliance with all necessary formalities or legal requirements. If you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction. 8.2 Copies of this Letter and the Acceptance Form Shareholders (including Overseas Shareholders) may obtain copies of this Letter, the FAA and the FAT during normal business hours and up to the Closing Date, from the offi ce of The Central Depository (Pte) Limited at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore Alternatively, Shareholders (including Overseas Shareholders) may write in to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffl es Place #32-01, Singapore Land Tower, Singapore to request for this Letter, the FAA and the FAT to be sent to an address in Singapore by ordinary post at his own risk (up to three market days prior to the Closing Date). For the avoidance of doubt, the Off-Market Equal Access Offer is made to all Shareholders including those Shareholders to whom this Letter and the Acceptance Forms may not be despatched. 8.3 Notice The Company reserves the right to notify any matter, including the fact that the Off-Market Equal Access Offer has been made, to any or all Shareholders (including Overseas Shareholders) by announcement via SGXNET, in which case such notice shall be deemed to have been suffi ciently given notwithstanding any failure by any Shareholder to receive or see such announcement. 4

5 9. PAYMENT OF THE OFFER PRICE On the assumption that all Shareholders (except Redbud (Oversea) Holding Limited and Professor Chan Kei B iu) tender all of their Shares in acceptance of the Off-Market Equal Access Offer, the aggregate Offer Price paid by the Company in satisfaction of the Off-Market Equal Access Offer shall be S$ 146,350. The Company will use internal sources of funds to fi nance the Share Buyback. 10. GENERAL 10.1 Governing Law and Jurisdiction This Letter and the Acceptance Forms, all acceptances of the Off-Market Equal Access Offer, all contracts made pursuant thereto and all action taken or deemed to be taken or made in connection with any of the foregoing shall be governed by, and construed in accordance with, the laws of Singapore and all Accepting Shareholders agree by accepting the Off-Market Equal Access Offer to submit to the non-exclusive jurisdiction of the courts of Singapore No Third Party Rights A person who is not a party to any contracts made pursuant to the Off-Market Equal Access Offer, this Letter and the Acceptance Form has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts Accidental Omission Accidental omission to despatch this Letter, the Acceptance Forms and/or any notice or announcement required to be given under the terms of the Off-Market Equal Access Offer to, or any failure to receive the same by, any person to whom the Off-Market Equal Access Offer is made or should be made, shall not invalidate the Off-Market Equal Access Offer in any way. 11. IMPORTANT INDICATIVE DATES AND EVENTS DATE AND TIME EVENT 8 August 2014 Despatch of the Offer Letter and the Acceptance Forms 8 September 2014 Closure of acceptance period 10 September 2014 Announcement of acceptances in respect of the Off-Market Equal Access Offer 10 September 2014 Delisting of the Company from the Main Board of the SGX-ST 25 September 2014 ( Equal Access Payment Date ) Payment to Shareholders for Shares tendered pursuant to the Off-Market Equal Access Offer Shareholders should note that the above timetable is indicative only and is subject to change. 12. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept responsibility for the accuracy of the information given in this Letter and confi rm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated in this Letter are fair and accurate in all material respects as at the date hereof and that there are no materials facts the omission of which would make any statement in this Letter misleading. Yours faithfully For and on behalf of the Board of Directors of Surface Mount Technology (Holdings) Limited Professor Chan Kei Biu Chairman and Senior Managing Director 5

