UNITED FIBER SYSTEM LIMITED (Incorporated in the Republic of Singapore) Company Registration Number: E

Transcription

1 UNITED FIBER SYSTEM LIMITED (Incorporated in the Republic of Singapore) Company Registration Number: E PROPOSED S$1.88 BILLION ACQUISITION OF % OF PT GOLDEN ENERGY MINES TBK ( PROPOSED DSS ACQUISITION ) ISSUANCE OF UP TO S$45,499,173 IN AGGREGATE PRINCIPAL AMOUNT OF 5% BONDS DUE 2015 WHICH ARE MANDATORILY CONVERTIBLE INTO ORDINARY SHARES SUBJECT TO SATISFACTION OF CONDITIONS PRECEDENT FOR CONVERSION Capitalised terms used herein shall have the definitions ascribed to them in Appendix C to this Announcement, unless otherwise stated or the context otherwise requires. 1. INTRODUCTION The Board of Directors ( Board ) of United Fiber System Limited ( Company or UFS ) refers to the announcement released by the Company on 16 July 2013 in relation to the DSS Acquisition ( SPA Announcement ). The Board wishes to announce that the Company has, on 30 August 2013, entered into a subscription agreement ( Subscription Agreement ) with the unsecured creditors set out in Appendix A to this Announcement (collectively Subscribers and individually, Subscriber ) in relation to the proposed issue ( Bonds Issue ) to the Subscribers collectively of up to S$45,499,173 in aggregate principal amount (and individually up to such principal amount specified against their respective names in Appendix A to this Announcement) of 5% bonds due 2015 ( Bonds ). 2. RATIONALE 2.1 Settlement of Corporate Guarantees. The Company has various existing corporate guarantees ( Corporate Guarantees ) given in favour of each of the Subscribers for the due performance or payment of monies by its wholly owned subsidiary Poh Lian Construction (Pte.) Ltd. (in Judicial Management) ( PLC ) and/or all its subsidiaries ( PLC Companies ). In view that (i) the Company reported a total comprehensive loss of US$120,767,000 in its audited consolidated statement of comprehensive income for the financial year ended 31 December 2012 and a total comprehensive gain of US$16,110,000 and US$15,291,000 respectively in its unaudited consolidated statements of comprehensive income for the financial periods ended 31 March 2013 and 30 June 2013; and (ii) PLC, which traditionally generates significant revenue for the Company, was put under interim judicial management and judicial management on 7 March 2013 and 5 April 2013 respectively, the Board is of the view that the Bonds Issue is in the best interests of the Company as it provides an incentive for the Subscribers to substitute their claims under the Corporate Guarantees for the Bonds, which are, subject to the satisfaction of certain conditions precedent, including the completion of the DSS Acquisition, mandatorily convertible into ordinary shares in the capital of the Company ( s ). Under the terms of the Subscription Agreement, in the event that, inter alia, the DSS Acquisition proceeds to completion, the conversion of the Bonds into s will constitute full and final settlement of all amounts due and owing by the Company to the Subscribers under the Bonds. 2.2 Satisfaction of condition precedent in the Purchase Agreement. The Board also notes that the share purchase agreement dated 11 July 2013 between the Company and PT Dian Swastatika Sentosa Tbk ( DSS ) (as amended, supplemented or modified) ( Acquisition Agreement ) requires the Company to enter into the Subscription Agreement 1

