MALACCA TRUST LIMITED BEACON PEAK CAPITAL PTE. LTD. (Company Registration No: 200709443M) (Company Registration No.: 201333184W) (Incorporated in the Republic of Singapore) (Incorporated in the Republic of Singapore) 1. INTRODUCTION JOINT ANNOUNCEMENT EXIT OFFER OF MALACCA TRUST LIMITED 1.1 Malacca Trust Limited (Company) and Beacon Peak Capital Pte. Ltd. (Offeror) wish to announce that the Offeror has presented a formal proposal to the board of directors of the Company (Board) to make an exit offer (Exit Offer) to acquire all the ordinary shares () in the Company, other than those already owned, controlled or agreed to be acquired by the Offeror and the parties acting in concert with it (comprising the shareholdersof the Offeroras set out in paragraph 4.3 below, Star Malacca Pte Ltd, TNS Services Limited, Great Everlasting Pte. Ltd., Richmont Investment Ltd, Ultima Value Investments Pte Ltd, Grow Freedom Incorporated, Asia Base Investment Ltd, Strait Merchants Pte. Ltd., and the ultimate individual shareholders of such companies) (collectively, the Offeror Concert Group) (Offer ). Please refer to paragraph 11.1 below for more information on the Offeror Concert Group. 1.2 In connection with the Exit Offer, the Offeror will also seek the voluntary delisting of the Company (Delisting) from the Catalist board of the Singapore Exchange Securities Trading Limited (SGX-ST). The Delisting is proposed to be made pursuant to Rules 1307 and 1308 of Section B: Rules of Catalist of the listing manual of the SGX-ST (Listing Manual). 1.3 As at the date of this Announcement (Announcement Date),further to the acquisition by the Offeror of 79,058,000 (details of which are set out in paragraph 11.2 below) (Acquisition), the total held, directly or indirectly, by the Offeror Concert Group amount to 341,071,004, representing approximately 98.3% of the total. 1.4 The number of Offer is 5,942,000, representing approximately 1.7% of the total. 2. PUBLIC FLOAT 2.1 Under Rule 723 of the Listing Manual, an issuer must ensure that at least 10.0% of the total number of issued shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public (Public Float Requirement). Under Rule 724 of the Listing Manual, if the percentage of securities held in public hands falls below 10.0%, an issuer must, as soon as practicable, announce that fact, and the SGX-ST may suspend the trading of the class or all the securities of the issuer. 2.2 The Company wishes to announce that as at the Announcement Date, further to the Acquisition and based on the Company's issued share capital of 347,013,004, the percentage of held in public hands has fallen below the Public Float Requirement. Further, the Company does not intend to increase the percentage of securities in public hands to at least 10%. 3. INFORMATION ON THE COMPANY 3.1 The Company was incorporated in Singapore on 29 May 2007. As at the Announcement Date, it has an issued and paid up share capital of $34,135,599, comprising 347,013,004 and a market capitalisation of approximately S$90.2 million. 3.2 The Company and its subsidiaries provide a wide variety of financial services to a diverse customer base including both retail and institutional customers in the Indonesian market. Its business comprises consumer financing, asset management, brokerage, margin financing and corporate finance advisory, as well as general insurance.
