TT INTERNATIONAL LIMITED (Incorporated in Singapore) (Company Registration Number: D)

Transcription

1 TT INTERNATIONAL LIMITED (Incorporated in Singapore) (Company Registration Number: D) (A) PROPOSED ACQUISITION OF CERTAIN ASSETS (THE PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of TT International Limited (the Company, and together with its subsidiaries, the Group ) wishes to announce that the Company has executed a binding term sheet dated 17 February 2007 (the Term Sheet ) to acquire the assets and businesses relating to the wholesale and retail of household and custom-made furniture and furnishings assets (the Furniture Assets and Businesses ) from Novena Holdings Limited (the Vendor ). The transfer of the Furniture Assets and Businesses to the Company will be effected through the sale and transfer of the Vendor s shareholdings in the following companies (the Target Companies ), which are wholly-owned subsidiaries of the Vendor:- (a) Novena Furnishing Centre Pte Ltd; (b) Castilla Design Pte Ltd; (c) The White Collection Pte Ltd; (d) Natural Living Pte Ltd; (e) Living Lifestyle Pte Ltd; and (f) Poya Communications Pte Ltd. The Term Sheet constitutes legally binding commitments and agreements between the parties to be formalised by the parties entering into a definitive Acquisition Agreement. The definitive Acquisition Agreement will set out the full terms and conditions of the proposed transactions based on the key terms contained herein, to be executed within thirty (30) days from the date the Term Sheet is executed or such other later date to be agreed between the parties. 2. INFORMATION ON THE VENDOR The Vendor s core business is in the wholesaling and retailing of household and custommade furniture and furnishings including those marketed and sold under seven different brand names together with the registered trademarks, namely Novena, Castilla Premium, Castilla, Castilla Modern, Natural Living, Modern Living, and The White Collection. The Vendor will divest its interest in all the assets and businesses relating to the wholesale and retail of household and custom-made furniture and furnishings including those marketed and sold under the 7 different brand names and the registered trademarks held through the Target Companies. The Target Companies listed below also own the following properties and they will be part of the assets in the Proposed Acquisition:- Target Company Novena Furnishing Centre Pte Ltd Novena Furnishing Centre Pte Ltd Description of the property (the Property ) 3 storey, 30 years leasehold Industrial Property (lease period started in October 1992) 3 storey, 30 years leasehold Industrial Property (lease period started in October 1992) Location of the Property 47, Sungei Kadut Ave 49, Sungei Kadut Ave 1

2 Castilla Design Pte Ltd 3 storey, 30 years leasehold Industrial Property (lease period started in November 1992) 33, Sungei Kadut Ave 3. CONSIDERATION The aggregate consideration for the Proposed Acquisition (the Consideration ) is approximately S$13.5 million, which is subject to adjustment (if any) upon completion of the due diligence and the following assumptions:- (a) certain assets not relating to the operation of the Furniture Assets and Businesses will be excluded from the Proposed Acquisition; (b) (c) (d) (e) (f) (g) (h) the market value of the three properties referred to in paragraph 2 above will not be less than their net book value of S$8,641,498 as at 31 December 2006; the due diligence review will not reveal any findings that will have a material effect on the Furniture Assets and Businesses; the audited net profit after tax of the Furniture Assets and Businesses for the financial year ended 31 December 2006 ( Audited NPAT ), which shall comprise only the operational income in respect of the Furniture Assets and Businesses and shall exclude all one-off non-recurring or exceptional income, shall not be less than S$2,000,000. In the event the actual Audited NPAT is less than S$2,000,000, the Consideration shall be based on such further terms and conditions to be mutually agreed between the parties, failing which the Proposed Acquisition shall ipso facto cease and determine; the aggregate net tangible asset value of the Furniture Assets and Businesses, which should also reflect their market values, should not be less than S$5.5 million as at 31 December 2006 and as at the completion date; no material contracts, leases, licences or other such commercial arrangements would terminate or be adversely affected as a result of a change of ownership of the Furniture Assets and Businesses; the Furniture Assets and Businesses including its brand names and registered trademarks will be sold with adequate and normal level of working capital to finance its operations; and the Furniture Assets and Businesses have been and will be conducted in the normal course till the date of completion of the Proposed Acquisition. The entire Consideration will be satisfied by the issue of new ordinary shares at the issue price of S$0.20 each in the capital of the Company ( Consideration Shares ). 4. CONDITIONS PRECEDENT The completion of the Proposed Acquisition is conditional upon the fulfilment of, inter alia, the following conditions precedent:- a) the Company being satisfied in its sole and absolute discretion with the results of the due diligence investigations on the Furniture Assets and Businesses, whether legal, financial, contractual, tax or otherwise; b) the approval of the respective shareholders of the Vendor and the Company in a general meeting (where necessary); c) the approval of the Vendor s shareholders in a general meeting and SGX-ST in respect of the disposal of the Furniture Assets and Businesses by the Vendor; 2

