INTERRA RESOURCES LIMITED Singapore Company Registration No Z Australian Business No

Transcription

1 INTERRA RESOURCES LIMITED Singapore Company Registration No Z Australian Business No SGX ANNOUNCEMENT SGX Code: Interra Res (5GI) 27 June 2012 PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF SHARES 1. INTRODUCTION 1.1 Basis of the Proposed Rights Issue The board of directors (the Board or Directors ) of Interra Resources Limited (the Company ) wishes to announce that the Company is proposing to undertake a renounceable non-underwritten rights issue (the Proposed Rights Issue ) of up to 147,960,119 new ordinary shares in the capital of the Company ( Rights Shares ) at an issue price of S$0.15 for each Rights Share ( Issue Price ), on the basis of one (1) Rights Share for every two (2) existing ordinary shares in the capital of the Company (the Shares ) held by shareholders of the Company ( Shareholders ) at a time and date to be determined by the Directors for the purposes of determining Shareholders entitlements under the Proposed Rights Issue (the Books Closure Date ), fractional entitlements to be disregarded. 1.2 Irrevocable Undertakings As at the date of this announcement, Mr Edwin Soeryadjaya (Non-Executive Chairman) and Mr Sandiaga Uno (Non-Executive Deputy Chairman) (through their direct and indirect shareholdings in Fleur Enterprises Limited ( Fleur ) and Saratoga Equity Partners I Limited ( SEPIL )) as well as Mr Subianto Arpan Sumodikoro (Non- Executive Director) (through his direct shareholding in Shining Persada Investments Pte Ltd ( SPI )) hold an aggregate of 87,909,000 Shares, representing approximately 29.76% of the existing issued share capital of the Company. To show their support for the Proposed Rights Issue and to demonstrate their commitment to and confidence in the prospects of the Company and its subsidiaries (the Group ), Fleur, SEPIL and SPI (the Undertaking Shareholders ) have undertaken to the Company that they will, inter alia, irrevocably subscribe and pay in full and/or procure the subscription and payment in full for their rights entitlement to 43,954,500 Rights Shares as well as 44,671,571 excess Rights Shares (collectively 88,626,071 Rights Shares (the Undertaking Rights Shares ), representing approximately 60% of the total number of Rights Shares (of up to 147,960,119 Rights Shares) under the Proposed Rights Issue) (the "Undertakings"). The details of the Undertakings are set out in section 3.2 of this announcement. 1.3 Approvals The Company will be seeking specific approval from Shareholders for the Proposed Rights Issue at an extraordinary general meeting (the "EGM") to be convened by the Interra Resources Limited 1 Grange Road #05-04 Orchard Building Singapore Tel (65) Fax (65)

2 Page 2 of 12 Company. The details of the approvals required are set out in section 7 of this announcement. 2. PRINCIPAL TERMS OF THE PROPOSED RIGHTS ISSUE 2.1 Entitled Shareholders The Proposed Rights Issue is proposed to be offered on a renounceable basis to Entitled Shareholders (defined below) on the basis of one (1) Rights Share for every two (2) Shares held by, or standing to the credit of the securities accounts of Entitled Shareholders (defined below) with The Central Depository (Pte) Limited ( CDP ) as at the Books Closure Date, fractional entitlements to be disregarded. 2.2 Size of the Proposed Rights Issue As at the date of this announcement, the Company has (i) an issued share capital comprising 295,420,238 Shares ( Existing Share Capital ); and (ii) outstanding share options ( Outstanding Share Options ) granted under the Interra Share Option Plan which are exercisable into 500,000 Shares. Based on the Existing Share Capital and assuming (i) none of the Outstanding Share Options are exercised before the Books Closure Date; (ii) none of the other Shareholders subscribes for any Rights Shares; and (iii) only the Undertaking Shareholders subscribe for, and/or procure the subscriptions of, the Undertaking Rights Shares, 88,626,071 Rights Shares will be issued pursuant to the Proposed Rights Issue ( Minimum Subscription Scenario ). Based on the Existing Share Capital and assuming (i) all the Outstanding Share Options are exercised into 500,000 Shares before the Books Closure Date; and (ii) the Proposed Rights Issue is fully subscribed, 147,960,119 Rights Shares will be issued pursuant to the Proposed Rights Issue ( Maximum Subscription Scenario ). Fractional entitlements to the Rights Shares will be disregarded in arriving at the Entitled Shareholders entitlements and will, together with the provisional allotments of Rights Shares which are not taken up or allotted for any reason, be aggregated and allotted to satisfy applications for excess Rights Shares (if any) or disposed or otherwise dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. In the allotment of excess Rights Shares, preference will be given to the rounding of odd lots, and the Directors and substantial Shareholders who have control or influence over the Company in connection with the day-to-day affairs of the Company or the terms of the Proposed Rights Issue, or have representation (direct or through a nominee) on the board of the Company will rank last in priority for the rounding of odd lots and allotment of excess Rights Shares. 2.3 Status of the Rights Shares The Rights Shares are payable in full upon acceptance and/or application and will, upon allotment and issue, rank pari passu in all respects with the then existing issued

