EXIT OFFER in connection with THE PROPOSED VOLUNTARY DELISTING OF ROTARY ENGINEERING LIMITED. by DBS BANK LTD. (Company Registration No.: 196800306E) (Incorporated in the Republic of Singapore) for and on behalf of OROCHEM PTE. LTD. (Company Registration No.: 201725963G) (Incorporated in the Republic of Singapore) to acquire all the issued ordinary shares in the capital of ROTARY ENGINEERING LIMITED. (Company Registration No.: 198000255E) (Incorporated in the Republic of Singapore) EXIT OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS LEVEL OF ACCEPTANCES FOR 10 JANUARY 2018 OROCHEM PTE. LTD. OWNS, CONTROLS OR HAS AGREED TO ACQUIRE 73.00% OF THE SHARES 1 IN ROTARY ENGINEERING LIMITED. DBS Bank Ltd. ("DBS") refers to (a) the exit offer letter dated 26 December 2017 (the "Exit Offer Letter") issued by DBS, for and on behalf of OROCHEM PTE. LTD. (the "Offeror"), to the shareholders ("Shareholders") of Rotary Engineering Limited. (the "Company") in connection with the voluntary delisting of the Company from the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST") pursuant to Rules 1307 and 1309 of the listing manual of the SGX-ST (the "Listing Manual") and the exit offer (the "Exit Offer") in cash by DBS, for and on behalf of the Offeror, to acquire all the issued ordinary shares in the capital of the Company (the "Shares") other than those held by the Company as treasury shares and those held, directly or indirectly, by the Offeror as at the date of the Exit Offer (the "Offer Shares"); and (b) the announcement by the Company on 10 January 2018 on the results of the extraordinary general meeting of the Company ("EGM") held on 10 January 2018 (the "EGM Announcement"). All capitalised terms used and not defined herein shall have the same meanings given to them in the Exit Offer Letter, unless otherwise expressly stated or the context otherwise requires. 1 In this Announcement, unless otherwise stated, all references to the total number of Shares is a reference to 567,518,000 Shares (excluding 336,000 Shares held by the Company as treasury shares).
1. FULFILMENT OF THE DELISTING RESOLUTION APPROVAL CONDITIONS In the EGM Announcement, the Company had announced that at the EGM held on 10 January 2018, the Delisting Resolution as set out in the Notice of EGM dated 26 December 2017 was duly passed by the Shareholders in accordance with the requirements of Rule 1307 of the Listing Manual. Accordingly, the Delisting Resolution Approval Conditions have been fulfilled. 2. EXIT OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS As the Delisting Resolution Approval Conditions have been fulfilled, DBS wishes to announce, for and on behalf of the Offeror, that all the conditions to the Exit Offer have been satisfied and that the Exit Offer has become and is hereby declared UNCONDITIONAL in all respects as at the date of this Announcement. 3. LEVEL OF ACCEPTANCES OF THE EXIT OFFER DBS wishes to announce, for and on behalf of the Offeror, that the number of Shares owned, controlled, acquired or agreed to be acquired by the Offeror and parties acting or deemed to be acting in concert with the Offeror ("Concert Parties") (either before or during the Exit Offer, pursuant to the Exit Offer or otherwise, including valid acceptances of the Exit Offer received by the Offeror) as at 5.00 p.m. (Singapore time) on 10 January 2018 are as follows: Shares owned, controlled or agreed to be acquired as at the Joint Announcement Date by: Number of Shares Approximate percentage of the total issued share capital of the Company (%) 2 (i) the Offeror - - (ii) Concert Parties 344,661,332 60.73 Shares acquired or agreed to be acquired between the Joint Announcement Date and up to 5.00 p.m. (Singapore time) on 10 January 2018 (other than pursuant to valid acceptances of the Exit Offer) by: (i) the Offeror - - (ii) Concert Parties 6,678,000 1.18 2 The percentage shareholding interest is based on the issued share capital of 567,518,000 Shares (excluding 336,000 Shares held by the Company as treasury shares) as at the date of this Announcement, and rounded to two decimal places. 2
