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MarketScreener Homepage  >  Equities  >  SINGAPORE EXCHANGE  >  UMS Holdings Limited    UMSH   SG1J94892465

UMS HOLDINGS LIMITED

(UMSH)
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Asset Acquisitions And Disposals :: Mandatory Conditional Cash Offer - Offer Document

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05/27/2019 | 06:49am EST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS OFFER DOCUMENT, THE RELEVANT ACCEPTANCE FORMS (AS DEFINED HEREIN) AND/OR ANY RELATED DOCUMENTS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR UNAUTHORISED.

OFFER DOCUMENT DATED 27 MAY 2019

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt about the Offer or the Warrants Offer, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

Shareholders (as defined herein) should note that they will receive this Offer Document together with the FAA or the FAT (as defined herein), as the case may be, in respect of the Offer. Warrantholders should note that they will receive this Offer Document together with the Warrants FAA and/or the Warrants FAT in connection with the Warrants Offer.

Hong Leong Finance Limited ("Hong Leong Finance") is acting for and on behalf of UMS Holdings Limited (the "Offeror"), and does not purport to advise the Securityholders (as defined herein) of JEP Holdings Ltd. (the "Company") and/or any other person. In preparing its letter to Securityholders on behalf of the Offeror, Hong Leong Finance has not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraint of any Securityholder.

If you have sold or transferred all your Shares and/or Warrants held through CDP, you need not forward this Offer Document and the accompanying Acceptance Forms to the purchaser or transferee, as CDP will arrange for a separate Offer Document and the relevant Acceptance Forms to be sent to the purchaser or transferee. If you have sold or transferred all your Shares and/or Warrants not held through CDP, you should immediately hand this Offer Document and the accompanying Acceptance Forms to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted to any jurisdiction outside of Singapore.

The views of the directors of the Company who are considered independent for the purposes of the Offer and the Warrants Offer and their Independent Financial Adviser on the Offer and the Warrants Offer will be made available to you in due course. You may wish to consider their views before taking any action in relation to the Offer and the Warrants Offer.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offer Document.

MANDATORY CONDITIONAL CASH OFFER

by

HONG LEONG FINANCE LIMITED

(Company Registration No.: 196100003D)

(Incorporated in the Republic of Singapore)

for and on behalf of

UMS HOLDINGS LIMITED

(Company Registration No.: 200100340R)

(Incorporated in the Republic of Singapore)

to acquire all the issued and paid-up ordinary shares in the capital of

JEP HOLDINGS LTD.

(Company Registration No.: 199401749E)

(Incorporated in the Republic of Singapore)

other than those already owned, controlled or agreed to be acquired by the Offeror and its Concert Group

ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AND THE WARRANTS OFFER AT 5.30 P.M. (SINGAPORE TIME) ON 24 JUNE 2019, OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR.

The procedures for acceptance of the Offer and the Warrants Offer are set out in Appendix 2 and Appendix 3 respectively and in the accompanying FAA, FAT, Warrants FAA and/or Warrants FAT, as the case may be.

TABLE OF CONTENTS

Page

DEFINITIONS ....................................................................................................................................

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS....................................

8

LETTER TO SECURITYHOLDERS ..................................................................................................

9

1.

INTRODUCTION ......................................................................................................................

9

2.

TERMS OF THE OFFER ........................................................................................................

9

3.

TERMS OF THE WARRANTS OFFER ....................................................................................

10

4.

WARRANTY FOR OFFER FOR SECURITIES........................................................................

11

5.

DURATION OF THE OFFER AND THE WARRANTS OFFER ................................................

11

6.

DETAILS OF THE OFFER FOR SECURITIES ........................................................................

12

7.

PROCEDURES FOR ACCEPTANCE ......................................................................................

13

8.

INFORMATION ON THE OFFEROR........................................................................................

13

9.

INFORMATION ON THE COMPANY ......................................................................................

13

10. RATIONALE FOR THE OFFER FOR SECURITIES AND OFFEROR'S INTENTION FOR

THE COMPANY........................................................................................................................

14

11.

LISTING STATUS AND COMPULSORY ACQUISITION..........................................................

