SM SUMMIT HOLDINGS LIMITED (Company Registration No. 198401088W) (Incorporated in the Republic of Singapore) TERM SHEETS IN RESPECT OF THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF CENTURION DORMITORY (WESTLITE) PTE. LTD., 45% INTEREST IN LIAN BENG- CENTURION (MANDAI) PTE LTD AND 75% OF THE ISSUED SHARE CAPITAL OF JYC-NCL PTE LTD. 1. INTRODUCTION The board of directors ("Directors") of the SM Summit Holdings Limited ("Company"), wishes to announce that the Company has on 13 January 2011 entered into the following term sheets: a term sheet (the "Westlite Term Sheet") with Centurion Properties Pte Ltd ("Centurion") and Mr Teo Peng Kwang ( TPK ) (collectively, the "Westlite Vendors"), in relation to the acquisition by the Company of: (i) (ii) all the issued and paid-up shares (the "Westlite Shares") in Centurion Dormitory (Westlite) Pte. Ltd. ("Westlite") from the Westlite Vendors (the "Westlite Acquisition"); and the 45% interest in Lian Beng-Centurion (Mandai) Pte Ltd ("JVCo") held by Centurion (the "JVCo Acquisition"); and a term sheet (the "JYC-NCL Term Sheet") with Jian Yu Construction Pte Ltd ("Jian Yu") and NCL Housing Pte Ltd ("NCL") (collectively, the "JYC-NCL Vendors"), in relation to the acquisition by the Company of 75% of the issued and paid-up shares (the "JYC-NCL Shares") in JYC-NCL Pte Ltd ("JYC-NCL") (the "JYC-NCL Acquisition") from the JYC-NCL Vendors. (The Westlite Acquisition, the JVCo Acquisition and the JYC-NCL Acquisition are collectively referred to as the "Proposed Transactions".) 2. INFORMATION ON WESTLITE, JVCO AND JYC-NCL 2.1 Westlite is a private company limited by shares incorporated in Singapore which carries on the business as owner-operator of the Westlite Dormitory located at 18 Toh Guan Road East (the "Westlite Dormitory"). The Westlite Dormitory is a workers dormitory complex consisting of eight blocks of dormitories, an amenity block, as well as other recreational facilities, and can house approximately 5,300 workers. All the Westlite Shares are held by Centurion and TPK in the proportion of 88% and 12% respectively. Centurion is an investment holding company involved in the business of real estate development and investment. 2.2 JVCo is a private company limited by shares incorporated in Singapore on 4 January 2011 which is owned by Centurion and Lian Beng Group Ltd ("Lian Beng") in the proportion of 45% and 55% respectively. JVCo has exercised an option to purchase a piece of freehold industrial land in Mandai ("Mandai Land"), of approximately 18,700 square metres in size, at S$67 million. Subject to all necessary approvals from the relevant authorities, JVCo intends to develop and operate dormitories on all or part of the land. 1
The acquisition costs of the piece of land, all applicable taxes (including goods and services tax and stamp duty), related expenses and operational expenses will be funded by equity financing contributed by the shareholders of JVCo, shareholders loans and external bank borrowings. Apart from the option to purchase the Mandai Land, JVCo does not have any other significant business or assets. 2.3 JYC-NCL is a private company limited by shares incorporated in Singapore. JYC-NCL is primarily involved in the management and operation of temporary workers'accommodation. The principal temporary workers dormitories that JYC-NCL manages and operates are as follows: SCAL Dormitory, located at Soon Lee Road, which can house approximately 3,000 workers; Greenfield Dormitory, located at Soon Lee Road, which can house approximately 3,000 workers; and Farmway Dormitory, located at Seletar West Farmway 6, which can house approximately 3,000 workers. In addition, JYC-NCL also manages the SCAL Recreation Centre at Soon Lee Road, and provides workers accommodation related services to its customers which include customers on Singapore s Jurong Island. 3. SUMMARY OF KEY TERMS The salient terms of the Proposed Transactions are as follows: 3.1 The Westlite Acquisition and the JVCo Acquisition Purchase Consideration The Westlite Acquisition: The purchase consideration for the Westlite Shares (the "Westlite Consideration") shall be determined based on the revalued net asset value ("RNAV") of Westlite as at 31 December 2010, and the RNAV shall be determined on the basis of a revaluation of the Westlite Dormitory to be supported by an independent valuation at not less than S$120 million. The Westlite Consideration was arrived at on a willing-buyer willing-seller basis and shall be fully satisfied by the issue to the Westlite Vendors of such number of new ordinary shares in the capital of the Company at an issue price of S$0.10 per share, credited as fully paid up (the "Westlite Consideration Shares"). Based on the management accounts for the financial year ended 31 December 2010 of Westlite and based on the assumption that the Westlite Dormitory is revalued at not less than S$120 million, the estimated RNAV of Westlite as at 31 December 2010 would be approximately S$85 million. Based on the foregoing, the Westlite Acquisition is likely to be a very substantial acquisition as defined in Chapter 10 of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual (the Listing Manual ) which will require approval of shareholders and the SGX-ST. 2