3.3 The Company was listed on the Catalist board of the SGX-ST on 26 July 2011. 3.4 As at the Announcement Date, the directors of the Company comprise Irena Istary Iskandar (Chairman and Non-Executive Director), Rudy Johansen (Chief Executive Officer (CEO) and Executive Director), Hasnah Nur Thayib (Independent Director), Ang Peng Koon Patrick (Independent Director) and Ho Lon Gee (Independent Director). 4. INFORMATION ON THE OFFEROR 4.1 The Offeror is incorporated in Singapore and is principally engaged in the activities of an investment holding company and general wholesale trade. 4.2 The present and sole director of the Offeror is Rukmawati Gunadi. 4.3 As at the Announcement Date, the Offeror has an issued and paid up share capital of S$1,000, comprising 1,000 ordinary shares. The shareholders of the Offeror are as follows: Rudy Johansen (1) : 32 shares (3.2%) Grow Freedom Incorporated (2) : 100 shares (10.0%) Ultrarich International Holdings Ltd (3) : 100 shares (10.0%) Malacca Capital Ltd (4) : 768 shares (76.8%) Notes: (1) Rudy Johansen is the Executive Director and CEO of the Company. (2) Grow Freedom Incorporated (Company Registration No.: 1393234) is a company incorporated under the laws of the British Virgin Islands as an investment holding company limited by shares on 20 March 2007. All the shares in the capital of Grow Freedom Incorporated are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Tinawaty Tantrasari Sutanto pursuant to a declaration of trust dated 25 November 2009. Accordingly, Tinawaty Tantrasari Sutanto is deemed interested in the shares held by Grow Freedom Incorporated in the Offeror. Tinawaty Tantrasari Sutanto is the mother of Martono Sutanto, who is currently the president director of PT Batavia Prosperindo Sekuritas (BPS), and one of the co-founders of PT Batavia Prosperindo Internasional (BPI) and BPS, which are the subsidiaries of the Company. (3) UltraRich International Holdings Ltd (Company Registration No.: 1390652) is a company incorporated under the laws of the British Virgin Islands as an investment holding company limited by shares on 8 March 2007. All the shares in the capital of UltraRich International Holdings Ltd are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Lianawati Lesmana pursuant to a declaration of trust dated 25 November 2009. Accordingly, Lianawati Lesmana is deemed interested in the shares held by UltraRich International Holdings Ltd in the Offeror. Lianawati Lesmana is the mother of Ferry Tedjasasmita, who is one of the co-founders of BPI and BPS, which are the subsidiaries of the Company. (4) Under a discretionary trust arrangement, Malacca Capital Ltd is an investment holding company wholly owned by SG Hambros Trust Co. (Channel Island) Ltd, the trustee of the discretionary trust. The beneficiaries of this discretionary trust are Bambang Winarso Panutomo and his children. Bambang Winarso Panutomo is the spouse of the Company's controlling shareholder, Kartini Jusup and her children. 4.4 As at the Announcement Date, the Offeror has an interest in 79,058,000, representing approximately 22.78% of the issued and paid up share capital of the Company. 5. RULES 1307 AND 1308 OF THE LISTING MANUAL 5.1 Under Rule 1307 of the Listing Manual, the SGX-ST may agree to an application by the Company to delist from the SGX-ST if: (a) (b) The Company convenes a general meeting to obtain approval from its shareholders (Shareholders) for the Delisting; The resolution to delist the Company (Delisting Resolution) has been approved by a majority of at least 75% of the Company s total number of issued excluding
treasury shares held by the Shareholders present and voting, on a poll, either in person or by proxy at the meeting (the Company s directors and controlling shareholders need not abstain from voting on the Delisting Resolution); and (c) The Delisting Resolution has not been voted against by 10% or more of the Company s total number of issued excluding treasury shares held by the Shareholders present and voting, either in person or by proxy at the meeting. 5.2 In addition, Rule 1308 of the Listing Manual requires that if the Company is seeking to delist from the SGX-ST, (a) a reasonable exit alternative, which should normally be in cash, should be offered to all Shareholders and holders of any other classes of listed securities to be delisted; and (b) the Company should normally appoint an independent financial adviser to advise on the Exit Offer. 6. WAIVER APPLICATION ON RULE 1307 OF THE LISTING MANUAL 6.1 The Company intends to submit a letter to the SGX-ST (SGX Letter), through the continuing sponsor of the Company, PrimePartners Corporate Finance Pte Ltd (Sponsor), to inform the SGX-ST that the Offeror has made a proposal to the Board to delist the Company s and to that end, the Offeror would be making the Exit Offer. 