MANDATORY CONDITIONAL CASH OFFER CIMB-GK SECURITIES PTE. LTD. for and on behalf of TAT HONG HOLDINGS LTD. for KIAN HO BEARINGS LTD

Transcription

1 MANDATORY CONDITIONAL CASH OFFER By CIMB-GK SECURITIES PTE. LTD. (Company Registration No D) (Incorporated in the Republic of Singapore) for and on behalf of TAT HONG HOLDINGS LTD (Company Registration No H) (Incorporated in the Republic of Singapore) for KIAN HO BEARINGS LTD (Company Registration No N) (Incorporated in the Republic of Singapore) 1. Introduction CIMB-GK Securities Pte. Ltd. ("CIMB-GK") wishes to announce, for and on behalf of Tat Hong Holdings Ltd ("Tat Hong" or the "Offeror"), that Tat Hong has today purchased ordinary shares ("Shares") in the share capital of Kian Ho Bearings Ltd ("KH") at S$0.26 in cash per Share (excluding brokerage and other transaction cost) comprising 21,000,000 Shares from South Asia Textile Industries Pte Ltd via a married deal (the "Acquisition"). The 21,000,000 Shares purchased by Tat Hong pursuant to the Acquisition represents in aggregate approximately 9.0% 1 of the entire issued share capital of KH. The aggregate consideration of the Acquisition is S$5,460,000 (based on S$0.26 per Share) and is arrived at on a willing buyer and willing seller basis taking into account, amongst others, the prevailing market price of the Shares. As at the date of this Announcement, following the Acquisition, the Offeror owns, controls or has agreed to acquire 70,581,000 Shares, representing approximately 30.16% of the issued and paid-up capital of KH. 2. The Offer In accordance with Rule 14 of The Singapore Code on Take-overs and Mergers (the "Code"), CIMB-GK, for and on behalf of the Offeror, will make a mandatory conditional cash offer (the "Offer") for all the remaining Shares in issue not already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it ("Offer Shares") on the following basis: 1 In this Announcement, the issued and paid-up share capital of KH comprises 234,060,000 Shares.

2 For each Offer Share : S$0.26 in cash (the "Offer Price") The Offer Shares are to be acquired (a) fully-paid, (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever, and (c) together with all rights, benefits and entitlements attached thereto as at the date hereof and hereafter attaching thereto including the right to receive and retain all dividends and other distributions (if any) which may be announced, declared, paid or made thereon by KH on or after the date of this Announcement together with all interest accrued thereon (including the proposed first and final dividend of 0.20 cents per Share and the special dividend of 0.20 cents per Share, less Singapore income tax, in respect of the financial year ended 31 December 2006 to be paid on 25 May 2007 subject to approval at the forthcoming annual general meeting of KH to be held on 27 April 2007) (all such dividend or distribution being the "Distribution"). Accordingly, in the event the Offer turns unconditional and : (a) (b) if the settlement date in respect of Offer Shares accepted pursuant to the Offer falls on or before the books closure date for the determination of entitlements to the Distribution ("Books Closure Date"), the Offeror will pay the relevant accepting KH shareholder the Offer Price for each Offer Share; and if the settlement date in respect of Offer Shares accepted pursuant to the Offer falls after the Books Closure Date, the Offeror will reduce the Offer Price by the amount of the Distribution. 3. Condition The Offer shall be subject to the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which when aggregated with the Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer, will result in the Offeror and parties acting in concert with it holding such number of Shares carrying more than 50% of the voting rights attributable to the issued share capital of KH as at the close of the Offer. 4. Underwriting Arrangement In connection with the Offer, the Offeror and CIMB-GK have entered into an underwriting agreement dated 27 March 2007 pursuant to which the parties thereto have agreed to the following matters ("Underwriting Arrangement"): (a) The Offeror will first utilise its own funds to purchase Shares (including Shares purchased pursuant to the Acquisition) at or below the Offer Price and/or to satisfy valid acceptances of the Offer, so that the Offeror and parties acting in concert with it will, in aggregate, own, control or acquire up to 119,370,600 Shares representing 51% of the issued share capital of KH ("Maximum Shareholding")

