ANNOUNCEMENT PROPOSED PLACEMENT ( PLACEMENT ) OF 41,000,000 ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT A PLACEMENT PRICE OF S$0.11 FOR EACH ORDINARY SHARE IN THE CAPITAL OF THE COMPANY ( SHARE ) 1. INTRODUCTION 1.1. The Board of Directors of the Company wishes to announce that it has entered into a placement agreement ( Placement Agreement ) with the persons whose names are set out in paragraph 1.3 below (the Investors ) as at the date of this announcement (the Announcement ) for the purposes of raising capital by way of a placement of 41,000,000 Shares (the Placement Shares, and in respect of the Shares placed with each Investor, the Relevant Placement Shares ) at the placement price of S$0.11 per Placement Share (the Placement Price ) subject to the terms and conditions of the Placement Agreement. 1.2. In connection with the Placement, the Company has also as at the date of this Announcement entered into a share lending agreement ( Share Lending Agreement ) with Mr. Su Ming Tong (the Lender ) to facilitate the delivery of the Placement Shares to the Investors whereby the Lender would lend to the Company 41,000,000 Shares ( Loan Shares ), being such number of Shares equivalent to the aggregate number of Placement Shares. 1.3. The details of the Investors in relation to the Placement are set out as follows: INVESTOR NUMBER OF RELEVANT PLACEMENT SHARES RELEVANT PLACEMENT CONSIDERATION (S$) Wong Yew Heng Cyril Marc 7,000,000 770,000 Ang Poon Tiak 5,000,000 550,000 Challenger Portfolio Asset Management Limited 15,000,000 1,650,000 Cheng Ee Lieng 2,000,000 220,000 Soleil Capital Limited 3,000,000 330,000 Kezia Leong Wai Yee 3,000,000 330,000 Toh Eng Chew 3,000,000 330,000 Lim Chuan Lam 3,000,000 330,000 Total Placement Shares: 41,000,000 Total Placement Consideration: 4,510,000 In this Announcement, Relevant Placement Consideration means, in respect of each Investor in aggregate the placement amount as set out against the name of such Investor as set out above. 1.4. The Investors are private investors and are none of the persons listed in Rule 812(1) to (d) of the Listing Manual ( Listing Manual ) of the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Placement will be in compliance with Rule 812 of the Listing Manual. Notes: Rule 812(1) of the Listing Manual states that an issue must not be placed to any of the following persons: The Company s directors and substantial shareholders. Immediate family members of the directors and substantial shareholders. 1
(c) (d) Substantial shareholders, related companies (as defined in Section 6 of the Companies Act (Chapter 50) of Singapore ( Companies Act )), associated companies and sister companies of the Company s substantial shareholders. Corporations in whose shares the Company s directors and substantial shareholders have an aggregate interest of at least 10%. 2. PRINCIPLE TERMS OF THE PLACEMENT 2.1. Conditions Precedent 2.1.1. The Placement and the Placement Completion is subject to the following conditions being fulfilled on or before the Long Stop Date: the receipt by the Company and each Investor of all authorisations, consents, clearances, permissions and approvals as are necessary or required by the Company and each Investor under any and all applicable laws (including any corporate approvals and authorisations of the Company and each Investor) and third parties, for or in respect of the Placement; (c) the transfer of the Placement Shares not being prohibited by any statute, order, rule or regulation promulgated or issued hereafter by any legislative, executive or regulatory body or authority of Singapore; and the representations and warranties of each Party in the Placement Agreement being true, accurate and correct in all material respects as if made on the Completion Date, with reference to the then existing circumstances and the relevant party having performed in all material respects all of its obligations herein to be performed on or before the Completion Date. 2.1.2. If the conditions set forth in paragraph 2.1.1 above are not satisfied on or before the Long Stop Date may otherwise agree to in writing), except for the clauses as set out in the Placement Agreement, all the other clauses the Placement Agreement shall lapse and cease to have effect as between the parties to the Placement Agreement. 2.2. Completion 2.2.1. Subject to the terms and conditions of the Placement Agreement, the Placement Completion shall take place on the Placement Completion Date (or such other date as the parties may agree in writing), upon which the following events shall occur: each Investor shall effect payment in S$ for the Relevant Payment Consideration by way of delivery of a cashier s order drawn in favour of the Company for the Relevant Placement Consideration; and the Company shall, against and subject to compliance by such Investor with the provisions of paragraph 2.2.1 above: (i) (ii) on the Business Day immediately after such receipt, credit or procure to be credited to The Central Depository (Pte) Limited ( CDP ) the Relevant Placement Shares in favour of such Investor; subject to such Investor notifying the Company of such Investor Account at least two (2) Business Days prior to Placement Completion Date, deliver, or procure to be delivered to CDP, a share certificate in the name of CDP for the Relevant Placement Shares together with instruction for CDP to credit such Investor Account with the Relevant Placement Shares. For the purposes of this paragraph: "Business Day" means a day (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Singapore; Investor Account means such account to be set-up by each Investor with the CDP, and notified by each Investor to the Company in writing; 2