6.2 In the SGX Letter, the Company will also seek a waiver from the requirements to comply with Rule 1307 of the Listing Manual on the basis that the total held, directly or indirectly, by the Offeror Concert Group, amount to 341,071,004, representing approximately 98.3% of the total as at the Announcement Date. As such, the Offeror Concert Group has sufficient voting majority to satisfy the requirements pursuant to Rules 1307(2) and 1307(3) of the Listing Manual to approve the Delisting Resolution, in the event a general meeting of Shareholders is held pursuant to Rule 1307(1) of the Listing Manual. 6.3 The Company will make the relevant announcement in due course upon receipt of the response from the SGX-ST on this application for waiver. 6.4 In the event the SGX-ST grants the waiver from the requirements to comply with Rule 1307 of the Listing Manual, the Company will not be required to convene a general meeting to seek Shareholders approval for the Delisting. 6.5 The Company and the Offeror wish to jointly announce that the Board has reviewed the Exit Offer, and has resolved that the Company shall be taking steps to issue a letter to Shareholders (Letter to Shareholders) (subject to the SGX-ST granting the waiver set out in paragraph 6.2 above) providing, inter alia, the terms and conditions of the Exit Offer, the advice of the independent financial advisor to be appointed, and further details on the Delisting. The Offeror will be issuing an exit offer letter to holders of the Offer setting out the terms and conditions of the Exit Offer, together with the appropriate forms of acceptance of the Exit Offer (Exit Offer Letter). The Exit Offer Letter and the Letter to Shareholders (collectively, the Exit Offer Documents) will be despatched to Shareholders on the same day. 7. REGULATORY APPROVALS 7.1 An application will be made by the Offeror to the Securities Industries Council (SIC) to seek the SIC s confirmations/rulings that the Exit Offer is exempt from the following provisions of the Singapore Code on Take-overs and Mergers (Code): (a) (b) (c) Rule 20.1 on keeping the Exit Offer open for 14 days after it is revised; Rule 22 on the offer timetable; Rule 28 on acceptances; and
(d) Rule 29 on the right of acceptors to withdraw their acceptances, subject to, inter alia, the Exit Offer being kept open for at least 21 days after the despatch of the Exit Offer Letter. 7.2 Subject to the SGX-ST granting the waiver set out in paragraph 6.2 above, an application will also be made to the SIC to seek the SIC's confirmation that the Exit Offer is exempt from compliance with Rule 24 of the Code on offeree board circulars. 7.3 In addition, confirmation will be sought from the SIC that certain directors of the Company, namely, Rudy Johansen and Irena Istary Iskandar,are exempted from the requirement to make recommendation to Shareholders on the Exit Offer as they face irreconcilable conflicts in doing so being parties acting in concert with the Offeror. Rudy Johansen and Irena Istary Iskandar will still assume responsibility for the accuracy of facts stated in documents which the Company sends to Shareholders in connection with the Exit Offer. 7.4 The Offeror will provide further updates as soon as practicable after receipt of the confirmations/rulings requested from the SIC. 8. EXIT OFFER 8.1 The Exit Offer will be made by the Offeror for all the Offer. 8.2 The Exit Offer will be made on the following basis: For each Exit Offer Share: S$0.30 in cash (Exit Offer Price). The Offeror does not intend to revise the Exit Offer Price. 8.3 Subject to any conditions as may be imposed by the SGX-ST or the SIC, the Exit Offer is unconditional in all respects. 8.4 The Offer are to be acquired (a) fully-paid, (b) free from all charges, liens, pledges and other encumbrances, and (c) together with all rights, benefits and entitlements attached thereto as at the Announcement Date and hereafter attaching thereto (including the right to receive all dividends, rights and other distributions (if any) which may be declared, paid or made thereon by the Company on or after the Announcement Date). 8.5 Subject to regulatory approvals from the SIC, the Exit Offer will be open for acceptance by Shareholders for a period of 21 days after the despatch of the Exit Offer Documents. An announcement will be made on the date of despatch of the Exit Offer Documents, informing Shareholders that the Exit Offer is open for acceptance and the closing date thereof. 8.6 The Company has not issued any other securities other than the. 9. RATIONALE FOR THE EXIT OFFER The Offeror has decided to pursue the Exit Offer for the following reasons: (a) Benefits of the privatisation The Offeror would have more flexibility and would be in a better position to manage the Company and its growth through the Exit Offer, through various means including restructuring, effecting new initiatives and providing financial assistance. (b) Compliance costs of maintaining the Company s listed status In maintaining the Company's listing status, the Company incurs additional compliance and associated costs. The Company will be able to gain cost-savings as