2 with the Subscribers as a condition precedent to the DSS Acquisition, and accordingly, the Subscription Agreement has been entered into by the Company in satisfaction of such condition. 2.3 Standstill Undertakings. Under the terms of the Subscription Agreement, each of the Subscribers have also given a Standstill Undertaking (defined in Section 5.2) which is key to facilitate the DSS Acquisition to completion. Please refer to Section 5.2 for further details on the Standstill Undertaking. 3. THE BONDS ISSUE 3.1 Principal Terms of the Bonds Issue. The principal terms and conditions of the Bonds Issue are as follows: Issue Size : Collectively up to S$45,499,173 in aggregate principal amount (and individually up to such principal amount specified against the respective names of the Subscribers in Appendix A to this Announcement) of 5% bonds due Issue Price : 100% of the principal amount of the Bonds. Interest : The Bonds will bear interest at the rate of 5% per annum. Maturity Date : The date falling 24 months from the Closing Date ( Maturity Date ). Status of the Bonds Final Redemption Redemption at the Option of the Company Redemption at the Option of the Bondholder : The Bonds will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, and will at all times rank pari passu without any preference among themselves and with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Company other than those preferred by applicable laws. : Unless previously redeemed, purchased, converted, exchanged or cancelled, the Company shall redeem the Bonds at the price equal to 100% of the principal amount plus a yield of 5% per annum on the Maturity Date. : Subject to the consent of the Bondholder(s), the Company may at any time redeem all of the outstanding Bonds in cash in an amount equal to 100% of their principal amount plus a yield of 5% per annum, by giving the Bondholder(s) notice prior to the Company Redemption Date of its intention to redeem. : Subject to the terms of the Subscription Agreement, the Bondholder(s) shall have the right to require the Company to redeem all of the Bonds within 30 days upon the occurrence of a voluntary or involuntary insolvency event of the Company, or the cessation of listing for trading of the s on the SGX-ST ( Bondholder Redemption Date ), in cash in an amount equal to 100% of the principal amount plus a yield of 5% per annum. 2

3 Redemption for Tax Reasons Events of Default Purchase of the Bonds Cancellation of the Bonds Negative Pledge : The Company may redeem, in whole but not in part, the Bonds, in cash in an amount equal to 100% of the principal amount plus a yield of 5% per annum, if the Company gives not less than 21 days notice to the Bondholder(s) and the Company provides to the Bondholder(s) an independent legal opinion or opinion from the Company s auditors, such opinion to be addressed to the Bondholder(s), that the Company is obliged to gross up for any deduction or withholding for taxes, as a result of any changes in the laws or regulations of Singapore. : The Bonds may be declared immediately due and payable if there is (i) a breach of obligations on the part of the Company; (ii) an occurrence of an insolvency event in respect of the Company; (iii) save as disclosed in the disclosure letter, an occurrence of a crossdefault in respect of any bonds, debentures, notes or other similar securities or any other indebtedness of any Group Company to the Subscribers, which default would cause a Material Adverse Change; (iv) enforcement proceedings being carried out against the Company or any of its Group Companies causing a Material Adverse Change; (v) nationalization or loss of normal control over the assets of the Company or any of its Group Companies; or (vi) illegality for the Company to perform its payment or other material obligations under the Bonds and the Subscription Agreement. : The Company and/or any of its Group Companies may at any time purchase Bonds at any price agreed between the Company (or such Group Company) and the relevant Bondholder, and such Bonds may, at the option of the Company or the relevant Group Company and subject to the applicable laws, be held or cancelled. : All Bonds which are redeemed or converted will be cancelled by the Company and may not be reissued or resold. : So long as any Bond remains outstanding, neither the Company nor any of the Group Companies shall create any Encumbrance upon the whole or any part of the property or assets of the Company and the Group Companies (present or future) in order to secure for the benefits of the holders thereof, any existing or future indebtedness (or to secure for the benefit of holders thereof any guarantee or indemnity or other like obligation in respect thereof) save for Permitted Encumbrances. Governing Law : Singapore law. 3.2 Conditions Precedent to Closing. The obligations of the Company to issue, and each Subscriber to subscribe for the Bonds, are conditional upon: the delivery of the Closing Documents by the Company to such Subscriber on or prior to the date of closing of the Bonds Issue; 3