The JVCo Acquisition: The purchase consideration for all the shares in the JVCo held by Centurion (the "JVCo Shares"), representing a 45% interest in JVCo, shall be S$10 million (the "JVCo Consideration"). The JVCo Consideration is determined based on the amount of equity financing and shareholders'loan contributed by Centurion to JVCo as at the date of completion of the JVCo Acquisition, and is subject to the condition that such contribution by Centurion shall not be less than S$10 million as at such date of completion. The JVCo Consideration of S$10 million shall be satisfied by an issue of 100 million new shares in the capital of the Company at S$0.10 each, credited as fully paid up to Centurion. If the total amount of equity financing and shareholders'loan contributed by Centurion to JVCo exceeds S$10 million, the Company shall pay Centurion such excess amount in cash as repayment of the shareholders'loan. Conditions Precedent Completion of the Westlite Acquisition is conditional upon completion of the JYC-NCL Acquisition but is not conditional upon completion of the JVCo Acquisition. Accordingly, the Westlite Acquisition and the JYC-NCL Acquisition are to be concurrent and inter-conditional. The JVCo Acquisition is conditional upon completion of the Westlite Acquisition and the JYC-NCL Acquisition. The Westlite Acquisition and the JVCo Acquisition will also be subject to other customary conditions precedent, including the following: (e) (f) completion of business, financial and legal due diligence by the Company on Westlite and JVCo; approval for the proposed transactions (if required) having been granted by the SGX-ST; in-principle approval for the listing and quotation of the Westlite Consideration Shares and JVCo Consideration Shares having been granted by the SGX-ST; the Securities Industry Council (the SIC ) having granted to the Westlite Vendors and their concert parties a waiver (the "Whitewash Waiver") from their obligation to make a mandatory offer for the shares of the Company not already owned by them, under Rule 14 of the Singapore Code on Takeovers and Mergers arising from the issue of the Westlite Consideration Shares and/or the JVCo Consideration Shares (as defined below); the shareholders of the Company having approved the proposed transactions and the issue of the Westlite Consideration Shares and the JVCo Consideration Shares at an extraordinary general meeting to be convened; the shareholders of the Company who are independent of the Westlite Vendors having approved the resolution to waive their rights to receive a mandatory take-over offer from the Westlite Vendors and their concert parties (the "Whitewash Resolution"); and 3
(g) in respect of the JVCo Acquisition only, JVCo obtaining all necessary approvals and permits required for the land to be used for the development and operation of the workers dormitories with a capacity of at least 4,000 beds, on or before 30 September 2011 (for the avoidance of doubt, the approvals and permits to be obtained shall only relate to the permitted use of all or part of the land as workers dormitories, and shall not include planning, construction, and other approvals and permits relating to the building and construction of the workers dormitories). Other key terms The Westlite Shares and the JVCo Shares will be acquired with all rights and benefits accruing thereto with effect from the date of completion of the Westlite Acquisition and the JVCo Acquisition, respectively. The Westlite Vendors will provide usual representations, warranties and undertakings, including representations, warranties and undertakings as to the title of the Westlite Shares and the business, operations, financials and assets of Westlite, on a joint and several basis. Centurion will provide usual representations, warranties and undertakings, including representations, warranties and undertakings as to the title of the JVCo Shares and the business, operations, financials and assets of JVCo. The Westlite Vendors shall provide a warranty that the proforma net profits after tax of Westlite for the 12-month financial period ending 31 December 2011 and the 12-month financial period ending 31 December 2012 (the "Westlite NPAT") shall be at least S$10.2 million in total. In determining the Westlite NPAT, adjustments will be made to exclude the net profits after tax attributable to operations of new dormitories contracted for after 31 December 2010, if any, as well as any expenses of Westlite incurred pursuant to the requirements of the Company which are not related to the ordinary course of business of Westlite. Such profit warranty is being given based on the assumption that there shall be no change to the corporate tax rate prevailing as of the date of the definitive sale and purchase agreement relating to the Westlite Acquisition. The retained earnings of Westlite from 1 January 2011 up to the date of completion of the Westlite Acquisition shall be for the account of the Westlite Vendors. 