Valid acceptances (which have not been withdrawn) of the Exit Offer as at 5.00 p.m. (Singapore time) on 10 January 2018 received from: (i) Shareholders (other than Concert Parties) 62,957,585 11.09 (ii) Concert Parties 3 351,339,332 61.91 Shares owned, controlled or agreed to be acquired by the Offeror (including valid acceptances of the Exit Offer) as at 5.00 p.m. (Singapore time) on 10 January 2018 Shares owned, controlled or agreed to be acquired by the Offeror and Concert Parties (including valid acceptances of the Exit Offer) as at 5.00 p.m. (Singapore time) on 10 January 2018 414,296,917 73.00 414,296,917 73.00 4. CLOSING DATE The Exit Offer will remain open for acceptance until 5.30 p.m. on 24 January 2018 or such later date(s) as may be announced from time to time by or on behalf of the Offeror (the "Closing Date"). Accordingly, the Exit Offer will no longer be open for acceptance after the Closing Date and any acceptance received after 5.30 p.m. on the Closing Date will be rejected. 5. PROCEDURES FOR ACCEPTANCE 5.1 Shareholders who have not accepted the Exit Offer Shareholders who wish to accept the Exit Offer but have not done so should (a) complete and sign their FAA or FAT (as the case may be) and all other relevant documents strictly in accordance with the provisions and instructions stated in the Exit Offer Letter and the relevant Acceptance Form(s); and (b) submit the same as soon as possible so as to reach OROCHEM PTE. LTD. c/o The Central Depository (Pte) Limited ("CDP") (in the case of Shareholders who are depositors) or OROCHEM PTE. LTD. c/o Boardroom Corporate & Advisory Services Pte. Ltd. ("Boardroom") (in the case of Shareholders who are not depositors) (as the case may be) at their respective addresses set out below no later than 5.30 p.m. on the Closing Date. The Exit Offer will not be open for acceptance beyond 5.30 p.m. on the Closing Date. 3 Based on the latest information available to the Offeror and to the best of the Offeror's knowledge, valid acceptances of 351,339,332 Offer Shares have been received from the Concert Parties. A table setting out (i) the names of the Concert Parties who have validly accepted the Exit Offer and (ii) the number and percentage of the Offer Shares in respect of which they have validly accepted the Exit Offer is set out in Appendix 1 to this Announcement. 3
Shareholders who are in any doubt as to any of the matters referred to in the Exit Offer Letter and/or the course of action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. Shareholders who have not received or who have misplaced the Exit Offer Letter, the Delisting Circular and/or the relevant Acceptance Form(s) should contact CDP (in the case of Shareholders who are depositors) or Boardroom (in the case of Shareholders who are not depositors) (as the case may be) without delay at the following respective addresses: For Shareholders who are depositors: The Central Depository (Pte) Limited 9 North Buona Vista Drive #01-19/20 The Metropolis Singapore 138588 For Shareholders who are not depositors: Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 Copies of the FAA may be obtained by Shareholders who are depositors from CDP upon production of satisfactory evidence that they are Shareholders. Copies of the FAT may be obtained by Shareholders who are not depositors from Boardroom upon production of satisfactory evidence that they are Shareholders. Electronic copies of the Exit Offer Letter and the Delisting Circular are available on the website of the SGX-ST at www.sgx.com. 5.2 Shareholders who have accepted the Exit Offer Shareholders who have validly accepted the Exit Offer on or prior to 10 January 2018 are not required to take any action in relation to the Exit Offer and can expect to receive payment within seven (7) business days after 10 January 2018 for the Offer Shares which they have tendered in acceptance of the Exit Offer. Shareholders who tender their acceptances of the Exit Offer which are valid and complete in all respects after 10 January 2018 can expect to receive payment within seven (7) business days after the date of receipt of such valid acceptances of the Exit Offer. The detailed procedures for acceptance of and additional information on settlement of the Exit Offer are set out in Appendix I of the Exit Offer Letter. 