4 (c) save as disclosed to the Subscribers, all representations and warranties of the Company in the Subscription Agreement being accurate and correct in all material respects as at the Closing Date; and the Company having performed its undertakings or obligations in all material respects, on terms and conditions as set out in the Subscription Agreement, (collectively, Conditions Precedent to Closing ). 3.3 Closing. Subject to the Conditions Precedent to Closing being satisfied (or waived), the closing of the Bonds Issue ( Closing ) shall take place: at the option of such Subscriber to be exercised by a written notice to the Company at any time after the date of the Subscription Agreement, such date of Closing to be not less than 5 Business Days from the date of such notice; or unless Closing has taken place earlier at the option of such Subscriber, Closing shall take place on a date as specified in a written notice from the Company to that Subscriber, to be given within 5 Business Days after the date of the Company s receipt of the in-principle approval of the Singapore Exchange Securities Trading Limited ( SGX-ST ) for the Company to proceed with the DSS Acquisition, such date of Closing to be no later than 31 January 2014 ( Cut-Off Date ), whichever is earlier ( Closing Date ). 3.4 Escrow. A Subscriber may, no less than 3 Business Days prior to the Closing Date, notify the Company in writing to issue the Bonds to the Escrow Agent, and such Escrow Agent shall hold the Bonds on escrow terms as agreed between the Subscribers, the Company and the Escrow Agent ( Escrow Arrangement ). Please refer to Section 5.1 for further details on the Escrow Arrangement. 3.5 Settlement of the Company s Liabilities. The Bonds Issue to each Subscriber or such other persons designated by such Subscriber to be the holders of the Bonds (other than the Escrow Agent) shall constitute full and final settlement by the Company of (i) the Aggregate Liabilities and Indebtedness to such Subscriber; and (ii) all amounts due and owing by the PLC Companies to such Subscriber, and such Subscriber shall be deemed to have fully and irrevocably released and discharged the Company from all its obligations and liabilities (whether actual or contingent) under the Corporate Guarantee to such Subscriber. The Bonds Issue to the Escrow Agent shall: (i) constitute full and final settlement by the Company of the Aggregate Liabilities and Indebtedness to such Subscriber, and such Subscriber shall be deemed to have fully and irrevocably released and discharged the Company from all its obligations and liabilities (whether actual or contingent) under the Corporate Guarantee to such Subscriber, and any claims that such Subscriber may have against the Company shall only be made against, and compensated from the Bonds that are held in escrow by, the Escrow Agent; and 4

5 (ii) notwithstanding the issuance of the Bonds to the Escrow Agent, such Subscriber shall retain its right to claim on any outstanding amounts due and owing by PLC Companies to such Subscriber, provided always that if such Subscriber recovers any outstanding amounts from either PLC Companies or the Escrow Agent, there shall be no double recovery by such Subscriber for that amount from both the Escrow Agent and PLC Companies. 4. THE BONDS CONVERSION 4.1 Principal Terms for Bonds. The principal terms and conditions of the conversion of the Bonds ( Bonds ) are as follows: Date : Subject to the Conditions Precedent to (as defined below) being satisfied (or waived), the Bonds to be issued to each Subscriber may be converted into s, on the earlier of: that Subscriber exercising its option, by way of a written notice from that Subscriber to the Company to be given at any time after the satisfaction of the Conditions Precedent to in relation to that Subscriber, provided that the date of conversion shall not be less than 5 Business Days from the date of such notice and no later than the date of the the DSS Acquisition ( DSS Acquisition Completion ); or unless the Bonds have been earlier converted into s by that Subscriber, the Bonds issued to that Subscriber shall be mandatorily and automatically converted into s on the date of the DSS Acquisition Completion. In the event that (i) the Bonds issued to a Subscriber are held in escrow by the Escrow Agent; or (ii) the Bonds issued to a Subscriber are not held in escrow but that Subscriber does not provide to the Company written instructions on the manner of issuance and delivery of the s, the Company shall have the right to issue such number of s to that Subscriber at the Price to the Escrow Agent. Price : The conversion price of the Bonds into s ( Price ): if such s are issued prior to the Consolidation (as defined in the Acquisition Agreement): (i) (ii) shall be S$0.019 per ; or if, following the date of the Subscription Agreement, 5