3.2 The JYC-NCL Acquisition Purchase Consideration The JYC-NCL Shares representing 75% interest in JYC-NCL comprise 490,000 shares in JYC-NCL to be sold by NCL (comprising all the shares held by NCL in JYC-NCL) (the "NCL Sale Shares") and 260,000 shares in JYC-NCL to be sold by JYC (comprising a portion of the shares held by JYC in JYC-NCL) (the "JYC Sale Shares"). JYC will hold the remaining 25% interest in JYC-NCL following completion of the JYC-NCL Acquisition. The aggregate purchase consideration for the JYC-NCL Shares shall be S$39.0 million (the "JYC-NCL Consideration"). The Company shall make payment of the JYC-NCL Consideration by an issue of 124,800,000 new shares at an issue price of S$0.10 each (the "JYC-NCL Consideration Shares") and by cash payment for the balance S$26.52 million, of which: payment for the NCL Sale Shares of S$25.48 million shall be satisfied by the issue of 62,400,000 JYC-NCL Consideration Shares (amounting to S$6.24 million in total) to Mr Choo Kim Hiong as directed by NCL and payment in cash of the balance S$19.24 million to NCL; and 4
payment for the JYC Sale Shares of S$13.52 million shall be satisfied by the issue of 62,400,000 JYC-NCL Consideration Shares (amounting to S$6.24 million in total) to Mr Yang Tse Pin as directed by JYC and payment in cash of the balance S$7.28 million to JYC. Based on the foregoing, the JYC-NCL Acquisition is likely to be a major acquisition as defined in Chapter 10 of the Listing Manual which will require shareholders'approval. Conditions Precedent Completion of the JYC-NCL Acquisition is conditional upon completion of the Westlite Acquisition but is not conditional upon completion of the JVCo Acquisition. Accordingly, the Westlite Acquisition and the JYC-NCL Acquisition are to be concurrent and inter-conditional. The JYC-NCL Acquisition will also be subject to other customary conditions precedent, including the following: completion of business, financial and legal due diligence by the Company on JYC-NCL; approval for the proposed transactions (if required) and in-principle approval for the listing and quotation of the JYC-NCL Consideration Shares having been granted by the SGX-ST; the shareholders of the Company having approved the JYC-NCL Acquisition and the issue of the JYC-NCL Consideration Shares at an extraordinary general meeting to be convened; and each of Yang Tse Pin and Choo Kim Hiong entering into separate service agreements with the Company and/or a group company of the Company (which will include JYC-NCL), each for a term of 2 years and may be extended for a further 2 year term at the option of the Company. Other key terms The JYC-NCL Shares will be acquired with all rights and benefits accruing thereto with effect from 1 January 2011. The JYC-NCL Vendors and their respective shareholders (the "Covenantors") will provide usual representations, warranties and undertakings, including representations, warranties and undertakings as to the title of the JYC-NCL Shares and the business, operations, financials and assets of JYC-NCL, on a joint and several basis. The Covenantors shall provide a warranty that the proforma net profits after tax of JYC-NCL for the 12-month financial period ending 31 December 2011 and the 12-month financial period ending 31 December 2012 (the "JYC-NCL NPAT") shall be at least S$27.0 million in total. In determining the JYC-NCL NPAT, adjustments will be made to exclude the net profits after tax attributable to operations of new dormitories contracted for after 31 December 2010, if any, as well as any expenses of JYC-NCL incurred pursuant to the requirements of the Company which are not related to the ordinary course of business of JYC-NCL. Such profit warranty is being given based on the assumption that there shall be no change to the corporate tax rate prevailing as of the date of the definitive sale and purchase agreement relating to the JYC-NCL Acquisition. The Covenantors will be subject to certain non-competition undertakings and will also grant to the Company a right of first refusal over business opportunities in relation to the business of managing and operating workers'dormitory accommodation and any business incidental thereto. 5