3 Page 3 of 12 Shares except that they will not be entitled to participate in any dividends, rights, allotments or other distributions, the Record Date for which falls on or before the date of issue of the Rights Shares. For this purpose, Record Date means, in relation to any dividends, rights, allotments or other distributions, the date as at the close of the business (or such other time as may have been notified by the Company) on which Shareholders must be registered with the Company or the securities accounts of Shareholders must be credited with Shares in order to participate in such dividends, rights, allotments or distributions. 2.4 Issue Price The Issue Price represents (i) a discount of approximately 63.02% to the weighted average price of S$ for trades done on Catalist on 27 June 2012, being the last trading day of the Shares on Catalist prior to the date of release of this announcement; and (ii) a discount of approximately 53.17% to the theoretical exrights price of S$0.3203, assuming the Maximum Subscription Scenario. 2.5 Other terms The terms and conditions of the Proposed Rights Issue are subject to such changes as the Directors may deem fit. The final terms and conditions of the Proposed Rights Issue will be contained in the offer information statement ( Offer Information Statement ) to be lodged with the Singapore Exchange Securities Trading Limited ( SGX-ST ), acting as an agent on behalf of the Monetary Authority of Singapore (the Authority ). 3. IRREVOCABLE UNDERTAKINGS 3.1 Existing shareholdings As at the date of this announcement, the Undertaking Shareholders hold in aggregate of 87,909,000 Shares (representing approximately 29.76% of the existing issued share capital of the Company), details as follows:- (a) (b) (c) Fleur holds 51,349,000 Shares (the Existing Fleur Shares ), representing approximately 17.38% of the Existing Share Capital; SEPIL holds 1,560,000 Shares (the Existing SEPIL Shares ), representing approximately 0.53% of the Existing Share Capital; and SPI holds 35,000,000 Shares (the Existing SPI Shares ), representing approximately 11.85% of the Existing Share Capital. 3.2 Undertakings The Undertaking Shareholders have separately given the Undertakings pursuant to which they each have irrevocably undertaken to the Company, amongst other things, that:

4 Page 4 of 12 (a) (b) (c) as at the Books Closure Date, they will have and/or procure that not less than the number of Existing Fleur Shares, Existing SEPIL Shares and Existing SPI Shares (as the case may be) will be credited to the securities accounts held by them; they will vote and/or will procure the voting of all the Existing Fleur Shares, Existing SEPIL Shares and Existing SPI Shares (as the case may be) in favour of the resolution to be proposed at the EGM to be held or any adjournment thereof, to approve, inter alia, the Proposed Rights Issue and the issue of the Rights Shares; and they will, not later than the last day for acceptance and payment of the Rights Shares, subscribe and pay in full for, and/or procure the subscription and payment in full for, their respective entitlements to the Rights Shares, and in the event that all the Entitled Shareholders (other than the Undertaking Shareholders) do not subscribe or apply for the Rights Shares to be issued pursuant to the Proposed Rights Issue: (i) in the case of the Undertaking given by Fleur, up to 26,093,352 excess Rights Shares ( Fleur s Excess Rights Commitment ); (ii) in the case of the Undertaking given by SEPIL, up to 792,725 excess Rights Shares( SEPIL s Excess Rights Commitment ); and (iii) in the case of the Undertaking given by SPI, up to 17,785,494 excess Rights Shares ( SPI s Excess Rights Commitment ). The total number of Rights Shares pursuant to the Undertakings, comprising Fleur s Excess Rights Commitment, SEPIL s Excess Rights Commitment, SPI s Excess Rights Commitment, and the Undertaking Shareholders respective entitlements to the Rights Shares, amounts to an aggregate of 88,626,071 Rights Shares (being the Undertaking Rights Shares) and represents approximately 60% of the total number of Rights Shares of up to 147,960,119 Rights Shares under the Proposed Rights Issue. Pursuant to the Undertakings, in the allotment of excess Rights Shares, Fleur s Excess Rights Commitment, SEPIL s Excess Rights Commitment and SPI s Excess Rights Commitment shall be satisfied in proportion to their respective shareholdings in the Company as at the date of the Undertakings. Each of the Undertakings is conditional upon the following:- (a) (b) (c) the Whitewash Waiver (as defined below) granted by the Securities Industry Council (the SIC ) not having been withdrawn or revoked; the receipt of the listing and quotation notice of the SGX-ST approving the dealing in, listing of and quotation of the Rights Shares on Catalist; the Proposed Rights Issue being approved by Shareholders at the EGM;

5 Page 5 of 12 (d) (e) the Proposed Whitewash Resolution (as defined below) being approved by the Independent Shareholders (as defined below) at the EGM; and the lodgement of the Offer Information Statement in respect of the Proposed Rights Issue with the Authority. 4. PURPOSE OF THE PROPOSED RIGHTS ISSUE AND USE OF PROCEEDS The Company is proposing to undertake the Proposed Rights Issue to raise funds for new work programmes for the Group s existing oil and gas assets located in Myanmar and Indonesia in 2012 and 2013, with the objectives of (i) increasing the Group s proved reserves in these assets; (ii) increasing oil production from existing producing fields; and (iii) identifying new areas within these assets where it can start new exploration as well as new production. The Company is also open to new acquisitions that are in line with its growth strategy. Assuming the Maximum Subscription Scenario, the estimated net proceeds from the Proposed Rights Issue (after deducting estimated expenses to be incurred in connection with the Proposed Rights Issue of approximately S$0.45 million) is expected to be approximately S$21.74 million. Assuming the Minimum Subscription Scenario, the estimated net proceeds from the Proposed Rights Issue (after deducting estimated expenses to be incurred in connection with the Proposed Rights Issue of approximately S$0.45 million) is expected to be approximately S$12.84 million. The Company intends to utilise approximately S$12.84 million of the net proceeds from the Proposed Rights Issue to fund its work programmes and any excess net proceeds which are not required for its work programmes, for new acquisitions if such opportunities arise. Pending the deployment of the proceeds for the purposes mentioned above, such proceeds may be deposited with banks and/or financial institutions and/or invested in short-term money market instruments and/or debt instruments, as the Directors may deem appropriate in the interests of the Group. The Company will make periodic announcements on the utilisation of the net proceeds from the Proposed Rights Issue when such proceeds are materially disbursed, and will provide a status report on the use of such proceeds in the Company s annual report. The Group does not have any bank facilities as at the date of this announcement. The Directors are of the opinion that, barring unforeseen circumstances: (a) after taking into consideration the internal resources and the operating cashflows of the Group, the working capital available to the Group is sufficient to meet its present requirements, and the reason for undertaking the Proposed Rights Issue is to fund its work programmes; and