6 the Company and DSS agree to amend the Acquisition Agreement to revise the issue price of new s to be issued to DSS pursuant to the DSS Acquisition to a price other than S$0.019 per, the Price shall be adjusted to be the same as such revised issue price to DSS under the amended Acquisition Agreement, (in each case, DSS Issue Price, as applicable), or if such s are issued following the Consolidation, the Price shall be such higher price as determined in accordance with the formula below: Price = DSS Issue Price x R Where R is the consolidation ratio of the Consolidation expressed as a fraction. Anti-dilution Protection Status of the s : The Price shall be adjusted in certain circumstances affecting the Company, including inter alia share splits, rights issue, bonus issue or otherwise, but shall exclude the issuance of DSS pursuant to the DSS Acquisition and the Excluded Transactions (as defined in the SPA Announcement). : The s shall, when allotted and issued, be credited as fully paid-up, free from Encumbrances, and subject to the Lock-Up Period (as defined in Section 4.6 below), be fully transferable and rank pari passu in all respects with the existing shares. Listing : Application will be made to list the s on the SGX-ST in due course. 4.2 Conditions Precedent to. The obligations of the Company to issue, and the Subscribers to subscribe for, the s are conditional upon: (c) the delivery by the Company of the certified true copies of resolutions of the Board and shareholders of the Company approving the allotment and issue of the s and the DSS Acquisition; the delivery by the Company of certified true copies of the approval of the SGX-ST for the listing and quotation of the s on the SGX-ST, such approval not having been amended, withdrawn or revoked; and evidence that any condition imposed by the SGX-ST in giving its approval referred to in paragraph above, which is required to be fulfilled on or before the Date, has been fulfilled to the satisfaction of the SGX-ST or waived by the SGX-ST, (collectively Conditions Precedent to ). 6

7 4.3 holders Approval. The Company will seek to obtain specific shareholders approval for the issuance of the s, at the same extraordinary general meeting to be convened for the purposes of approving the DSS Acquisition ( EGM ). In the event that specific shareholders approval for the Bonds is not obtained at the EGM, any Bonds issued under the Bonds Issue will not be convertible into s. holders should note that the Conditions Precedent to are separate from the Conditions Precedent to Closing, and accordingly, notwithstanding that any Conditions Precedent to are not satisfied (or waived), the Company and the Subscribers may proceed with the closing of the Bonds Issue provided that the Conditions Precedent to Closing are satisfied (or waived). 4.4 s. For illustration only, based on the aggregate principal amount of up to S$45,499,173 and the Price and assuming a Closing Date of 31 January 2014 and the yield calculated at a rate of 5% per annum on the basis of a 365-day year and the actual number of days elapsed from 31 January 2014 up to until the Date, which is assumed to be 28 February 2014 ( Yield to ), the number of s to be allotted and issued by the Company assuming full conversion of the Bonds is approximately 2,403,878,523 s, representing approximately 62.21% of the existing issued share capital of the Company 1 and approximately 2.29% of the enlarged share capital of the Company 2. The number of s to be allotted and issued by the Company to each of the Subscribers is set out in Appendix A to this Announcement. 4.5 Settlement of the Bonds. The issuance of the s to a Subscriber, the Escrow Agent or such other persons designated by such Subscriber to be the holders of the Bonds, shall constitute full and final settlement of all amounts (including principal and interests) due and owing by the Company under the Bonds issued to such Subscriber. Where the s are issued to the Escrow Agent (i) any claims that such Subscriber may have against the Company under the Bonds issued to such Subscriber shall only be made against, and compensated from the s that are held in escrow by the Escrow Agent; and (ii) notwithstanding the issuance of the s to the Escrow Agent, such Subscriber retains its right to claim on any outstanding amounts due and owing by PLC Companies to such Subscriber, provided always that if such Subscriber recovers any outstanding amounts from either the PLC Companies or the Escrow Agent, there shall be no double recovery by such Subscriber for that amount from both the Escrow Agent and PLC Companies. 4.6 Lock-Up Period. Each Subscriber undertakes to the Company that it shall not, and shall procure that any person to whom the s are issued, shall not, sell or otherwise transfer any such s during the period commencing from the date of issuance of the s, until the day following the compliance placement to be carried out after the DSS Acquisition Completion ( Lock-Up Period ). 1 Based on 3,864,251,008 shares as at the date of this Announcement. 2 The enlarged share capital of the Company comprising 3,864,251,008 existing issued shares in the share capital of the Company as at the date of this Announcement; 98,916,371,793 s to be issued by the Company pursuant to the DSS Acquisition; and (c) 2,403,878,523 s to be issued by the Company concurrently with the DSS Acquisition Completion. 7