4. RATIONALE FOR THE PROPOSED TRANSACTIONS The Directors of the Company is of the view that it is in the best interests of the Company to undertake the Proposed Transactions for the following reasons: (e) The Company believes that the Proposed Transactions would present an opportunity for the Company to diversify from its current business of manufacturing compact discs, digital versatile discs, data storage and related products/services and create a new revenue stream for the Company. The Company has been loss-making for the past two financial years. The business environment in manufacturing compact discs and digital versatile discs remains to be difficult as the demand for optical disc products remains weak and is faced with high raw material cost. The Proposed Transactions will allow the Company to venture into the workers'accommodation sector, and allow it to acquire profitable businesses (in particular the Westlite Acquisition and the JYC-NCL Acquisition) with healthy operating cashflows which should improve its prospects with a view to exploring further opportunities in this sector in the future. The Westlite Acquisition and the JYC-NCL Acquisition are to be completed concurrently and are inter-conditional. The main reason for this inter-conditionality is that each of Westlite and JYC- NCL have similar businesses and on a combined basis, will own and/or manage workers' dormitories that can house more than 14,000 workers. As a result, the Directors believe that, the Westlite Acquisition and the JYC-NCL Acquisition together, will provide the Company with the platform, synergy and scale it needs to enter the workers'accommodation business in a meaningful way. The JVCo Acquisition, which is offered to the Company effectively at cost, also provides the Company with an attractive opportunity for further expansion of the dormitory business. The Proposed Transactions are likely to increase the market capitalisation of the Company significantly and these factors will help raise the profile of the Company and generate more investor interest in the Company. 5. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Centurion is 100% owned by Messrs David Loh Kim Kang and Han Seng Juan collectively through Centurion Global Ltd. Messrs David Loh Kim Kang and Han Seng Juan are also controlling shareholders of the Company ("Controlling Shareholders") and their direct and deemed interests in the Company constitute approximately 32.1% of the current issued and outstanding shares in the Company. As Centurion is 100% owned by the Controlling Shareholders, the Westlite Acquisition and the JVCo Acquisition will constitute interested person transactions as defined under Chapter 9 of the Listing Manual. In addition, the issue of the Westlite Consideration Shares and the JVCo Consideration Shares to Centurion will result in an increase in the Controlling Shareholders direct and deemed interest in the Company which would oblige them to make a mandatory take-over offer for the shares in the Company. Hence it is a condition precedent to the completion of Westlite Acquisition and the JVCo Acquisition that a Whitewash Waiver be sought from the SIC and that the Whitewash Resolution be passed by shareholders of the Company who are independent of the Westlite Vendors. Tang Kay Hwa and Mak Bang Mui, are Directors appointed by the Controlling Shareholders to the Company s board of directors. They hold certain executive positions within the Centurion group of companies. Accordingly, Tang Kay Hwa and Mak Bang Mui will abstain from making any recommendation and voting on resolutions in respect of the Westlite Acquisition and the JVCo Acquisition. 6
Save as disclosed above, none of the Directors or controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Transactions. 6. GENERAL The Proposed Transactions are subject to, inter alia, (i) the execution of definitive agreements ("Definitive Agreements") between the relevant parties, including a share purchase agreement for the Westlite Shares, a share purchase agreement for the JVCo Shares and a share purchase agreement for the JYC-NCL Shares; (ii) completion of due diligence by the Company on Westlite, JVCo and JYC-NCL; and (iii) the Company obtaining the necessary approvals from shareholders and regulatory bodies including the SGX-ST and the SIC. 7. FURTHER ANNOUNCEMENTS The Company will make an announcement disclosing the full details of the Proposed Transactions, as required by Chapters 9 and 10 of the Listing Manual, upon execution of the Definitive Agreements. The Company will also provide updates on the Proposed Transactions as and when there are further developments in connection with the Proposed Transactions. 8. CAUTION TO SHAREHOLDERS Shareholders are advised to exercise caution in trading their shares in the Company. There is no certainty or assurance as at the date of this announcement that the Definitive Agreements will be entered into or that the Proposed Transactions will be proceeded with. The Company will make the necessary announcements to update shareholders on developments. Shareholders are advised to read this announcement and any further announcements by the Company. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take. BY ORDER OF THE BOARD OF SM SUMMIT HOLDINGS LIMITED Kong Chee Min Executive Director 13 January 2011 7