a non-listed entity by dispensing with costs associated with complying with SGX-ST listing requirements and other regulatory requirements as well as human resources that have to be committed for such compliance. The Delisting pursuant to the Exit Offer will eliminate the costs of compliance with the SGX-ST listing rules and regulations, thereby allowing the Company to focus its resources on its business operations. (c) Lack of liquidity The trading liquidity of the on the SGX-ST in the past year has been generally thin. The Exit Offer will provide an exit option for Shareholders who wish to realise their entire investment in the but find it difficult to do so as a result of the low trading liquidity of the. The average daily trading volume of the for the twelve (12)-month, six (6)- month, three (3)-month and one (1)-month periods prior to and including the last trading day of the on the SGX-ST immediately prior to the Announcement Date, i.e. 3 December 2013 (Last Trading Day) are set out as follows: Period prior to and including the Last Trading Day Average daily trading volume (1) Last one (1)-month 4,863 Last three (3)-months 2,190 Last six (6)-months 13,539 Last twelve (12)-months 13,047 Source: Bloomberg L.P. Note: (1) The average daily trading volume is computed based on the total trading volume of the on the SGX-ST for the relevant periods prior to and including the Last Trading Day, divided by the total number of days on which the SGX-ST is open for trading during the relevant periods. 10. OFFEROR S INTENTIONS FOR THE COMPANY 10.1 The Offeror has no current intention of (a) making material changes to the nature of the Company's existing business, (b) re-deploying the Company's fixed assets, or (c) discontinuing the employment of the employees of the Company and its subsidiaries, other than in the ordinary course of business. Nonetheless, the Offeror retains the flexibility at anytime to consider options or opportunities which may present themselves, and which it regards to be in the interests of the Offeror and/or the Company. Following the close of the Exit Offer and the completion of the Delisting, the Company will continue to evaluate various strategic options, including the listing of any of its operating subsidiaries on a stock exchange in the future if market conditions are favourable. The Offeror will also continue its review of the operations, management and financial position of the Company and its subsidiaries. 10.2 Listing Status The total owned, controlled or agreed to be acquired by the Offeror Concert Group is 341,071,004, representing approximately 98.3% of the total as at the Announcement Date. In addition, the Company is no longer in compliance with Rule 723 of
the Listing Manual as less than 10% of the Company s are held in public hands. Pursuant to Rule 724 of the Listing Manual, the SGX-ST may allow the Company a period of three (3) months (or such longer period as the SGX-ST may agree), to raise the percentage of securities in public hands to at least 10%, failing which the Company may be delisted. However, the Company does not intend to increase the percentage of in public hands to at least 10%.In this regard, it is certain that the Company will be delisted from the SGX-ST after the close of the Exit Offer regardless of the Exit Offer s acceptance level. 10.3 Compulsory Acquisition Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (Companies Act), if within four months of the making of the Exit Offer, the Offeror receives acceptances pursuant to the Exit Offer of not less than 90% of the (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Exit Offer), the Offeror will have the right to compulsorily acquire, at the Exit Offer Price, all the of Shareholders who have not accepted the Exit Offer. The Offeror intends to make the Company its wholly-owned subsidiary and has confirmed that it intends to exercise its right of compulsory acquisition in the event that it receives valid acceptances pursuant to the Exit Offer in respect of not less than 90% of the Offer. In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of which, together with held by it, comprise 90% or more of the, Shareholders who have not accepted the Exit Offer have a right to require the Offeror to acquire their at the Exit Offer Price. Shareholders who wish to exercise such a right are advised to seek their own independent legal advice. 