8 5. MISCELLANEOUS 5.1 Escrow Arrangement. The Company and the Subscribers have, on 30 August 2013, appointed Boardroom Corporate Services (HK) Limited as their Escrow Agent, who may hold the Bonds, s and/or any accretions thereon in escrow (collectively, Escrow Items ) for up to two (2) years from the date of appointment. Any Bonds and/or s to be held in escrow by the Escrow Agent will be issued in the name of the Escrow Agent, and the Escrow Agent agrees to abstain from exercising any voting rights attached to any s held in escrow at any general meeting of the Company in its capacity as a registered shareholder of the Company. The Escrow Agent shall hold the Escrow Items on trust for the person or persons ultimately entitled to receive the Escrow Items as provided in the Subscription Agreement. 5.2 Standstill Undertaking. Under the terms of the Subscription Agreement, each of the Subscribers has agreed not to commence or take any steps in any court or arbitral proceedings as against the Company or any of its Group Companies or their respective directors or officers, to enforce any claim that such Subscriber has or may have in relation to any liabilities of the Company to such Subscriber (whether actual liabilities or contingent liabilities (as and when they crystallize) pursuant to the Corporate Guarantee to such Subscriber), until the earlier of the termination of the Acquisition Agreement or the Subscription Agreement ( Standstill Undertaking ). 5.3 Voting Undertaking. In the event that a scheme of arrangement or other debt reorganization exercise is proposed between the Company and any class of its creditors, where the terms of such scheme are substantially the same as the terms for settlement of liabilities by the Company as provided in the Subscription Agreement ( Creditors Scheme), the Subscribers shall exercise their respective rights or votes as a creditor of the Company to approve and facilitate the Creditors Scheme. 5.4 Preservation of Subscription Agreement. In the event that there are any actions or proceedings against any Group Company on or before the Cut-Off Date (including any applications for insolvency proceedings, or the appointment of a judicial manager or similar official in respect of any Group Company), if the Company makes an application to the court within 45 days from the commencement of such action for leave to convene a creditors meeting in respect of the Creditors Scheme ( Creditors Meeting ), each of the Subscribers has agreed not to terminate the Subscription Agreement, declare that an event of default has occurred, declare such Bonds (if issued) due and payable prior to its Maturity Date, or require the redemption of such Bonds. Any such purported termination or declaration by such Subscriber, shall be void and of no effect, unless the Company fails to convene the Creditors Meeting within 45 days from the date of the court approval, or the Creditors Scheme is not duly approved by the requisite majorities of the creditors at a Creditors Meeting despite the Subscribers satisfying their voting undertakings. 6. PROFORMA FINANCIAL EFFECTS The proforma financial effects of the Bonds Issue and the Bonds are set out in Appendix B to this Announcement. 7. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS None of the directors of the Company (other than in his capacity as a director or shareholder of the Company), has any interest, direct or indirect, in relation to the Bonds Issue or the 8

