PROPOSED LISTING ON THE GROWTH ENTERPRISE MARKET ( GEM ) OF THE STOCK EXCHANGE OF HONG KONG LIMITED ( SEHK )

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Brianne Jackson
5 years ago
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1 This announcement and its content have been reviewed by the Company's sponsor, CNP Compliance Pte Ltd ("Sponsor"), for compliance with the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this announcement. This announcement has not been approved or examined by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Pradeep Kumar Singh (Contact No.: / pksingh@cnplaw.com), at 36 Carpenter Street Singapore 05991). PROPOSED LISTING ON THE GROWTH ENTERPRISE MARKET ( GEM ) OF THE STOCK EXCHANGE OF HONG KONG LIMITED ( SEHK ) 1. INTRODUCTION The Board of Directors of Natural Cool Holdings Limited (the Company or the Group ) wishes to announce that the Group has commenced preparations for a proposed restructuring ( Proposed Restructuring ) and for a proposed listing of certain of the Company s subsidiaries on the Growth Enterprise Market ( GEM ) of the Hong Kong Stock Exchange ( SEHK ) ( Proposed SEHK Listing ). 2. THE PROPOSED RESTRUCTURING The Proposed Restructuring will involve the Company establishing a wholly owned subsidiary ( Newco ) which will, either itself or through another wholly owned subsidiary, acquire the following companies ( New Listing Group ) now owned or which will in future be owned by the Group:- STE Group Pte Ltd S-Team Switchgear Private Limited S-Team Switchgear (Malaysia) Sdn Bhd STE Titans Industries (M) Sdn Bhd VNS Manufacturing Pte Ltd VNS Switchgear (India) Pvt Ltd Titans Power Holding Pte. Ltd. Titans Power System Pte. Ltd Titans Industries (M) Sdn. Bhd.

2 The acquisition by the Company of Titans Power Holding Pte. Ltd, Titans Power System Pte. Ltd and Titans Industries (M) Sdn. Bhd ( Titans Acquisition ) was announced by the Company on 29 June The Titans Acquisition is still pending, and completion is subject to the various conditions precedent set out in the sale and purchase agreement entered into by the Company in connection with the Titans Acquisition. Subject to completion of the Titans Acquisition, the Group intends to include the aforesaid three companies as part of the New Listing Group. Shareholders should note that the companies (including assets and businesses) to be included in the New Listing Group shall be subject to change if deemed desirable or necessary in the course of preparation for the Proposed SEHK Listing. Newco will be established in a jurisdiction to be selected after consultation with the Company s professional advisers. As the Proposed Restructuring involves the internal reorganisation of the various companies in the Group under one or more intermediate holding companies, the Proposed Restructuring will not have any material impact on the Group s net asset value per share or earnings per share for FY2009. The impact of the Titans Acquisition has been disclosed by the Company in its announcement on 29 June THE PROPOSED SEHK LISTING Newco will be submitting an application to the GEM Listing Committee for the listing of, and permission to deal in, all of its shares and new shares to be issued in connection with the Proposed SEHK Listing ("Newco Shares") on GEM. The Group proposes that Newco shall issue new Newco Shares ( Proposed Issuance ) in connection with the Proposed SEHK Listing. Accordingly, in accordance with the GEM Listing Rules, Newco will issue a prospectus as part of its application document to the GEM Listing Committee for the Proposed SEHK Listing. Shareholders and investors should note that the GEM Listing Committee has not opined on the suitability of Newco for listing on GEM nor given any indication as to whether or not the GEM Listing Committee will grant its approval to Newco for the Proposed SEHK Listing. There is also no certainty that an application to the GEM Listing Committee will be undertaken, as such an application will be conditional upon all preparations, including but not limited to the results of the due diligence to be undertaken for the Proposed SEHK Listing being satisfactory.

3 4. THE PROPOSED ISSUANCE Prior to the Proposed SEHK Listing, Newco may undertake a private placement of new Newco Shares ( Proposed Placement of New Shares ) to recapitalise and to strengthen its capital base and/or a private placement of existing Newco Shares by the Company ( Proposed Placement of Vendor Shares ). Shareholders should note that there may be a delay in the Proposed SEHK Listing in the event that Newco is required to undertake or procure a private placement of new or existing Newco Shares to meet the public float requirements of the GEM Listing Rules. The Company will release the appropriate announcements from time to time when appropriate to inform Shareholders of the progress of Newco's Proposed SEHK Listing. Shareholders and other investors are reminded to exercise caution when dealing in the Shares. In the event that Shareholders and other investors are in doubt, they should obtain relevant professional advice. 5. SHAREHOLDERS APPROVAL FOR THE PROPOSED ISSUANCE / PROPOSED PLACEMENT Proposed Issuance and Proposed Placement of New Shares Under Rule 805(2) of the Catalist Rules, approval of the Shareholders will be required where the Company s principal subsidiary issues shares that results in the Company reducing its shareholding in the subsidiary by 20% or more. Principal subsidiary is defined as a subsidiary whose latest audited consolidated pre-tax profits (excluding the minority interest relating to that subsidiary) as compared with the latest audited consolidated pre-tax profits of the group (excluding the minority interest relating to that subsidiary) accounts for 20% or more of such pre-tax profits of the group. In determining profits, exceptional and extraordinary items are to be excluded. Upon completion of the Proposed Restructuring, Newco will constitute a principal subsidiary of the Group. Accordingly, the Proposed Issuance and Proposed Placement of New Shares (and consequently the Proposed SEHK Listing) is conditional upon the passing of an ordinary resolution(s) by Shareholders at a extraordinary general meeting ("EGM") of the Company to be convened (or any adjournment thereof) approving the Proposed Issuance and Proposed Placement of New Shares.