3 d) the approval of the SGX-ST for the listing and quotation of the Consideration Shares on the Official List of the SGX-ST; e) all government, regulatory or other approvals, permits, licences, consents and authorisations necessary or desirable in connection with the sale and transfer of the Furniture Assets and Businesses to the Company, and if subject to conditions, on such conditions acceptable to the Company prior to the completion; and f) such other conditions as are usually applicable to a transaction of similar nature, which will be set out in the definitive Acquisition Agreement. 5. OTHER KEY TERMS Subject to other terms and conditions as may be provided in the definitive Acquisition Agreement, the Term Sheet sets out, inter alia, the following key commercial terms of the Proposed Acquisition:- (a) (b) (c) (d) (e) (f) The Vendor shall undertake not to sell, transfer, dispose of or otherwise deal with its interest in shares for a period of 6 months from the date of admission of the Consideration Shares to the SGX-ST, and 50% of such interest for the next 6 months; The Vendor shall undertake not to directly or indirectly engage in the same or similar business for a period of two years after the legal completion of the disposal of the Furniture Assets and Businesses; The Vendor shall provide reasonable assurance that the key management and employees of the Furniture Assets and Businesses would continue as required for the purpose of running the operation, upon such terms as are acceptable to the Company; The Vendor and the Company shall enter into a consultancy agreement on terms and conditions mutually agreed by the Company and Vendor, under which the Vendor shall, for a period of not more than two (2) years (the Period ),arrange for Mr Toh Soon Huat to provide consultancy services to the Company in relation to the management and operation of the Furniture Assets and Businesses. The Period may be extended subject to the agreement of the Vendor and the Company; The Company shall provide an undertaking to the Vendor that upon completion of the disposition of the Furniture Assets and Businesses, the Vendor shall be allowed to continue to use the trade marks, trade names, copyrights and designs relating to Novena, provided the Vendor and all of its related corporations shall not after completion be permitted to use or in any way be associated with any of the existing registered trademarks and design marks in connection with the Furniture Assets and Businesses; and The completion of the Proposed Acquisition shall be two weeks after the fulfilment (or waiver at the discretion of the Company) of the conditions precedent 6. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition would enhance the Group s overall reach and presence in the consumer retail market in the region. The Furniture Assets and Businesses would become part of the rapidly growing, profitable and focused consumer products retail group within the Group, providing it with potentially significant synergistic benefits in operational terms. The Group plans to incorporate the furniture businesses to be acquired from the Vendor into its existing consumer electronics retail stores in Singapore and Indonesia in order to provide a one-stop home and electronics solution to end-consumers in Singapore and Indonesia, and rapidly replicating this formula in its other key markets in Southeast Asia, namely Brunei, Cambodia and Vietnam, in the near-term. 3

4 7. FINANCING The Consideration for the Proposed Acquisition will be settled through the issue of the Consideration Shares. 8. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION The financial effects of the Proposed Acquisition will be disclosed in the further announcement to be made upon the parties execution of the definitive Acquisition Agreement, based on the financial information of the Furniture Assets and Businesses as at 31 December 2006 (being the relevant financial information for a meaningful disclosure of the financial effects), which will be available by 1 March 2007 when the Vendor releases its full year financial results in SGXNET. 9. RELATIVE FIGURES COMPUTED BASED ON RULE 1006 OF THE LISTING MANUAL 1016 (a) Net Asset Value Test Not applicable as this transaction is an acquisition and not a disposal of assets (b) Profits Test To be disclosed in the further announcement to be made when the definitive Acquisition Agreement is executed for the reason stated in paragraph 8 above (c) Consideration Test. Assuming the Consideration being S$13.5 million, the Consideration for the Proposed Acquisition represents approximately 14.7% of the Company s market capitalisation of approximately S$91.6 million as at 16 February 2007 (being the market day preceding the date the Term Sheet is executed) (d) Equity Securities Test Assuming the Consideration being S$13.5 million, the Consideration Shares to be issued represent approximately 12.9% of the Company s existing issued share capital of 523,487,547 ordinary shares as at the date of this announcement. 10. UNDERTAKING TO VOTE (a) The Vendor shall procure that where the approval of the shareholders of the Vendor is required in a general meeting, (i) each of Toh Soon Huat and Lee Kek Choo will give an irrevocable undertaking and (ii) on the best effort basis, the Vendor to obtain from Oei Hong Leong Foundation (Pte) Ltd and SureWorld Capital Limited an irrevocable undertaking, (b) to the Company to propose and vote in favour of the shareholders resolution(s) proposed in the general meeting to approve the disposal of the Furniture Assets and Businesses to the Company. The Company shall procure that where the approval of the shareholders of the Company is required in a general meeting, each of Sng Sze Hiang and Tong Jia Pi Julia will give an irrevocable undertaking to the Vendor to propose and vote in favour of the shareholders resolution(s) proposed in the general meeting to approve: (a) the acquisition of the Furniture Assets and Businesses, and (b) the issue of the Consideration Shares to the Vendor. 4