3 (b) (c) Upon the Offeror having attained the Maximum Shareholding, CIMB-GK shall thereafter purchase and/or procure purchases for the remaining number of Offer Shares validly tendered for acceptance pursuant to the Offer as at the close of the Offer that have not been acquired by the Offeror, up to a maximum of 114,689,400 Offer Shares ("Underwritten Shares"). CIMB-GK will receive an underwriting commitment fee based on the price of S$0.26 per Offer Share for the maximum number of Underwritten Shares. CIMB-GK's underwriting commitment is conditional upon: (i) (ii) (iii) the Offer becoming unconditional in all respects; there being no revisions being made to the Offer Price without CIMB- GK's written consent; and the Offer not being open for acceptance for more than 28 days after the date on which the offer document in respect of the Offer is posted, except as required by the Code or with CIMB-GK's written consent. (d) (e) (f) If the Offeror wishes to own, control or acquire additional Shares in excess of the Maximum Shareholding, the Offeror shall have the option ("Call Option") to require CIMB-GK to sell to it such number of the Underwritten Shares it had acquired which the Offeror desires ("Call Option Shares") by providing CIMB- GK a written notice no later than the date of the close of the Offer ("Closing Date"). The price payable for each Call Option Share shall be the Offer Price. In the event that pursuant to the Offer, KH does not satisfy the minimum public float requirement set out under the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual, CIMB-GK shall, prior to the expiry of the First Exercise Period (as set out in paragraph 4(f)(i) below), use its best efforts to place sufficient Underwritten Shares it holds with public investors so as to assist KH to maintain its listing status in accordance with the SGX-ST's listing requirements. The Offeror shall also grant to CIMB-GK a put option ("Put Option") pursuant to which CIMB-GK shall have the right to require the Offeror to purchase from CIMB-GK all (but not some only) of the Underwritten Shares held by CIMB-GK at the time of exercise of the Put Option ("Put Option Shares") on either the first or second exercise periods, the terms of which are as follows: (i) First Exercise Period : Commencing the day after the date falling six (6) months after the Closing Date and ending five (5) business days thereafter. Exercise Price per Share: S$ (subject to downward adjustments for all dividends in respect of the Put Option Shares received by CIMB-GK between the Closing Date and the date of exercise of the Put Option)

4 (ii) Second Exercise Period: Commencing on the first anniversary of the Closing Date and ending five (5) business days thereafter. Exercise Price per Share: S$ (subject to downward adjustments for all dividends in respect of the Put Option Shares received by CIMB-GK between the Closing Date and the date of exercise of the Put Option). The exercise by CIMB-GK of the Put Option during the First Exercise Period shall preclude the exercise by CIMB-GK of the Put Option during the Second Exercise Period. 5. Information on the Offeror Tat Hong was incorporated in the Republic of Singapore on 25 October 1991 and its shares were admitted to the official list of the Australian Stock Exchange on 18 September Its shares were also secondarily listed on the Official List of the SGX- ST on 1 June 2000 and then converted to a primary listing on 18 April It was subsequently delisted from the ASX on 24 November Tat Hong has an issued and paid up share capital of S$132,037, divided into 465,852,723 ordinary shares. Tat Hong's group of companies is principally involved in the rental and sale of cranes and other ancillary heavy equipment. The directors of Tat Hong are: (a) Mr Tan Chok Kian * ; (b) Mr Ng San Tiong; (c) Mr Ng Sun Ho; (d) Mr Ng Sang Kuey; (e) Mr Ng San Wee; (f) Mr Ong Tiew Siam; (g) Mr James Thomas Dominguez*; (h) Mr Leong Horn Kee*; (i) Mr Low Seow Juan*; and (j) Mr Mak Lye Mun*. Mr Mak Lye Mun is also a senior officer in the investment banking division of CIMB-GK. 6. Rationale for the Offer The Offer is made by the Offeror in compliance with Rule 14 of the Code because following the Acquisition, the Offeror holds not less than 30% of the voting rights of KH. * These are Non-Executive Directors of the Offeror