6 APPENDIX ADMINISTRATIVE PROCEDURES FOR ACCEPTANCE A. Instructions for Acceptances (i) CDP Depositors CDP Depositors whose Securities Accounts are credited with Shares If you have Shares standing to the credit of the Free Balance of your Securities Account, you should receive this Letter together with an FAA. If you wish to accept the Off-Market Equal Access Offer, you should: (a) (b) (c) complete the FAA in accordance with this Letter and the instructions printed on the FAA. In particular, you must state in Part A of the FAA, the number of Shares in respect of which you wish to accept the Off-Market Equal Access Offer; sign the FAA in accordance with this Letter and the instructions printed on the FAA; and deliver the completed and signed FAA: (I) (II) by hand to Surface Mount Technology (Holdings) Limited c/o The Central Depository (Pte) Limited, 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore ; or by post, in the enclosed pre-addressed envelope at your own risk, to Surface Mount Technology (Holdings) Limited c/o The Central Depository (Pte) Limited, Robinson Road Post Offi ce, P.O. Box 1984, Singapore , in each case so as to arrive not later than 5.30 p.m. on the Closing Date. If you have sold or transferred all your Shares, you need not forward this Letter and/or the FAA to the purchaser or transferee (the Purchaser ) as arrangements will be made by CDP for a separate Letter and FAA to be issued to the Purchaser. Purchasers should note that CDP will, on behalf of the Company, send a copy of this Letter and the FAA by ordinary post at the Purchasers own risk to their respective addresses as they appear in the records of CDP. CDP Depositors whose Securities Accounts will be credited with Shares If you have purchased Shares on the SGX-ST after the date of despatch of this Letter ( Despatch Date ), you should also receive this Letter together with the FAA. If you wish to accept the Off-Market Equal Access Offer, you should, after the Free Balance of your Securities Account has been credited with such number of Shares: (a) (b) complete and sign the FAA in accordance with this Letter and the instructions printed on the FAA; and deliver the completed and signed FAA: (I) by hand to Surface Mount Technology (Holdings) Limited c/o The Central Depository (Pte) Limited, 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore ; or 6

7 (II) by post, in the enclosed pre-addressed envelope at your own risk, to Surface Mount Technology (Holdings) Limited c/o The Central Depository (Pte) Limited, Robinson Road Post Offi ce, P.O. Box 1984, Singapore , in either case so as to arrive not later than 5.30 p.m. (Singapore time) on the Closing Date. If upon receipt by CDP, on behalf of the Company, of the FAA, it is established that such Shares have not been, or will not be, credited to the Free Balance of your Securities Account (as, for example, where you sell or have sold such Shares), your acceptance is liable to be rejected and none of CDP or the Company accepts any responsibility or liability for the consequences of such a rejection. CDP Depositors whose Securities Accounts are and will be credited with Shares If you have Shares credited to your Securities Account, and have purchased additional Shares on the SGX-ST which are in the process of being credited to your Securities Account, you may accept the Off-Market Equal Access Offer in respect of the Shares standing to the credit of the Free Balance of your Securities Account and may accept the Offer in respect of the additional Shares purchased which are in the process of being credited to your Securities Account only after the Free Balance of your Securities Account has been credited with such number of Shares. General No acknowledgement will be given for submissions made. All communications, notices, documents and remittances to be delivered or sent to you will be sent by ordinary post at your own risk to your address as it appears in the records of CDP. For reasons of confi dentiality, CDP will not entertain telephone enquiries relating to the number of Shares credited to your Securities Account. You can verify the number of Offer Shares in your Securities Account:- (a) through CDP Online if you have registered for CDP Internet Access Service or (b) through CDP Phone Service if you have a T-Pin. Suspense Account Upon receipt of the FAA which is complete and valid in all respects, CDP will transfer the Shares in respect of which you have accepted the Off-Market Equal Access Offer from the Free Balance of your Securities Account to a Suspense Account. Such Shares will be held in the Suspense Account until the consideration for such Shares has been despatched to you. Offer Notification CDP will send you a notifi cation letter stating the number of Shares debited from your Securities Account and that such Shares will not be available for trading. No Securities Account If you do not have an existing Securities Account in your own name at the time of acceptance of the Off-Market Equal Access Offer, your acceptance as contained in the FAA will be rejected. Rejection Please note that your acceptance in respect of your Shares is liable to be rejected if the Free Balance of your Securities Account is not credited with such Shares by 5.30 p.m. on 8 September 2014, being the Closing Date. None of CDP nor the Company accepts any responsibility or liability for the consequences of such a rejection. (ii) Scrip Holders If you hold Shares which are not deposited with CDP ( in scrip form ), you should receive this Letter together with an FAT. 7