6 Page 6 of 12 (b) after taking into consideration the internal resources and the operating cashflows of the Group, as well as the net proceeds from the Proposed Rights Issue, the working capital available to the Group is sufficient to meet its present requirements. 5. ELIGIBILITY TO PARTICIPATE IN THE PROPOSED RIGHTS ISSUE 5.1 Entitled Depositors Shareholders whose securities accounts with CDP are credited with Shares as at the Books Closure Date ( Depositors ) will be provisionally allotted Rights Shares on the basis of the number of Shares standing to the credit of their securities accounts with CDP as at the Books Closure Date. To be Entitled Depositors, Depositors must have registered addresses in Singapore with CDP as at the Books Closure Date, or if they have registered addresses outside Singapore, must provide CDP (at 4 Shenton Way, #02-01 SGX Centre 2, Singapore ) with addresses in Singapore not later than 5.00 p.m. (Singapore time) on the date being five market days prior to the Books Closure Date, in order to receive their provisional allotments of Rights Shares entitlements. 5.2 Entitled Scripholders Shareholders whose share certificates are not deposited with CDP and whose Shares are not registered in the name of CDP ( Scripholders ) will have to submit duly completed and stamped transfers (in respect of Shares not registered in the name of CDP), together with all relevant documents of title, so as to be received up to 5.00 p.m. (Singapore time) on the Books Closure Date by the Company s share registrar, M & C Services Private Limited ( Share Registrar ), in order to be registered to determine the transferee s provisional allotments of Rights Shares entitlements. To be Entitled Scripholders, Scripholders must have registered addresses in Singapore with the Company as at the Books Closure Date, or if they have registered addresses outside Singapore, must provide the Share Registrar (at 138 Robinson Road #17-00 The Corporate Office Singapore ) with addresses in Singapore not later than 5.00 p.m. (Singapore time) on the date being five market days prior to the Books Closure Date, in order to receive their provisional allotments of Rights Shares entitlements. 5.3 Entitled Shareholders Entitled Depositors and Entitled Scripholders shall be collectively referred to as Entitled Shareholders in this announcement. Persons who bought their Shares previously using CPF Funds (as defined below) should use their CPF account savings ( CPF Funds ) for the payment of the Issue Price to accept their provisional allotments of Rights Shares and (if applicable) apply

7 Page 7 of 12 for excess Rights Shares, subject to the applicable CPF rules and regulations. Such persons who wish to accept their provisional allotments of Rights Shares using CPF Funds will need to instruct their respective approved banks, where they hold their CPF Investment Accounts, to accept the Rights Shares and (if applicable) apply for the excess Rights Shares on their behalf in accordance with the Offer Information Statement. CPF Funds may not, however, be used for the purchase of the provisional allotments of the Rights Shares directly from the market. Notwithstanding the foregoing, investors should note that the offer and sale of, or exercise or acceptance of, or subscription for, provisional allotments of the Rights Shares to or by persons located or resident in jurisdictions other than Singapore may be restricted or prohibited by the laws of the relevant jurisdiction. Crediting of provisional allotments of the Rights Shares to any securities account with CDP, the receipt of any provisional allotments of the Rights Shares, or receipt of the Offer Information Statement and/or any of its accompanying documents, will not constitute an offer or sale in those jurisdictions in which it will be illegal to make such offer or sale, or where such offer or sale will otherwise violate the securities laws of such jurisdictions or be prohibited. The Company reserves absolute discretion in determining whether any Shareholder located or resident outside Singapore may participate in the Proposed Rights Issue. 5.4 Foreign Shareholders For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the Proposed Rights Issue is only made in Singapore and the Rights Shares will NOT be offered to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not, at least five market days prior to the Books Closure Date, provided the Company or CDP, as the case may be, with addresses in Singapore for the service of notices and documents ( Foreign Shareholders ). The Offer Information Statement to be issued in relation to and for the purposes of the Proposed Rights Issue and the accompanying documents will not be mailed outside Singapore. If it is practicable to do so, arrangements may, at the discretion of the Company, be made for the provisional allotments of Rights Shares, which would otherwise have been provisionally allotted to Foreign Shareholders, to be sold nil-paid on the SGX- ST as soon as practicable after dealings in the provisional allotments of Rights Shares commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account the expenses expected to be incurred. The net proceeds from all such sales will be dealt with in accordance with the terms set out in the Offer Information Statement. 5.5 Provisional allotments Entitled Shareholders will be at liberty to accept, decline, or otherwise renounce or trade their provisional allotments of the Rights Shares on the SGX-ST during the provisional allotment trading period prescribed by the SGX-ST and will be eligible to