5 It is the present intention of the Offeror to preserve the listing status of KH on the SGX-ST. 7. Benchmarking the Offer The Offer Price of S$0.26 for each Offer Share represents: (a) (b) (c) a discount of approximately 8.77 per cent. to the last transacted price of S$0.285 per Share on the SGX-ST on 26 March 2007, being the latest trading date prior to the date of this Announcement; a premium of approximately 2.06 per cent. over the average of the last transacted prices of Shares on the SGX-ST of S$ over the last one (1) month prior to and including 26 March 2007 being the latest trading date prior to the date of this Announcement; and a premium of approximately per cent. over the average of the last transacted prices of Shares on the SGX-ST of S$ over the last six (6) months prior to and including 26 March 2007, being the latest trading date prior to the date of this Announcement. 8. Disclosures of Shareholdings and Dealings (a) (b) (c) As at the date of this Announcement, (i) the Offeror, its wholly-owned subsidiaries and their respective directors, (ii) Mr Ng Chwee Cheng, the father of Mr Ng San Tiong, the Managing Director of the Offeror, and (iii) CIMB-GK (each, a "Relevant Person") own, control or have agreed to acquire an aggregate of 71,043,815 Shares, representing approximately 30.35% of the issued share capital of KH (based on the latest information available to the Offeror as at the date of this Announcement). Save as disclosed above and in Appendix I, none of the Relevant Persons (i) owns, controls or has agreed to acquire any Shares as at the date of this Announcement, (ii) has dealt for value in any Shares during the six (6) month period immediately preceding the date of this Announcement, or (iii) has received any irrevocable undertaking from any party to accept or reject the Offer as of the date of this Announcement. In the interests of confidentiality, the Offeror has not made enquiries in respect of certain other parties who may be deemed to be acting in concert with the Offeror in connection with the Offer. Similarly, CIMB-GK has also not made any such enquiries in respect of other members of the CIMB-GK group. Further enquiries will be made of such persons and the relevant disclosures will be made in due course subsequently and in the Offer Document (as referred to below)

6 9. Overseas Shareholders 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 law. The Offer will be made solely by the Offer Document (as defined below) and the forms of acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. 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. Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the law of that jurisdiction ("Restricted Jurisdiction") and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. The ability of Shareholders who are not resident in Singapore to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in Singapore should inform themselves of, and observe, any applicable requirements. 10. Confirmation of Financial Resources CIMB-GK, as financial advisor and underwriter to the Offeror, confirms that sufficient financial resources are available to the Offeror to satisfy in full all acceptances in respect of the Offer. 11. Offer Document The formal offer document setting out the terms and conditions of the Offer ("Offer Document") and enclosing a Form of Acceptance and Authorisation and/or a Form of Acceptance and Transfer will be despatched to holders of Offer Shares not earlier than 14 days and not later than 21 days from the date of this Announcement

7 Shareholders of KH are advised to exercise caution when dealing in the Shares. 12. Responsibility Statement The Directors of the Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement. Where any information has been extracted from published or otherwise publicly available sources or obtained from KH, the sole responsibility of the Directors of the Offeror has been to ensure that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement. The Directors of the Offeror jointly and severally accept responsibility accordingly. Issued by CIMB-GK SECURITIES PTE. LTD. for and on behalf of TAT HONG HOLDINGS LTD 27 March 2007 Forward-Looking Statements All statements other than statements of historical facts included in this Announcement are or may be forward looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project"", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders of KH and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor CIMB-GK undertakes any obligation to update publicly or revise any forward-looking statements

8 APPENDIX I DEALINGS BY THE RELEVANT PERSONS The dealings of the Relevant Persons in respect of the Shares for the period commencing six (6) months prior to the date of this Announcement are as follows: Name Date of Transaction Transaction price per Share (S$) No. of Shares acquired No. of Shares sold CIMB-GK 02-Oct Oct , Oct , Oct Oct Oct , Nov , Nov Nov , , Nov Nov Dec , Dec , Dec Dec , Dec , , Dec , Dec Jan Jan , , Jan , Jan The above dealings in the Shares by CIMB-GK were not carried out in connection with the Offer

9 Name Date of Transaction Transaction price per Share (S$) No. of Shares acquired No. of Shares sold Tat Hong Holdings Ltd 19-Dec , Dec Dec Dec , Dec Jan Jan , Jan Jan , Jan Jan Jan Jan , Mar Mar Mar Mar