5 11. INTEREST OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition. 12. DOCUMENTS FOR INSPECTION A copy of the Term Sheet is available for inspection at the Company s registered office at 10 Toh Guan Road, #10-00, TT International Tradepark, Singapore for 3 months from the date of this Announcement. (B) PLACEMENT OF 18,278,000 NEW ORDINARY SHARES IN THE CAPITAL OF TT INTERNATIONAL LIMITED The Company has today entered into a subscription agreement (the Subscription Agreement ) with Novena Holdings Limited (the Subscriber ). Subject to the terms of the Subscription Agreement, the Company has agreed to issue 18,278,000 new ordinary shares (the Placement Shares ) in the capital of the Company at an issue price of S$0.20 for each Placement Share (the Placement ) and the Subscriber has agreed to subscribe and pay for the Placement Shares. The Placement Shares is intended to be issued pursuant to the general mandate obtained at the annual general meeting ( AGM ) of the Company held on 19 July 2006 which authorises the Directors of the Company pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, to allot and issue new shares not exceeding 20% of the Company s issued share capital in the case where shares are issued other than on a pro-rata basis to existing shareholders. As at 19 July 2006, the issued and paid up share capital of the Company was 523,487,547 ordinary shares. The Placement Shares represent approximately 3.5% of the Company s issued and paid-up share capital as at 19 July 2006 (the date of the last AGM of the Company) and as at the date of this announcement. The Placement Shares, when issued and fully paid, will rank pari passu in all respects with the existing ordinary shares of the Company, including without limitation, any entitlements, distributions, dividends or rights, the record date in respect of which falls on or after the date of the AGM of Company to be convened to, inter alia, approve the full year audited accounts and the final dividend to be declared in respect of Company s financial year ending 31 March The placement price of S$0.20 for each Placement Share represents a premium of approximately 14.3% of the closing price of the Company s Shares on the SGX-ST on 16 February The Company will be making an application to the Singapore Exchange Securities Trading Limited (the SGX-ST ) for the listing and quotation of the Placement Shares on the Official List of the SGX- ST. The Placement is conditional upon, inter alia, the approval of the respective shareholders of the Subscriber and the Company in a general meeting (where necessary), the completion of the Proposed Acquisition and the approval of the SGX-ST for the listing and quotation of the Placement Shares on the Official List of the SGX-ST. For illustrative purposes, upon the completion of the Proposed Acquisition and assuming the consideration for the Proposed Acquisition being S$13,500,000 to be satisfied by the issue of 67,500,000 new ordinary shares (the Consideration Shares ), the issued and paid up share capital of the Company will increase to S$92,023,132, comprising 590,987,547 Shares. Upon the completion of the Placement, the Placement will increase the issued and paid up share capital of the Company to S$95,678,732, comprising 609,265,547 Shares. The Placement Shares will represent approximately 3% of the Company s enlarged share capital after the Proposed Acquisition and the Placement. The financial effects of the Placement will be disclosed in the further announcement to be made upon the parties execution of the definitive Acquisition Agreement, based on the financial information of the Furniture Assets and Businesses as at 31 December 2006 (being the relevant financial information for a meaningful disclosure of the financial effects), which will be available by 1 March 2007 when the Subscriber releases its full year financial results in SGXNET. 5

6 The estimated net proceeds from the Placement, after deducting estimated expenses pertaining to the Placement of S$30,000, will be S$3,625,600. The net proceeds will be used for general working capital purposes. None of the existing Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Placement. Shareholders and potential investors should note that the proposed transactions are subject to the fulfilment of, inter alia, the conditions set out above, including the obtaining of the relevant regulatory approvals, and accordingly should exercise caution when trading in the shares. Persons who are in doubt as to the action they should take should consult their legal, financial, tax or other professional advisers. Further announcements will be made by the Company as and when appropriate. BY ORDER OF THE BOARD Lien Soh Cheng Company Secretary 21 February