8 Page 8 of 12 apply for additional Rights Shares in excess of their provisional allotments under the Proposed Rights Issue. 6. WAIVER OF MANDATORY TAKEOVER Each of Mr Edwin Soeryadjaya, Mr Sandiaga Uno, Mr Subianto Arpan Sumodikoro, the Undertaking Shareholders, and their respective concert parties are concert parties (the Concert Party Group ). Assuming the Maximum Subscription Scenario, the aggregate shareholding interests of the Concert Party Group in the Company will be 29.71% following completion of the Proposed Rights Issue. Assuming the Minimum Subscription Scenario, the aggregate shareholding interests of the Concert Party Group in the Company will increase from approximately 29.76% to approximately 45.97% following the completion of the Proposed Rights Issue, based on the enlarged issued share capital of the Company of 384,046,309 Shares. Accordingly, the fulfilment of the Undertaking Shareholders' obligations pursuant to the Undertakings may result in the Concert Party Group increasing their aggregate shareholdings in the Company to more than 30%. In such event, the Concert Party Group would incur an obligation to make a mandatory general offer for the Company pursuant to Rule 14 of the Singapore Code on Take-overs and Mergers (the Code ) unless such obligation is waived by the SIC on such terms and conditions as it may impose. In view of the above, Mr Edwin Soeryadjaya, Mr Sandiaga Uno and Mr Subianto Arpan Sumodikoro have made an application to the SIC for, inter alia, a waiver of the obligations of the Concert Party Group to make a mandatory general offer for the Company under Rule 14 of the Code as a result of the subscription of Rights Shares under the Proposed Rights Issue in accordance with their Undertakings (the "Proposed Whitewash Waiver"). On 30 May 2012, the SIC granted the Proposed Whitewash Waiver. The Proposed Whitewash Waiver is subject to satisfaction of, amongst others, the following conditions (the "SIC Conditions"):- (a) (b) (c) a majority of holders of voting rights of the Company approve at a general meeting, before the Proposed Rights Issue, a resolution (the Whitewash Resolution ) by way of a poll to waive their rights to receive a general offer from the Concert Party Group; the Proposed Whitewash Resolution is separate from other resolutions; the Concert Party Group and parties not independent of them abstain from voting on the Proposed Whitewash Resolution;

9 Page 9 of 12 (d) the Concert Party Group did not acquire or are not to acquire any shares or instruments convertible into and options in respect of Shares of the Company (other than subscriptions for, rights to subscribe for, instruments convertible into or options in respect of new Shares which have been disclosed in the circular): (i) during the period between the date of announcement of the Proposed Rights lssue and the date that Shareholders approval is obtained for the Proposed Whitewash Resolution; and (ii) in the 6 months prior to the date of the announcement of the Proposed Rights lssue but subsequent to negotiations, discussions or the reaching of understandings or agreements with the Directors in relation to such issue; (e) (f) the Company appoints an independent financial adviser to advise its independent shareholders on the Proposed Whitewash Resolution; the Company sets out clearly in its circular to Shareholders: (i) the details of the Proposed Rights lssue as well as the Undertakings; (ii) the dilution effect to existing holders of voting rights of the acquisition of Rights Shares by the Concert Party Group pursuant to the Undertakings; (iii) the number and percentage of voting rights in the Company as well as the number of instruments convertible into, rights to subscribe for and options in respect of Shares in the Company held by the Concert Party Group as at the latest practicable date; (iv) the number and percentage of voting rights to be acquired by the Concert Party Group pursuant to the Undertakings; (v) specific and prominent reference to the fact that the acquisition of the Rights Shares by the Concert Party Group pursuant to the Undertaking could result in the Concert Party Group holding Shares carrying over 49% of the voting rights of the Company based on its enlarged issued share capital, and the fact that the Concert Party Group will as a result be free to acquire further Shares without incurring any obligation under Rule 14 to make a general offer; and (vi) that Shareholders, by voting for the Proposed Whitewash Resolution, are waiving their rights to a general offer from the Concert Party Group at the highest price paid by the Concert Party Group for the Company's Shares in the past 6 months preceding the commencement of the offer; (g) the circular by the Company to its Shareholders states that the waiver granted by the SIC to the Concert Party Group from the requirement to make a

