MANDATORY UNCONDITIONAL CASH OFFER

By

UOB KAY HIAN PRIVATE LIMITED

(Company Registration No.: 197000447W)

(Incorporated in Singapore)

for and on behalf of

MR. TOH KOK SOON

SYNERGY SUPPLY CHAIN MANAGEMENT SDN. BHD.

(Company Registration No.: 202101030047 (1430347-H))

(Incorporated in Malaysia)

IRELIA MANAGEMENT SDN. BHD.

(Company Registration No.: 202101037999 (1438299-H))

(Incorporated in Malaysia)

TRISTAN MANAGEMENT SDN. BHD.

(Company Registration No.: 202101037986 (1438286-T))

(Incorporated in Malaysia)

SUBTLEWAY MANAGEMENT SDN. BHD.

(Company Registration No.: 202101037998 (1438298-M))

(Incorporated in Malaysia)

(collectively "Joint Offerors")

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

VIKING OFFSHORE AND MARINE LIMITED

(Company Registration No.: 199307300M)

(Incorporated in Singapore)

excluding treasury shares and those already owned, controlled or agreed to be acquired by the Joint

Offerors

ELECTRONIC DESPATCH OF OFFER DOCUMENT AND WARRANTS PROPOSAL LETTER

  1. INTRODUCTION
    UOB Kay Hian Private Limited ("UOBKH") refers to the announcement released on 18 November 2021 ("Offer Announcement"), for and on behalf of the Joint Offerors, in relation to the mandatory unconditional cash offer ("Offer") to acquire all the issued and paid-up ordinary shares ("Shares") in the capital of Viking Offshore and Marine Limited ("Company"), excluding treasury Shares and those already owned, controlled and agreed to be acquired by the Joint Offerors ("Offer Shares"), in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and Rule 14 of the Singapore Code on Take-overs and Mergers ("Code").
    Unless otherwise defined, capitalised terms in this announcement shall bear the same meaning as set out in the Offer Document (as defined herein).
  2. ELECTRONIC DESPATCH OF THE OFFER DOCUMENT
    As stated in the Offer Announcement, pursuant to the Securities Industry Council's ("SIC") Public Statement on Despatch of Take-Over Documents under the Code issued on 6 May

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2020 and the SIC's Public Statement on the Extension of the Temporary Measures to allow for Electronic Despatch of Take-Over Documents under the Code issued on 29 September 2020, the Joint Offerors have opted to electronically disseminate the formal document dated 6 December 2021 ("Offer Document") containing the terms and conditions of the Offer and enclosing the appropriate Acceptance Forms (as defined herein). An electronic copy of the Offer Document has been published on the website of the Singapore Exchange Securities Trading Limited ("SGX-ST") at https://www.sgx.com.

3. POSTING OF THE NOTIFICATION AND ACCEPTANCE FORMS

In connection with the electronic despatch of the Offer Document, a hardcopy notification containing instructions on how to access the electronic copy of the Offer Document ("Notification") has been posted together with the following documents:

  1. in the case of the Notification sent to a Shareholder whose Offer Shares are deposited with The Central Depository (Pte) Limited ("CDP"), a Form of Acceptance and Authorisation for Offer Shares ("FAA") and a pre-addressed envelope; and
  1. in the case of the Notification sent to a Shareholder whose Offer Shares are not deposited with CDP, a Form of Acceptance and Transfer for Offer Shares ("FAT", and together with the FAA, referred to as the "Acceptance Forms") and a pre-addressed envelope.

Shareholders who do not receive any of the above documents should contact (i) CDP's Customer Service Hotline (if such Shareholder holds Offer Shares deposited with CDP) at +65 6535 7511 during their operating hours or email CDP at asksgx@sgx.com, or (ii) the Registrar, M & C Services Private Limited (if such Shareholder holds Offer Shares not deposited with CDP), at the address 112 Robinson Road #05-01, Singapore 068902 or the telephone number +65 6227 6660. Electronic copies of the Acceptance Forms may also be obtained on the website of the SGX-ST at https://www.sgx.com.