8 If you wish to accept the Off-Market Equal Access Offer, you should: (a) (b) (c) complete the FAT in accordance with this Letter and the instructions printed on the FAT; sign the FAT in accordance with this Letter and the instructions printed on the FAT; and deliver: (I) (II) (III) the completed and signed FAT; the share certifi cate(s), other document(s) of title and/or other relevant document(s) required by the Company relating to the Shares in respect of which you wish to accept the Off-Market Equal Access Offer; and where such Shares are not registered in your name, a transfer form, duly executed by the person in whose name such share certifi cate(s) is/are registered and stamped, with the particulars of transferee left blank (to be completed by the Company or a person authorised by it), to Surface Mount Technology (Holdings) Limited c/o Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffl es Place #32-01, Singapore Land Tower, Singapore so as to arrive not later than 5.30 p.m. on the Closing Date. No acknowledgement of receipt of any FAT, share certifi cate, other document of title, transfer form and/or any other document required by the Company, will be given. (iii) General The Company will be entitled to reject any acceptance which does not comply with the terms of this Letter and the relevant Acceptance Forms or which is otherwise incomplete, incorrect or invalid in any respect. If you wish to accept the Off-Market Equal Access Offer, it is your responsibility to ensure that the FAA and/or FAT, as the case may be, is properly completed in all respects and all required documents are provided. Any decision to reject any acceptance will be fi nal and binding and none of the Company, share registrar or CDP accepts any responsibility or liability for the consequences of such a decision. The Company reserves the right to treat acceptances of the Off-Market Equal Access Offer as valid if received by or on behalf of either of them at any place or places determined by them otherwise than as stated in this Letter or in the FAA and/or the FAT, as the case may be, or if made otherwise than in accordance with the provisions of this Letter and in the FAA and/or the FAT, as the case may be. If you hold some Shares in scrip form and others with CDP, you should complete an FAT for the former and an FAA for the latter in accordance with the respective procedures set out in this Letter if you wish to accept the Off-Market Equal Access Offer in respect of such Shares. If you hold Shares in scrip form, the Shares may not be credited into your Securities Account with CDP in time for you to accept the Off-Market Equal Access Offer if you were to deposit your share certifi cate with CDP after the Despatch Date. If you wish to accept the Off-Market Equal Access Offer in respect of such Shares, you should complete the FAT and follow the procedures set out in paragraph A(ii) of the Appendix to this Letter. All communications, certifi cates, notices, documents and remittances to be delivered or sent to you (or your designated agent or, in the case of joint accepting Shareholders who have not designated any agent, to the one fi rst named in the Register) will be sent by ordinary post to your respective mailing addresses as they appear in the records of CDP or the Register, as the case may be, at the risk of the person entitled thereto (or for the purposes of remittances only, to such different name and addresses as may be specifi ed by you in the FAA or the FAT, as the case may be, at your own risk). 8

9 B. Settlement Subject to the receipt by the Company from successful Accepting Shareholders of relevant Acceptance Forms which are complete in all respects and in accordance with the instructions given in this Letter and the relevant Acceptance Form, the Company will arrange for remittances for the appropriate amounts to be sent to CDP. Remittances in the form of Singapore dollar cheques for the appropriate amounts will be despatched to the Accepting Shareholders (or in the case of Accepting Shareholders holding share certifi cate(s) which are not deposited with CDP, their designated agents, as they may direct) by ordinary post or by such other manner as they may have agreed with CDP for payment of any cash distributions, at the risk of the Accepting Shareholders, as soon as practicable and in any case within 30 days after the Closing Date. CDP will debit the respective Securities Accounts of the successful Accepting Shareholders with the fi nal amount of Shares which has been determined to be bought back by the Company pursuant to the Off-Market Equal Access Offer and will despatch by ordinary post to the successful Accepting Shareholders at their respective addresses as they appear in the records of CDP, and at their own risk, notifi cation letters showing the number of Shares which have been debited against their respective Securities Accounts and the relevant amounts of remittances. Such notifi cations will be despatched by ordinary post not later than 30 days from the Closing Date. 9

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