10 Page 10 of 12 general offer under Rule 14 is subject to the conditions stated at paragraphs (a) to (f) above; (h) (i) the Company obtains the SIC's approval in advance for those parts of the circular that refer to the Proposed Whitewash Resolution; and to rely on the Proposed Whitewash Resolution, the acquisition of the Rights Shares by the Concert Party Group must be completed within 3 months of the date of approval of the Proposed Whitewash Resolution. The Company will be convening an EGM to obtain the approval of Shareholders for the Proposed Rights Issue and Shareholders other than the Concert Party Group (the Independent Shareholders ) for the Proposed Whitewash Resolution under the Code at the EGM. The Company has also appointed SAC Capital Private Limited as the independent financial adviser to advise such Directors who are considered independent for the purposes of making the recommendation to Independent Shareholders in relation to the Proposed Whitewash Resolution. The Proposed Rights Issue is conditional upon the grant of the Proposed Whitewash Waiver by the SIC and the passing of the Proposed Whitewash Resolution. In view of this, in the event that the Proposed Whitewash Resolution is not passed, the Proposed Rights Issue will not take place. 7. APPROVALS AND OTHER CONDITIONS TO THE PROPOSED RIGHTS ISSUE The Proposed Rights Issue is subject to, inter alia, the following:- (a) (b) (c) (d) (e) the Proposed Whitewash Waiver granted by the SIC on 30 May 2012 not having been withdrawn or revoked as at the date of completion of the Proposed Rights Issue; the receipt of the listing and quotation notice of the SGX-ST approving the dealing in, listing of and quotation of the Rights Shares on Catalist; the Proposed Rights Issue being approved by the Shareholders at the EGM; the Proposed Whitewash Resolution being approved by the Independent Shareholders at the EGM; and the lodgement of the Offer Information Statement with the SGX-ST acting as agent for and on behalf of the Authority. A circular to Shareholders containing, inter alia, the terms and conditions of the Proposed Rights Issue, details of the Proposed Whitewash Resolution, the advice

11 Page 11 of 12 from the independent financial advisor and the notice of EGM, will be despatched to Shareholders in due course. Subject to Shareholders approval of the Proposed Rights Issue and the Proposed Whitewash Waiver at the EGM, the Offer Information Statement will be lodged with the SGX-ST acting as an agent for and on behalf of the Authority and despatched to Entitled Shareholders in due course. 8. INDICATIVE TIMETABLE OF THE PROPOSED RIGHTS ISSUE An indicative timetable for the Proposed Rights Issue will be set out in a further announcement following the receipt of the listing and quotation notice from the SGX- ST for the listing and quotation of the Rights Shares on Catalist. 9. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS Save as disclosed above, none of the Directors and substantial Shareholders has any interest, direct or indirect, in the Proposed Rights Issue (other than through their respective shareholdings in the Company, if any). 10. RESPONSIBILITY STATEMENT The Directors (including any Director who may have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. By Order of the Board of Directors of INTERRA RESOURCES LIMITED Marcel Tjia Chief Executive Officer About Interra Interra Resources Limited, a Singapore-incorporated company listed on the SGX Catalist, is engaged in the business of oil and gas exploration and production ( E&P ). Our E&P activities include oil and gas production, field development and exploration through strategic alliances and partnerships. We are positioning ourselves to become a leading regional independent producer of oil and gas. For corporate enquiries, please contact: Marcel Tjia Chief Executive Officer mtjia@interraresources.com For technical enquiries, please contact: Frank Hollinger Chief Technical Officer frank@interraresources.com

12 Page 12 of 12 ^ This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor ( Sponsor ), Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart Pte. Limited), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ). Canaccord Genuity Singapore Pte. Ltd. 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 contact person for the Sponsor is Ms Alice Ng, Director, Corporate Finance, Canaccord Genuity Singapore Pte. Ltd., at 77 Robinson Road #21-02 Singapore , telephone (65)