11. DISCLOSURES ON SHAREHOLDINGS AND DEALINGS IN THE COMPANY 11.1 Shareholdings of parties of the Offeror Concert Group as at the Announcement Date Save as disclosed below, none of the parties in the Offeror Concert Group, owns or controls any or securities which carry voting rights in the Company or are convertible into or securities which carry voting rights in the Company, or rights to subscribe for, or options in respect of, such or securities. Shareholders Interests in held Direct % of issued Deemed % of issued Offeror 79,058,000 (10) 22.78 - - Star Malacca Pte Ltd 177,972,480 (1) 51.29 - - TNS Services - - 177,972,480 (2) 51.29 Limited Kartini Jusup and - - 177,972,480 (2) 51.29 her children Richmont Investment Ltd 21,335,616 (3) 6.15 - - Irena Istary - - 21,335,616 (3) 6.15 Iskandar Ultima Value 20,623,536 (4) 5.94 - - Investments Pte Ltd Cindy Tan Yen - - 20,623,536 (5) 5.94 Pheng Rudy Johansen - - 20,623,536 (5) 5.94 UltraRich 17,110,494 (6) 4.93 - - International Holdings Ltd Lianawati Lesmana - - 17,110,494 (6) 4.93
Grow Freedom 17,110,494 (7) 4.93 - - Incorporated Tinawaty - - 17,110,494 (7) 4.93 Tantrasari Sutanto Asia Base 4,500,000 (8) 1.30 - - Investment Ltd Vientje Harijanto - - 4,500,000 (8) 1.30 Strait Merchants 3,360,384 (9) 0.97 - - Pte. Ltd. Wellgrow Investment Limited - - 3,360,384 (9) 0.97 Malacca Capital - - 82,418,394 (9)(10) 23.75 Ltd. Bambang Winarso Panutomo and - - 82,418,394 (9)(10) 23.75 his children Notes: (1) 177,972,480 ordinary shares are held through United Overseas Bank Nominees (Private) Limited. (2) Deemed to have interest in 177,972,480 ordinary shares held by Star Malacca Pte Ltd. Under a discretionary trust arrangement, Star Malacca Pte. Ltd. is an investment holding company wholly owned by TNS Services Limited, the administrator of the discretionary trust. SG Trust (Asia) Ltd, is the trustee of this discretionary trust. TNS Services Limited is owned by SG Trust (Asia) Ltd, a professional trust services provider. The beneficiaries of the discretionary trust are Kartini Jusup and her children. (3) All the shares in the capital of Richmont Investment Ltd are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Irena Istary Iskandar pursuant to a declaration of trust dated 3 May 2007. (4) 20,623,536 ordinary shares are held through DBSN Services Pte. Ltd. (5) Ultima Value Investments Pte. Ltd. is wholly owned by Rudy Johansen s spouse, Cindy Tan Yen Pheng. Accordingly, Cindy Tan Yen Pheng is deemed to have interest in 20,623,536 ordinary shares held by Ultima Value Investments Pte Ltd. The Company s Executive Director and CEO, Rudy Johansen, is deemed interested in the shares held directly by Ultima Value Investments Pte. Ltd. (6) All the shares in the capital of UltraRich International Holdings Ltd are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Lianawati Lesmana pursuant to a declaration of trust dated 25 November 2009. Accordingly, Lianawati Lesmana is deemed interested in the held by UltraRich International Holdings Ltd in the Company. Lianawati Lesmana is the mother of Ferry Tedjasasmita, who is one of the co-founders of BPI and BPS, which are the subsidiaries of the Company. (7) All the shares in the capital of Grow Freedom Incorporated are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Tinawaty Tantrasari Sutanto pursuant to a declaration of trust dated 25 November 2009. Accordingly,Tinawaty Tantrasari Sutanto is deemed interested in the held by Grow Freedom Incorporated in the Company. Tinawaty Tantrasari Sutanto is the mother of Martono Sutanto, who is currently the president director of BPS and one of the co-founders of BPI and BPS, which are the subsidiaries of the Company. (8) All the shares in Asia Base Investments Ltd are held by Vientje Harijanto. Accordingly, Vientje Harijanto is deemed interested in the held by Asia Base Investment Ltd. (9) Malacca Capital Ltd holds 76.8% of the shares in Wellgrow Investment Limited, the sole shareholder of Strait Merchants Pte. Ltd.. Under a discretionary trust arrangement, Malacca Capital Ltd is an investment holding company wholly owned by SG Hambros Trust Co. (Channel Island) Ltd, the trustee of the discretionary trust. The beneficiaries of this discretionary trust are Bambang Winarso Panutomo and his children. Bambang Winarso Panutomo is the spouse of othe Company's controlling shareholder, Kartini Jusup and her children. (10) Malacca Capital Ltd holds 76.8% of the shares in the Offeror. Under a discretionary trust arrangement, Malacca Capital Ltd is an investment holding company wholly owned by SG Hambros Trust Co. (Channel Island) Ltd, the trustee of the discretionary trust. The beneficiaries of this discretionary trust are Bambang Winarso Panutomo and his children.
