Announcement. Galaxy NewSpring Pte. Ltd. (Registration No.: M) (Incorporated in the Republic of Singapore)

Transcription

1 Announcement By Nomura Singapore Limited (Registration No.: E) (Incorporated in the Republic of Singapore) for and on behalf of Galaxy NewSpring Pte. Ltd. (Registration No.: M) (Incorporated in the Republic of Singapore) in relation to the Proposed Voluntary Delisting of Hyflux Water Trust Exit Offer for Hyflux Water Trust Becomes Unconditional Hyflux Water Trust to be Delisted Capitalised terms used herein shall have the definitions ascribed to them in the Exit Offer Document, unless otherwise stated or the context otherwise requires. 1. INTRODUCTION Nomura Singapore Limited ( Nomura ), as financial adviser to Galaxy NewSpring Pte. Ltd. ( Offeror ), a joint venture company that is held equally by Mitsui & Co., Ltd. and Hyflux Ltd (through its whollyowned subsidiary, Hyflux Asset Management Pte. Ltd.), refers to the joint announcements by Hyflux Water Trust Management Pte. Ltd. ( TrusteeManager ), as trusteemanager of Hyflux Water Trust ( HWT ), and the Offeror dated 2 August 2010, 28 September 2010 and 13 October 2010, and the respective announcements by the Offeror and the TrusteeManager dated 20 October 2010, in relation to the proposed voluntary delisting of HWT ( Proposed Delisting ) and the exit offer in connection with the Proposed Delisting ( Exit Offer ). Nomura refers also to the exit offer document dated 28 September 2010 issued by Nomura for and on behalf of the Offeror ( Exit Offer Document ). 2. EXIT OFFER UNCONDITIONAL IN ALL RESPECTS 2.1 Status of the Proposed Delisting and the Exit Offer. As announced on 20 October 2010, following the satisfaction of the Unitholders Approval Condition on 20 October 2010, the Proposed Delisting and the Exit Offer remained subject only to the satisfaction 1

2 of the Minimum Acceptance Condition, namely, the Offeror having received, by the Closing Date (as defined below), valid acceptances in respect of such number of Offer Units that, when taken together with the Units owned, controlled or agreed to be acquired by the Relevant Concert Parties, will result in the Offeror and the Relevant Concert Parties controlling not less than 75 per cent. of the total voting rights attributable to the issued Units as at the Closing Date. 2.2 Satisfaction of the Minimum Acceptance Condition. As at 5.00 p.m. on 29 October 2010 ( Latest Practicable Date ), the Offeror has received valid acceptances in respect of such Offer Units that, when taken together with the Units owned, controlled or agreed to be acquired by the Relevant Concert Parties, will result in the Offeror and the Relevant Concert Parties controlling not less than 75 per cent. of the total voting rights attributable to the issued Units as at the Closing Date (1). Accordingly, Nomura wishes to announce, for and on behalf of the Offeror, that the Minimum Acceptance Condition has been satisfied. The Exit Offer has therefore become and is hereby declared unconditional in all respects, and HWT will be delisted from the Official List of the SGXST on a date to be announced. Unitholders should also note that shares or units of unlisted entities are generally valued at a discount to the shares or units of comparable listed entities due to the lack of marketability. As such, subsequent to the delisting of HWT, Unitholders who do not accept the Exit Offer may find it difficult to sell their Units in the absence of a public market for the Units. Even if such Unitholders were able to sell their Units in the absence of a public market, they may receive a lower price as compared with the Exit Offer Price. 3. LEVEL OF ACCEPTANCE OF THE EXIT OFFER 3.1 Unitholdings of the Offeror and the Relevant Concert Parties as at the Latest Practicable Date. As at 5.00 p.m. on the Latest Practicable Date, the total number of Units owned, controlled or agreed to be acquired by the Offeror and the Relevant Concert Parties amounts to an aggregate of 228,872,987 Units, representing approximately per cent. of the issued Units (2). 3.2 Acceptances as at the Latest Practicable Date. As at 5.00 p.m. on the Latest Practicable Date, the Offeror has received valid acceptances in respect of an aggregate of 133,102,054 Offer Units representing approximately per cent. of the issued Units (2), including an aggregate of 4,307,000 Offer Units representing approximately On the premise that the total number of Units in issue as at the Closing Date will be 301,270,933 Units, being the total number of Units in issue as at the Latest Practicable Date. Based on the total number of 301,270,933 Units in issue as at the Latest Practicable Date. 2