9 Bonds. To the best knowledge of the Board, there are no substantial shareholders in the Company (other than in their respective capacities as a shareholder of the Company) who have any interest, direct or indirect, in relation to the Bonds Issue or the Bonds. 8. FURTHER INFORMATION 8.1 Circular. Further information on the issuance of the s will be set out in the same circular to be issued by the Company in relation to the DSS Acquisition ( Circular ). Subject to the SGX-ST s approval, the Circular and the notice of the EGM will be despatched by the Company to shareholders of the company in due course. 8.2 Additional Listing Application. The Company will make an application to the SGX-ST for permission to deal in, and for the listing of and quotation for, the s on the Main Board of the SGX-ST in due course. The Company will make the necessary announcements when there are further developments on the Bonds Issue and will comply with the requisite disclosure requirements under the listing manual of the SGX-ST. 8.3 Document for inspection. A copy of the Subscription Agreement will be made available for inspection during normal business hours at the registered office of the Company for three (3) months from the date of this Announcement. 9. CAUTION holders are advised to exercise caution in trading their shares as there is no certainty or assurance as at the date of this Announcement that the DSS Acquisition, the Bonds Issue and/or the issuance of the s will be completed. holders are advised to refrain from taking any action which may be prejudicial to their interests and should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take. 10. RESPONSIBILITY STATEMENT The Directors (including those who may have delegated detailed supervision of the preparation of this Announcement) collectively and individually accept full responsibility for the accuracy of the information given in this Announcement and confirm, after making all reasonable enquiries that to the best of their knowledge and belief, the facts stated and opinions expressed herein are fair and accurate in all material respects as at the date hereof, and that there are no material facts the omission of which would make this Announcement misleading. BY ORDER OF THE BOARD UNITED FIBER SYSTEM LIMITED Pauline Lee Acting CEO 30 August

10 IMPORTANT NOTICE This Announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for or a sale of the Bonds and/or s in the United States or any other jurisdiction. The Bonds and/or s to be issued have not been, and will not be registered under the United States Securities Act of 1933 (as amended) ( Securities Act ) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Neither this notice nor any portion hereof may be sent or transmitted into the United States or any jurisdiction where to do so is unlawful. Any failure to comply with these restrictions may constitute a violation of the United States securities law or the securities laws of any such other jurisdiction. 10

11 APPENDIX A S/N Unsecured Creditor Maximum Principal Amount of Bonds (S$) Yield to (S$) Maximum Amount of Bonds plus Yield to (S$) (1) Maximum Number of s (2) 1. RHB Bank Berhad 2,860,407 10,971 2,871, ,125, First Capital Insurance Limited 19,879,236 76,250 19,955,486 1,050,288, ECICS Limited 1,035,042 3,970 1,039,012 54,684, EQ Insurance Company Ltd 5. The Bank of East Asia Ltd 6. United Overseas Bank Limited 7,297,156 27,989 7,325, ,533, , ,518 12,395,684 4,643,614 17,812 4,661, ,338, First Gulf Bank PJSC 9,549,100 36,627 9,585, ,511,947 TOTAL 45,499, ,519 45,673,692 2,403,878,523 (1) Assuming that the Subscription Agreement is signed on 30 August 2013, the Closing Date is 31 January 2014 and the Date is 28 February 2014, for illustration only. (2) Assuming conversion of the Bonds and the Yield to into s at S$0.019 per. 11