4 Proposed Placement of Vendor Shares Under Rule 1004 of the Catalist Rules, transactions are classified as (a) non-discloseable transactions, (b) discloseable transactions, (c) major transactions; and (d) very substantial acquisitions or reverse takeovers. Under Rule 1006 of the Catalist Rules, a transaction may fall into category (a), (b), (c) or (d) of Rule 1004 depending on the size of the relative figures computed on the following bases: (i) (ii) (iii) (iv) The net asset value of the assets to be disposed of, compared with the group s net asset value. This basis is not applicable to an acquisition of assets; The net profits attributable to the assets acquired or disposed of, compared with the group s net profits; The aggregate value of the consideration given or received, compared with the issuer s market capitalisation based on the total number of issued shares excluding treasury shares; and The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue. The success of the restructuring exercise and the subsequent fund raising in Hong Kong by Newco will depend on several external factors. Accordingly a meaningful estimation of the financial effects of the exercise is not considered feasible at this stage. Under Rule 1013 and 1014 of the Catalist Rules, if the relative size of the Proposed Placement of Vendor Shares, calculated on the above basis, exceeds 50%, then the Proposed Placement of Vendor Shares will be classified as a major transaction and shall be conditional upon Shareholders approval to be obtained at an EGM. In the event that the Company decides to proceed with the Proposed Placement of Vendor Shares, the Company will obtain Shareholders approval in accordance with the requirements of Rule 1014 of the Catalist Rules. 6. PROPOSED RESTRUCTURING, PROPOSED SEHK LISTING, PROPOSED ISSUANCE AND PROPOSED PLACEMENT ( PROPOSED TRANSACTIONS ) Shareholders should note that the Proposed Restructuring, Proposed SEHK Listing, Proposed Issuance and Proposed Placement shall be conditional upon, amongst others:- (a) (b) (c) The Newco having received the approval of the GEM Listing Committee for the listing of the Newco Shares; and, where such approval is subject to conditions, such conditions being acceptable to the Company and being complied with; The GEM Listing Committee having granted all waivers that the Directors consider necessary or desirable in relation to Newco and the Proposed SEHK Listing; all eligibility requirements for listing on GEM being satisfied by Newco; and

5 (d) there being no events or developments which in the opinion of the Directors is likely to materially prejudice the success of the listing of Newco on GEM, including but not limited to any adverse change, or any development involving a prospective adverse change, in any local national regional or international financial (including stock market, foreign exchange market or money market), political, industrial, economic, legal or monetary conditions, taxation or exchange controls (including without limitation, the imposition of any moratorium, suspension or restriction on trading in securities generally on the SEHK or SGX-ST). 7. SPONSOR AND FINANCIAL ADVISER FOR THE PROPOSED SEHK LISTING Guangdong Securities Limited and Bridge Partners Capital Limited have been appointed as the sponsor and financial adviser in relation to the Proposed SEHK Listing respectively. 8. RATIONALE FOR THE PROPOSED TRANSACTIONS The Directors are of the view that the Proposed Transactions are in the interest of the Company and Shareholders for the following reasons: (a) (b) Newco s Listing on GEM - The Group hopes that through a possible listing on GEM, the Group will be able to attract a different base of investors, increasing the Group s profile in the international investment community. Fund raising The Proposed Issuance and/or Proposed Placement will raise funds for the Group, allowing the Group to expand its capital base and provide the Group with additional funds for its business expansion and other purposes. 9. DIRECTORS AND CONTROLLING SHAREHOLDER S INTEREST None of the Directors or controlling Shareholders of the Company has any interest, direct or indirect, in any of the above, other than by virtue of their respective shareholding interest in the Company.

6 10. UPDATE The Company will be making the appropriate announcements in due course and will continue to keep shareholders updated on the above transaction. By Order of the Board Yun Chee Keen Company Secretary 19 October 2009 About Natural Cool Holdings Limited Established in 1989 and listed on Catalist (formerly known as SESDAQ) in May 2006, Natural Cool provides installation, maintenance, repair and replacement services for air-conditioning systems to the residential segment, both public and private; and commercial sectors, which include factories, offices, condominiums, schools and hospitals, in Singapore. In addition, the Group sells air-conditioning components and tools used for the installation and servicing of air-conditioning business. The Group also manufactures and sells switchgears through mechanical and electrical ( M&E ) contractors to public and private property developments. Started in 2003, the Group s switchgear division designs and manufactures switchgear products customised to meet specific requirements of its customers. The Group has extended its geographical reach into the region since 2005 and now has a presence in China, India. Its subsidiary, VNS Manufacturing (S) Pte Ltd, the Group s switchgear division that specialises in the design, manufacture and sale of switchgear products, was awarded an exclusive distributorship by Indian-based, Larsen & Toubro Limited ( L & T ) for the exclusive marketing of L & T s electrical standard products in Singapore. Founded in 1938, L & T is India s largest engineering and construction conglomerate with interests in electrical, electronics and information technology.

The contact person for the Sponsor is Mr Thomas Lam at 36 Carpenter Street, Singapore , telephone: (65) ;

The contact person for the Sponsor is Mr Thomas Lam at 36 Carpenter Street, Singapore , telephone: (65) ; (Incorporated in the Republic of Singapore) Company Registration No. 200509967G This announcement has been prepared by the Company and reviewed by the Company s sponsor, CNP Compliance Pte. Ltd. ( Sponsor