3 per cent. of the issued Units (2) that have been received from the concert parties of the Offeror (other than the Relevant Concert Parties). 3.3 Unitholdings of the Offeror and the Relevant Concert Parties as at the Exit Offer Announcement Date. As at 2 August 2010 ( Exit Offer Announcement Date ), the unitholdings of the Offeror and the Relevant Concert Parties are set out below: Direct interest Deemed interest No. of Units % (2) No. of Units % (2) Entity Hyflux Ltd. 95,770,933 (a) Hyflux Water Projects Ltd (b) 94,500, TrusteeManager (c) 1,270, ,770, ,770, Notes: (a) Hyflux Ltd. is deemed interested in the 94,500,000 Units and the 1,270,933 Units registered in the name of its whollyowned subsidiaries, Hyflux Water Projects Ltd and the TrusteeManager respectively. (b) Upon the Exit Offer being unconditional in all respects in accordance with its terms, Hyflux Water Projects Ltd will transfer all its Units to the Offeror at S$0.78 per Unit pursuant to the terms of the sale and purchase agreement dated 2 August 2010 between Hyflux Water Projects Ltd and the Offeror. (c) Upon the Exit Offer being unconditional in all respects in accordance with its terms, the Trustee Manager (in its personal capacity) will transfer all its Units to the Offeror at S$0.78 per Unit pursuant to the terms of the sale and purchase agreement dated 13 October 2010 between the TrusteeManager (in its personal capacity) and the Offeror. 3.4 Units acquired or agreed to be acquired after the Exit Offer Announcement Date and up to 5.00 p.m. on the Latest Practicable Date. As announced on 13 October 2010, the Offeror and the TrusteeManager (in its personal capacity) have entered into a sale and purchase agreement ( HWTM SPA ) dated 13 October 2010 in relation to the sale of all the 1,270,933 Units held by the TrusteeManager (in its personal capacity) to the Offeror, for a consideration of S$0.78 per Unit. Please refer to the announcement dated 13 October 2010 for further details on the HWTM SPA. Other than as disclosed above, the Offeror and the Relevant Concert Parties have not acquired or agreed to acquire any Units other than pursuant to the Exit Offer between the Exit Offer Announcement Date and the Latest Practicable Date. 4. CLOSING DATE Closing Date. The Exit Offer will remain open for acceptance until 5.30 p.m. on 3 November 2010, or such later date(s) as may be announced by or on behalf of the Offeror from time to time ( Closing Date ). Please be advised that a Unitholder who voted in favour of the Delisting Resolution is not automatically taken to have accepted the Exit Offer. Unitholders who wish to accept the Exit Offer should note the procedures as set out in section 5 below. 3

4 5. PROCEDURES FOR ACCEPTANCE 5.1 Procedures for Acceptance. Unitholders who wish to accept the Exit Offer but have not done so should complete, sign and submit their Form(s) of Acceptance and Authorisation ( FAA ) and all other relevant documents in accordance with the procedures for acceptance as set out in the Exit Offer Document and the FAA. The last day for Unitholders to tender their acceptance for the Exit Offer is 5.30 p.m. on the Closing Date. 5.2 Circular, Exit Offer Document and FAA. Unitholders who have not received or have misplaced the Circular, the Exit Offer Document and/or the FAA should contact The Central Depository (Pte) Limited ( CDP ), Tricor Barbinder Share Registration Services ( Registrar of HWT ) or Nomura without delay at the following addresses: The Central Depository (Pte) Limited Nomura Singapore Limited : 4 Shenton Way #0201 SGX Centre 2 Singapore Tel: (65) : 5 Temasek Boulevard #1100 Suntec Tower Five Singapore Tel: (65) Tricor Barbinder Share Registration Services : 8 Cross Street #1100 PWC Building Singapore Tel: (65) Copies of the Circular, the Exit Offer Document and the FAA may be obtained by Unitholders during normal business hours from CDP, the Registrar of HWT or Nomura upon production of satisfactory evidence that their securities accounts with CDP are or will be credited with Units. Electronic copies of the Circular, the Exit Offer Document and the FAA are also available on the website of the SGXST at Clarifications. Unitholders who have any queries or require clarification concerning the Proposed Delisting and the Exit Offer or require assistance to complete the FAA may call the following hotline: Hotline number : (65) Hotline hours : A.M. to P.M., Mondays to Fridays 4

5 Unitholders who are in any doubt about the Proposed Delisting and/or the Exit Offer should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. 6. SETTLEMENT 6.1 Acceptances on or before Exit Offer Declared Unconditional. Unitholders who have validly accepted the Exit Offer on or before the Latest Practicable Date will be paid the Exit Offer Price for each Offer Unit tendered in acceptance of the Exit Offer within 10 days of the Latest Practicable Date. 6.2 Acceptances after Exit Offer Declared Unconditional. Unitholders who validly accept the Exit Offer after the Latest Practicable Date will be paid the Exit Offer Price for each Offer Unit tendered in acceptance of the Exit Offer within 10 days of the date of receipt of such acceptances of the Exit Offer. 7. RESPONSIBILITY STATEMENT The directors of the Offeror, (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts which relate to the Offeror have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. The directors of Hyflux Ltd (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts which relate to Hyflux Ltd have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. The directors of Mitsui & Co., Ltd. (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts which relate to Mitsui & Co., Ltd have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of the Offeror, Hyflux Ltd and Mitsui & Co., Ltd. has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement. 5

6 ISSUED BY NOMURA SINGAPORE LIMITED For and on behalf of GALAXY NEWSPRING PTE. LTD. 1 November 2010 Singapore IMPORTANT NOTICE This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable laws and regulations. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. 6