Long Stop Date means the date falling three (3) calendar months from the date of the Placement Agreement, or such other date as the parties may otherwise agree to in writing; and Placement Completion Date means the date falling five (5) Business Days after the date of a notice by the Company that the conditions in paragraph 2.1.1 above are fulfilled. 2.3. Share lending arrangement 2.3.1. Pursuant to the Share Lending Agreement, the Lender will lend to the Company 41,000,000 Shares ( Loan Shares ), being such number of Shares equivalent to the Placement Shares, to facilitate the delivery of the Placement Shares to the Investors on completion of the Placement. 2.3.2. The Company would be seeking the approval-in-principle of the SGX-ST to the listing of and quotation for such number of new shares equivalent to the Placement Shares ( SGX Approval ). The Company shall thereafter, if and upon obtaining the SGX Approval, allot and issue such number of new shares equivalent to the Placement Shares ( New Shares ) to the Lender, so that Lender maintains its original number of Shares in the Company prior to the Placement. 2.3.3. In the event that the SGX Approval is not granted by the SGX-ST, the Company shall pay to the Lender the gross placement proceeds arising from the sale of the Loan Shares as full and final settlement of the Loan. 2.3.4. As at the date of this Announcement, the Lender has an aggregate interest (direct and deemed) in 56,379,409 shares, representing approximately 5.72% of the Company s existing issues share capital. 3. RATIONALE OF PLACEMENT 3.1. The Company decided on the Placement after the Investors indicated their interest in acquiring Shares in the Company and that the Company s investments and business appealed to them. 3.2. The Company s rationale for the Placement is: (c) (d) to fund further acquisitions as and when such opportunities may arise; to strengthen its working capital; to provide a testament of the confidence in its business development strategy; and to increase the liquidity of the Shares in the market. 4. THE PLACEMENT SHARES AND NEW SHARES 4.1. Each Placement Share will be sold at a price of S$0.11. As the volume weighted average trading price of the shares on the SGX-ST on 17 June 2013 (being the full market day preceding the date on which the Placement Agreement was signed) is S$0.1178, the Placement Price is a discount of 6.62% to the volume weighted average trading price of the shares on the SGX-ST on 17 June 2013 (being the full market day preceding the date on which the Placement Agreement was signed). 4.2. The Placement Price of S$0.11 for each Placement Share was arrived at after negotiations between the Subscribers and the Company on a willing buyer and willing seller basis. 4.3. The Placement Shares represent approximately 4.2 % of the Company s issued and paidup share capital as at the date of this Announcement and approximately 4.0% of the enlarged issued share capital of the Company after the allotment and issuance of the New Shares. 3
4.4. The New Shares shall be issued free and clear from any mortgage, assignment of receivables, debenture, lien (other than liens arising by operation of law in the ordinary course of business), charge, pledge, title retention, right to acquire, security interest, options, rights of first refusal, pre-emption rights or any other encumbrance. 4.5. The New Shares will be issued pursuant to the general mandate given to the Directors by the shareholders of the Company under Section 161 of the Companies Act at the annual general meeting of the Company held on 29 April 2013. 4.6. There will be no prospectus issued in relation to the Placement and that the Placement Shares will be issued in Singapore pursuant to an exemption invoked under Section 272A of the Securities and Futures Act (Chapter 289) of Singapore. 4.7. The Company will also be making an application to the SGX-ST for the listing of and quotation for the New Shares in due course. 5. NET PROCEEDS AND USE OF PROCEEDS 5.1. Based on the Placement Price, when the Placement Shares are purchased by the Investors, the net proceeds from the Placement to the Company after deducting for placement expense payable is approximately S$ 4.51 million. 5.2. The Company intends to use the net proceeds for the uses as set out in paragraph 3.2 and (d) of this Announcement above. 5.3. Prior to deployment, the net proceeds from the Placement may be deposited with financial institutions, invested in short-term money market instruments or used for any other purposes on a short-term basis, as the Directors may deem fit. 5.4. In the reasonable opinion of the Directors, no minimum amount must be raised pursuant to the Placement. 6. FINANCIAL EFFECTS 6.1. Share Capital As at the date of this announcement, the issued and paid-up capital of the Company is S$91,837,462.8495 divided into 985,650,198 Shares. Assuming the allotment and issue of the New Shares by the Company pursuant to the Placement and the Placement Price of S$0.11, the issued and paid-up share capital of the Company will increase to S$ 96,237,562.8495 divided into 1,026,650,198 Shares. 6.2. Earnings per share Based on the last announced audited financial statements of the Group for the financial year ended 31 December 2012, the earnings per share of the Group after adjusting for the increase number of shares due to issuance of the New Shares will decrease from negative 1.23 cents to negative 1.18 cents. The earnings per share as at 31 December 2012 was calculated based on the weighted average number of ordinary shares on issue of 888,968,278. 6.3. Net asset value per share Based on the last announced audited financial statements of the Group as at the financial year ended 31 December 2012, the consolidated net asset value per share of the Group after adjusting for the increase number of shares due to issuance of the New Shares will decrease from 5.86 cents to 5.63 cents. In addition, based on the last announced audited financial statements of the Group as at the financial year ended 31 December 2012, the consolidated net asset value per share of the Group after adjusting for the increase number of shares due to issuance of the New Shares and the proceeds of the issuance of New Shares will increase from 5.86 cents to 6.07 cents. 4
The net asset value per ordinary share was calculated based on the total number of issued shares excluding treasury shares as at 31 December 2012 of 985,650,198. 7. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS Save as disclosed above, none of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Placement. 8. RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Placement, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. The Company will make further announcements in relation to the Placement as and when appropriate. BY ORDER OF THE BOARD Raymond Ng Executive Chairman 18 June 2013 5