12 APPENDIX B FINANCIAL EFFECTS 1. BASES AND ASSUMPTIONS 1.1 Bases. The proforma financial effects on UFS and its subsidiaries ( UFS Group ): in relation to the Bonds Issue, have been prepared, in the alternative, based on (i) the audited consolidated financial statements of the UFS Group for the year ended 31 December 2012, or (ii) the audited consolidated financial statements of the UFS Group for the year ended 31 December 2012, together with the audited consolidated financial statements of PT Golden Energy Mines Tbk and its subsidiaries ( GEMS Group ) for the year ended 31 December 2012, in view that the issuance of the Bonds may take place with or without the DSS Acquisition; and in relation to the Bonds, have been prepared based on the audited consolidated financial statements of the UFS Group for the year ended 31 December 2012, together with the audited consolidated financial statements of the GEMS Group for the year ended 31 December 2012, in view that the issuance of the s will only take place assuming that the DSS Acquisition completes. 1.2 Assumptions. For the purposes of illustrating the financial effects of the Bonds Issue and/or the Bonds, the proforma financial effects have been prepared based on, inter alia, the following basis and assumptions: the financial effects of the Bonds Issue and/or the Bonds on the earnings/(loss) and the earnings/(loss) per share ( EPS / LPS ) of the UFS Group for the period ended 31 December 2012 are computed assuming that the Bonds Issue and/or the Bonds (as the case may be) is completed on 1 January 2012; and the financial effects of the Bonds Issue and/or the Bonds on the net tangible assets/(liabilities) ( NTA / NTL ) of the UFS Group as at 31 December 2012 are computed assuming that the Bonds Issue and/or the Bonds (as the case may be) is completed on 31 December Proforma Financial Effects. holders should note that the proforma financial effects of the Bonds Issue and/or the Bonds are purely for illustrative purposes only. The illustrative financial effects should not be construed to mean that the UFS Group s actual results, performance or achievements will be as expected, expressed or implied in such financial effects. 2. PROFORMA FINANCIAL EFFECTS 12

13 2.1 Capital Issued and fully paid-up share capital (US$ 000) As at 31 Dec 2012 Bliss Deal (1) Bliss Deal and Bonds Issue only allotment of Bonds Issue and completion of the Consolidation (2) Bonds Issue, Consolidation and the DSS Acquisition Bonds Issue, Consolidation, DSS Acquisition and Bonds 256, , , ,939 1,721,882 1,757,459 Number of shares 3,789,687,294 3,864,251,008 3,864,251, ,808,363 3,426,020,756 3,506,150,040 Notes: (1) As announced by the Company on SGXNET on 17 July (2) Assuming that the consolidation ratio for the Consolidation is 30 s into one (1) consolidated. 2.2 NTA / NTL (NTL)/NTA (US$ 000) (NTL)/NTA per share (US cents) As at 31 Dec 2012 allotment of shares to Bliss Deal (1) Bliss Deal and Bonds Issue only Bliss Deal, Bonds Issue and the Consolidation (2) allotment of Bonds Issue, Consolidation and completion of the DSS Acquisition Bonds Issue, Consolidation, DSS Acquisition and Bonds (14,346) (13,020) (14,752) (14,752) 118, ,288 (0.379) (0.337) (0.382) (11.453) Notes: (1) As announced by the Company on SGXNET on 17 July (2) Assuming that the consolidation ratio for the Consolidation is 30 s into one (1) consolidated. 13

14 2.3 EPS / LPS (Loss) after tax (US$ 000) (LPS) (US cents) As at 31 Dec 2012 Bliss Deal (1) Bliss Deal and Bonds Issue only allotment of Bonds Issue and the Consolidation (2) allotment of Bonds Issue, Consolidation and completion of the DSS Acquisition Bonds Issue, Consolidation, DSS Acquisition and Bonds (123,129) (123,129) (123,403) (123,403) (110,717) (110,717) (3.378) (3.310) (3.317) (66.790) (3.180) (3.108) Notes: (1) As announced by the Company on SGXNET on 17 July (2) Assuming that the consolidation ratio for the Consolidation is 30 s into one (1) consolidated. 2.4 Gearing Total Borrowings (US$ 000) holders Funds (US$ 000) Gearing Ratio (times) As at 31 Dec 2012 allotment of shares to Bliss Deal (1) allotment of Bliss Deal and Bonds Issue only allotment of Bonds Issue and completion of the Consolidation (2) allotment of Bonds Issue, Consolidation and completion of the DSS Acquisition Bonds Issue, Consolidation, DSS Acquisition and Bonds 54,645 54,645 86,148 86,148 86,148 50,707 (30,332) (29,006) (30,738) (30,738) 167, ,818 Not meaningful Not meaningful Not meaningful Not meaningful Notes: (1) As announced by the Company on SGXNET on 17 July (2) Assuming that the consolidation ratio for the Consolidation is 30 s into one (1) consolidated. 14