6. SHAREHOLDERS WHO DO NOT ACCEPT THE EXIT OFFER Shareholders who have decided not to accept the Exit Offer do not have to take any action. Such Shareholders will continue to hold unquoted Shares in the Company after the Company has been delisted from the Official List of the SGX-ST. For Shareholders who are depositors, a share certificate in respect of their Shares that are deposited with CDP will be sent, by ordinary post and at their own risk, to their respective addresses as maintained in the records of CDP. 7. RESPONSIBILITY STATEMENT The directors of the Offeror (the "Offeror Directors") (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to 4
ensure that the facts stated and opinions expressed herein are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Offeror Directors 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 Offeror Directors jointly and severally accept responsibility accordingly. Issued by DBS BANK LTD. For and on behalf of OROCHEM PTE. LTD. 10 January 2018 Any enquiries relating to this Announcement, the Exit Offer or the Offeror should be directed during office hours to: DBS Bank Ltd. Strategic Advisory Tel: (65) 6878 5478 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 current expectations, beliefs, hopes, intentions or strategies of the party making the statements 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 and investors should not place undue reliance on such forward-looking statements, and none of the Offeror, the Offeror Directors and DBS Bank Ltd. undertakes any obligation to update publicly or revise any forward-looking statements. 5
APPENDIX 1 Offer Shares Validly Tendered in Acceptance of the Exit Offer by Concert Parties Based on the latest information available to the Offeror and to the best of the Offeror's knowledge, the following Concert Parties have validly tendered their Offer Shares in acceptance of the Exit Offer. The names of the Concert Parties and the respective number and percentage of Offer Shares in respect of which such Concert Parties have validly tendered in acceptance of the Exit Offer are set out below: Name of Concert Party Number of Offer Shares % (1) Mr. Roger Chia Kim Piow 34,763,916 6.13 Mr. Chia Kim Chua 22,242,400 3.92 Ms. Jenny Wong Oi Moi 6,972,896 1.23 REL Investments Pte Ltd (2) 165,450,632 29.15 Funderburk Asia-Pac Investments I Limited (3) 121,350,888 21.38 Mr. Bernard Toh Howe Meng (4) 100,000 0.02 Ms. Chia Kim Cher (5) 20,000 0.00 Mr. Chia Kim Chiang Paul (6) 65,000 0.01 Ms. Chia Kim Ee Nancy (7) 338,600 0.06 Mr. Chia Kim Hung (8) 35,000 0.01 Notes: (1) The percentage shareholding interest is based on the issued share capital of 567,518,000 Shares (excluding 336,000 Shares held by the Company as treasury shares) as at the date of this Announcement, and rounded to two decimal places. (2) REL Investments Pte Ltd is an investment holding vehicle of which Mr. Roger Chia Kim Piow and Ms. Jenny Wong Oi Moi hold 74.74% and 12.63% of the total number of issued shares respectively, comprising an aggregate of 87.37% of the total number of issued shares. Accordingly, Mr. Roger Chia Kim Piow is a controlling shareholder of REL Investments Pte Ltd. (3) Funderburk Asia-Pac Investments I Limited is a wholly-owned subsidiary of Oman Investment Fund. Accordingly, Oman Investment Fund is a controlling shareholder of Funderburk Asia-Pac Investments I Limited. (4) Bernard Toh Howe Meng is the spouse of Grace Chia Mei Foong, who is the daughter of Mr. Roger Chia Kim Piow. (5) Chia Kim Cher is the sister of Mr. Roger Chia Kim Piow and Mr. Chia Kim Chua. (6) Chia Kim Chiang Paul is the brother of Mr. Roger Chia Kim Piow and Mr. Chia Kim Chua. (7) Chia Kim Ee Nancy is the sister of Mr. Roger Chia Kim Piow and Mr. Chia Kim Chua. (8) Chia Kim Hung is the brother of Mr. Roger Chia Kim Piow and Mr. Chia Kim Chua. 6