11.2 Dealings Save as disclosed below, none of the parties in the Offeror Concert Group has dealt for value in or securities which carry voting rights in the Company or are convertible into or securities which carry voting rights in the Company, or rights to subscribe for or options in respect of or such securities during the period commencing three (3) months prior to the Announcement Date and ending on the day immediately prior to the Announcement Date. Dealing Party Dealing Date Offeror 18 December 2013 Buy/Sell Highest Volume of Method of Transaction acquisition Price per transacted Share (S$) Buy 0.26 79,058,000 Off-market 12. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 12.1 Directors Interests As at the Announcement Date, save for the directors as set out below, based on the Company s register of directors shareholdings, none of the directors of the Company had interests in or debentures of the Company: Directors Interests in held Direct % of issued Deemed % of issued Rudy Johansen - - 20,623,536 (1) 5.94 Irena Istary - - 21,335,616 (2) 6.15 Iskandar Notes: (1) Deemed to have an interest in 20,623,536 held directly by Ultima Value Investments Pte. Ltd. Ultima Value Investments Pte. Ltd. is wholly owned by Rudy Johansen s spouse, Cindy Tan Yen Pheng. (2) Deemed to have interest in 21,335,616 held by Richmont Investment Ltd. All the shares in the capital of Richmont Investment Ltd are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Irena Istary Iskandar pursuant to a declaration of trust dated 3 May 2007. 12.2 Substantial Shareholders Interests As at the Announcement Date, the interests of the Substantial Shareholders (other than directors of the Company) in the as recorded in the Company s register of substantial shareholders are as follows: Substantial Shareholders of the Company Star Malacca Pte Ltd TNS Services Limited Kartini Jusup and her children Richmont Investment Ltd Ultima Value Investments Pte Ltd Interests in held Direct % of issued Deemed 177,972,480 (1) 51.29 - - - - 177,972,480 (2) 51.29 - - 177,972,480 (2) 51.29 21,335,616 (3) 6.15 - - 20,623,536 (4) 5.94 - - Cindy Tan Yen - - 20,623,536 (5) 5.94 % of issued
Pheng Offeror 79,058,000 (6) 22.78 - - Malacca Capital - - 82,418,394 (6) 23.75 Ltd. Bambang Winarso Panutomo and - - 82,418,394 (6) 23.75 his children Notes: (1) 177,972,480 are held through United Overseas Bank Nominees (Private) Limited. (2) Deemed to have interest in 177,972,480 held by Star Malacca Pte Ltd. Under a discretionary trust arrangement, Star Malacca Pte. Ltd. is an investment holding company wholly owned by TNS Services Limited, the administrator of the discretionary trust. SG Trust (Asia) Ltd, is the trustee of this discretionary trust. TNS Services Limited is owned by SG Trust (Asia) Ltd, a professional trust services provider. The beneficiaries of the discretionary trust are Kartini Jusup and her children. (3) All the shares in the capital of Richmont Investment Ltd are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Irena Istary Iskandar pursuant to a declaration of trust dated 3 May 2007. (4) 20,623,536 are held through DBSN Services Pte. Ltd. (5) Deemed to have interest in 20,623,536 held by Ultima Value Investments Pte Ltd. The Company s Executive Director and CEO, Rudy Johansen, is deemed interested in the held directly by Ultima Value Investments Pte. Ltd. Ultima Value Investments Pte. Ltd. is wholly owned by Rudy Johansen s spouse, Cindy Tan Yen Pheng. (6) Malacca Capital Ltd holds 76.8% of the shares in Wellgrow Investment Limited, the sole shareholder of Strait Merchants Pte. Ltd.. Malacca Capital Ltd also holds 76.8% of the shares in the Offeror. Under a discretionary trust arrangement, Malacca Capital Ltd is an investment holding company wholly owned by SG Hambros Trust Co. (Channel Island) Ltd, the trustee of the discretionary trust. The beneficiaries of this discretionary trust are Bambang Winarso Panutomo and his children. Bambang Winarso Panutomo is the spouse of the Company's controlling shareholder, Kartini Jusup and her children. Malacca Capital Ltd and Bambang Winarso Panutomo and his children are therefore deemed interested in all the held by Strait Merchants Pte. Ltd. and the Offeror. 13. EXIT OFFER DOCUMENTS In connection with the Exit Offer, the Exit Offer Documents will be despatched to Shareholders in due course. No immediate action is required of Shareholders on their part in respect of the ExitOffer. Shareholders will be advised on the procedure for accepting the Exit Offer when the Exit Offer Documents are despatched. In the meantime, Shareholders are advised to exercise caution in their dealings in the and to refrain from taking any action in relation to their which may be prejudicial to their interests. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisors. 14. CONFIRMATION OF FINANCIAL RESOURCES UOB Kay Hian Private Limited, as a financing bank (but not as a financial advisor) to the Offeror, has confirmed that sufficient financial resources are available to the Offeror to satisfy in full all acceptances of the Exit Offer on the basis of the Exit Offer Price. 15. INDEPENDENT FINANCIAL ADVISER (IFA) The Company will appoint an IFA to advise the directors of the Company who are considered independent for the purposes of the Exit Offer (Independent Directors) on the Exit Offer. The Company will make the relevant announcement once the IFA has been appointed. The recommendation of the Independent Directors (including the IFA s detailed advice) will be set out in the Exit Offer Documents which will be despatched to Shareholders in due course.
16. OVERSEAS SHAREHOLDERS 16.1 This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Exit Offer will be made solely by the Exit Offer Letter and the forms of acceptance accompanying the Exit Offer Letter, which will contain the full terms and conditions of the Exit Offer (including details of how the Exit Offer may be accepted). For the avoidance of doubt, the Exit Offer is open to all Shareholders holding Offer, including those to whom the Exit Offer Letter and relevant forms of acceptance may not be sent. 16.2 The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. 16.3 Copies of this Announcement and any formal documentation relating to the Exit Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Exit Offer would violate the law of that jurisdiction (Restricted Jurisdiction) and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. The Exit Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically)of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Exit Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. 16.4 The availability of the Exit Offer to Shareholders whose addresses are outside Singapore, as shown in the register of members of the Company or, as the case may be, in the records of the Central Depository (Pte) Limited (Overseas Shareholders) may be affected by the laws of the relevant overseas jurisdictions in which they are located. Accordingly, Overseas Shareholders should inform themselves of, and observe, any applicable requirements. The Company and the Offeror each reserves the right to notify any matter, including the fact that the Exit Offer has been made, to any or all Overseas Shareholders by announcement to the SGX-ST and if necessary, by paid advertisement in a daily newspaper published and circulated in Singapore, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement. 17. RESPONSIBILITY STATEMENT 17.1 The directors of the Offeror (including any director who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed herein (other than those relating to the Company) 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 in any material respect. The directors of the Offeror jointly and severally accept responsibility accordingly. Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, information relating to the Company and its subsidiaries), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries 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.
17.2 The directors of the Company (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed herein (other than those relating to the Offeror and the Offeror Concert Group) 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 in any material respect. Where any information in this Announcement has been extracted or reproduced from published or publicly available sources (including, without limitation, information relating to the Company and its subsidiaries), the sole responsibility of the directors of the Company has been to ensure through reasonable enquiries 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 directors of the Company jointly and severally accept responsibility accordingly. By order of the Board Malacca Trust Limited By order of the board of directors BEACON PEAK CAPITAL PTE LTD Hasnah Nur Thayib Independent Director Rukmawati Gunadi Director 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 Offeror's current expectations, beliefs, hopes, intentions or strategies 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 neither the Company nor the Offeror undertakes any obligation to update publicly or revise any forward-looking statements. This announcement has been prepared by the Company and its contents have been reviewed by the PrimePartners Corporate Finance 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 examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.