15 APPENDIX C DEFINITIONS In this Announcement, the following words and expressions shall have the meanings respectively set opposite them, unless the context otherwise requires: Aggregate Liabilities and Indebtedness : In respect of each Subscriber, the aggregate of all of the Company s liabilities to that Subscriber (whether actual or contingent (as and when they crystallise) and whether accruing as principal or interests under the relevant Corporate Guarantee or otherwise) but for the avoidance of doubt, excluding the actual or contingent liabilities whether accruing as principal or interests in relation to the Bonds; Bondholder(s) : In respect of each Subscriber, that Subscriber, the Escrow Agent or such other persons designated by that Subscriber to be the holders of the Bonds (as the case may be), and whose name is thereafter registered on the Company s Register of Bondholders as the holder of such Bonds; Business Days : A day (other than Saturday, Sunday or a gazetted public holiday) on which commercial banks are open for business in Singapore; Closing Documents : In relation to each Subscriber, (c) (d) (i) a copy of the annual report of the Company for the financial year ending 2012; (ii) copies of the interim financial statements of the Company issued after 31 December 2012; (iii) announcements, press releases, circulars and annual reports issued by the Company for the 2 year period preceding the date of the Subscription Agreement up to the earlier of the termination of the Acquisition Agreement and the the DSS Acquisition (to the extent existing as at the relevant date of disclosure); and (iv) the disclosure letter in relation to the Subscription Agreement; certified true copies of the resolutions of the board of directors of the Company approving the entering of this Agreement, issue of the Bonds, the allotment and issue of the s and the DSS Acquisition, in form satisfactory to the Subscriber to that Subscriber; a completion certificate in agreed form dated the Closing Date and issued by a duly authorised officer of the Company; and a certified true copy of the duly executed counterparts of the Subscription Agreement by all the Subscribers; Encumbrance : Any mortgage, assignment of receivables, debenture, lien, charge, pledge, security interest, title retention, right to acquire, option, restriction on transfer and any other encumbrance or condition whatsoever; 15

16 Escrow Agent : Boardroom Corporate Services (HK) Limited; Group Companies : The Company and its subsidiaries (but excluding PLC Companies), and Group Company shall mean any of them accordingly; Material Adverse Change : The occurrence of any matter(s) which: cause the net liability value of the Company and its subsidiaries (excluding PLC Companies; any diminution in value attributable to any valuation changes or impairment differences to any assets of the Group Companies in Indonesia after 31 March 2013; and (c) any foreign currency translation after 31 March 2013) to increase by more than US$20 million from the net liability value of the Company and its subsidiaries as at 31 December 2012, determined using the same accounting standards, policies and principles for the preparation of the audited consolidated financial statements of the Company and its subsidiaries for the financial year ended 31 December 2012; or affects the validity or enforceability of the Subscription Agreement or the validity or enforceability of the issue of the Bonds and the s; Permitted Encumbrances : The share pledges in respect of the shares in GEMS, to be entered into by UFS and DSS in connection with the DSS Acquisition pursuant to the terms of the Acquisition Agreement; (c) any Encumbrance existing as at the date of the Subscription Agreement over any of the assets of the Group Companies; and any other new security created with the prior consent in writing of Bondholder(s). 16