14

12.

FINANCIAL ASPECTS OF THE OFFER ................................................................................

15

13.

DISCLOSURES........................................................................................................................

15

14.

CONFIRMATION OF FINANCIAL RESOURCES ....................................................................

16

15.

OVERSEAS SECURITYHOLDERS ........................................................................................

16

16.

INFORMATION RELATING TO CPFIS INVESTORS AND SRS INVESTORS ........................

17

17.

GENERAL ................................................................................................................................

17

18.

RESPONSIBILITY STATEMENT ..............................................................................................

18

APPENDIX 1 - DETAILS OF THE OFFER FOR SECURITIES ........................................................

19

APPENDIX 2 - PROCEDURES FOR ACCEPTANCE OF THE OFFER ..........................................

21

APPENDIX 3 - PROCEDURES FOR ACCEPTANCE OF THE WARRANTS OFFER......................

27

APPENDIX 4

- ADDITIONAL INFORMATION ON THE OFFEROR ................................................

33

APPENDIX 5

- ADDITIONAL INFORMATION ON THE COMPANY ................................................

36

APPENDIX 6

- HOLDINGS AND DEALINGS ..................................................................................

37

APPENDIX 7

- GENERAL INFORMATION ......................................................................................

39

2

DEFINITIONS

Except where the context other requires, the following definitions shall apply throughout this Offer Document and the Acceptance Forms:

"Acceptance Forms"

: The FAA, the FAT, the Warrants FAA and the Warrants FAT

"Accepting Securityholder"

: A Securityholder who validly accepts the Offer and/or the

Warrants Offer, as the case may be

"Acquisition"

: Shall have the meaning ascribed to it in Section 1.1

"Business Day"

: A day (other than a Saturday, a Sunday or a gazetted public

holiday) on which commercial banks are open for business in

Singapore

"Catalist Rules"

: The SGX-ST Listing Manual Section B: Rules of Catalist

"CDP"

: The Central Depository (Pte) Limited

"Closing Date"

: 5.30 p.m. (Singapore time) on 24 June 2019, or such later

date(s) as may be announced from time to time by or on behalf

of the Offeror, such date being the last day for the lodgement of

acceptances of the Offer and the Warrants Offer

"Code"

: The Singapore Code on Take-overs and Mergers

"Companies Act"

: Companies Act, Chapter 50 of Singapore

"Company"

:

JEP Holdings Ltd.

"Company Securities"

: (a) Shares; (b) securities which carry voting rights in the

Company; and (c) convertible securities, warrants, options or

derivatives in respect of any Shares or securities which carry

voting rights in the Company, including the Warrants

"Concert Group"

: Parties acting or deemed to be acting in concert with the Offeror

"CPF"

:

Central Provident Fund

"CPF Agent Banks"

: Agent banks included under the CPFIS

"CPFIS"

: Central Provident Fund Investment Scheme

"CPFIS Investors"

: Investors who have purchased Shares using their CPF

contributions pursuant to the CPFIS

"Date of Receipt"

: The date of receipt of the relevant Acceptance Form by CDP or

the Registrar, as the case may be

"Despatch Date"

: 27 May 2019, being the date of despatch of this Offer Document

"Dissenting Shareholders"

: Shall have the meaning ascribed to it in Section 11.2

"Distribution"

: Shall have the meaning ascribed to it in Section 2.3(c)

"Electronic Acceptance"

: The SGX-SFG service provided by CDP as listed in Schedule 3

of the Terms and Conditions for User Services, which can be

accessed at www.sgx.com

3

DEFINITIONS

"Ellipsiz"

:

Ellipsiz Ltd

"Encumbrances"

:

Shall have the meaning ascribed to it in Section 2.3(b)

"FAA"

:

Form of Acceptance and Authorisation for Offer Shares in

respect of the Offer which forms part of this Offer Document and

which is issued to Shareholders whose Shares are deposited

with CDP

"FAT"

:

Form of Acceptance and Transfer for Offer Shares in respect of

the Offer which forms part of this Offer Document and which is

issued to Shareholders whose Shares are not deposited with

CDP

"Free Float Requirement"

:

Shall have the meaning ascribed to it in Section 11.1

"Group"

:

Shall have the meaning ascribed to it in Section 9.1

"Hong Leong Finance"

:

Hong Leong Finance Limited

"Independent Financial Adviser"

:

Independent financial adviser to the directors of the Company

who are considered independent for the purposes of the Offer

and the Warrants Offer

"Last Trading Day"

:

10 May 2019, being the last full day of trading in the Shares on

the SGX-ST prior to the Offer Announcement Date

"Latest Practicable Date"

:

21 May 2019, being the latest practicable date prior to the

printing of this Offer Document

"Listing Manual"

:

The Listing Manual of the SGX-ST

"Market Day"

:

A day on which the SGX-ST is open for trading in securities

"Maximum potential share

:

Shall have the meaning ascribed to it in Section 2.4

capital of the Company"

"Minimum Acceptance Condition" :

Shall have the meaning ascribed to it in Section 2.4

"Offer"

:

The mandatory conditional cash offer made by Hong Leong

Finance, for and on behalf of the Offeror, on the Offer

Announcement Date, to the Shareholders to acquire all Shares

of the Company, other than those already owned, controlled or

agreed to be acquired by the Offeror and its Concert Group

"Offer Announcement"

:

The formal offer announcement made by Hong Leong Finance

on the Offer Announcement Date, for and on behalf of the

Offeror, of its firm intention to undertake the Offer and the

Warrants Offer

"Offer Announcement Date"

:

13 May 2019, being the date of the Offer Announcement

"Offer Document"

:

This document dated 27 May 2019, including the Acceptance

Forms, and any supplemental documents as may be issued by

or on behalf of the Offeror from time to time

"Offer for Securities"

:

The Offer and the Warrants Offer

4

DEFINITIONS

"Offer Period"

: The period commencing from the Offer Announcement Date and

expiring on the Closing Date

"Offer Price"

: S$0.150 in cash for each Offer Share

"Offer Shares"

: (a) Shares

in the capital

of the Company, other than those

already owned, controlled or agreed to be acquired by the

Offeror and its Concert Group; and (b) all new Shares

unconditionally issued or to be issued pursuant to the valid

exercise of any Warrants prior to the final Closing Date of the

Offer

"Offeror"

:

UMS Holdings Limited

"Overseas Securityholders"

: Shareholders and/or Warrantholders whose addresses as shown

in the Register, the Register of Warrantholders of the Company

or in the records of CDP, as the case may be, are outside

Singapore

"Reference Period"

: The period commencing on 13 November 2018, being the date

falling six (6) months prior to the Offer Announcement Date, and

ending on the Latest Practicable Date

"Register"

: The register of holders of Shares as maintained by the Registrar

"Register of Warrantholders"

: The register of holders of Warrants as maintained by the Warrant

Agent

"Registrar"

: Boardroom Corporate & Advisory Services Pte Ltd of 50 Raffles

Place, #32-01, Singapore Land Tower, Singapore 048623

"Relevant Day"

: Shall have

the

meaning

ascribed

to

it

in

Paragraph 3.1 of

Appendix 1

"Relevant Entities"

: Shall have

the

meaning

ascribed

to

it

in

Paragraph 3.9 of

Appendix 2

"Rule 22.6 Period"

: Shall have the meaning ascribed to it in Section 5.3

"S$" and "cents"

: Singapore dollars and Singapore cents, respectively

"Sale Shares"

: Shall have the meaning ascribed to it in Section 1.1

"Securities Account"

: A securities account maintained by a Depositor with CDP but

does not include a securities sub-account

"Securityholders"

:

Shareholders and Warrantholders

"Settled Shares"

: Shall have

the

meaning

ascribed

to

it

in

Paragraph 1.1 of

Appendix 2

"Settled Warrants"

: Shall have

the

meaning

ascribed

to

it

in

Paragraph 1.1 of

Appendix 3

"SFA"

: Securities and Futures Act, Chapter 289 of Singapore

"SGX-SFG"

: SGX Secure File Gateway

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

UMS Holdings Limited published this content on 27 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 May 2019 10:48:04 UTC

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