  1. ELECTRONIC DESPATCH OF THE WARRANTS PROPOSAL LETTER
    UOBKH wishes to announce, for and on behalf of the Joint Offerors, that the Joint Offerors have opted to electronically disseminate the letter to Warrantholders dated 6 December 2021 ("Warrants Proposal Letter") containing the terms and conditions of the Warrants Proposal and enclosing the appropriate Warrants Acceptance Forms (as defined herein). An electronic copy of the Warrants Proposal Letter has been published on the website of the SGX-ST at https://www.sgx.com.
  2. POSTING OF THE WARRANTS NOTIFICATION AND WARRANTS ACCEPTANCE FORMS
    In connection with the electronic despatch of the Warrants Proposal Letter, a hardcopy notification containing instructions on how to access the electronic copy of the Warrants Proposal Letter ("Warrants Notification") has been posted together with the following documents:
    1. in the case of the Warrants Notification sent to a Warrantholder whose Warrants are deposited with CDP, a Form of Acceptance and Authorisation for Warrants ("Warrants FAA") and a pre-addressed envelope; and
    2. in the case of the Warrants Notification sent to a Warrantholder whose Warrants are not deposited with CDP, a Form of Acceptance and Transfer for Warrants ("Warrants FAT", and together with the Warrants FAA, referred to as the "Warrants Acceptance Forms") and a pre-addressed envelope.

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Warrantholders who do not receive any of the above documents should contact (i) CDP's Customer Service Hotline (if such Warrantholder holds Warrants deposited with CDP) at +65 6535 7511 during their operating hours or email CDP at asksgx@sgx.com, or (ii) the Warrant Agent, M & C Services Private Limited (if such Warrantholder holds Warrants not deposited with CDP), at the address 112 Robinson Road #05-01, Singapore 068902 or the telephone number +65 6227 6660. Electronic copies of the Warrants FAA and the Warrants FAT may also be obtained on the website of the SGX-ST at https://www.sgx.com.

  1. CLOSING DATE
    Acceptances of the Offer must be received by the close of the Offer at 5.30 p.m. (Singapore time) on 3 January 2022 ("Closing Date"). The Joint Offerors do not intend to extend the Offer beyond the Closing Date or to revise the terms of the Offer.
    Acceptances of the Warrants Proposal must be received by the close of the Warrants Proposal on the Closing Date. The Joint Offerors do not intend to extend the Warrants Proposal beyond the Closing Date or to revise the terms of the Warrants Proposal.
  2. PROCEDURES FOR ACCEPTANCE
    The procedures for acceptance of the Offer are set out in Appendix B to the Offer Document and in the relevant Acceptance Forms. Shareholders who wish to accept the Offer may do so by completing and returning the relevant Acceptance Form(s).
    The procedures for acceptance of the Warrants Proposal are set out in Appendix 1 to the Warrants Proposal Letter and in the relevant Warrants Acceptance Forms. Warrantholders who wish to accept the Warrants Proposal may do so by completing and returning the relevant Warrants Acceptance Form(s).
  3. INDEPENDENT ADVICE
    UOBKH is acting for and on behalf of the Joint Offerors in connection with the Offer and the Warrants Proposal and does not purport to advise the Shareholders, Warrantholders or any other person. In preparing the Offer Document and the Warrants Proposal Letter on behalf of the Joint Offerors, UOBKH has not had regard to the general or specific investment objectives, tax positions, risk profiles, financial situation or particular needs and constraints of any individual Shareholder or Warrantholder.
    The views of the directors of the Company who are considered independent for the purposes of the Offer and the Warrants Proposal and the IFA on the Offer and the Warrants Proposal will be made available by the Company to Shareholders and Warrantholders within 14 days of the despatch of the Offer Document and the Warrants Proposal Letter. Shareholders and Warrantholders should consider their advice before taking any action in relation to the Offer or the Warrants Proposal (as the case may be).
    If any Shareholder or Warrantholder is in any doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.
  4. OVERSEAS SHAREHOLDERS / WARRANTHOLDERS

9.1 Overseas Shareholders. The availability of the Offer to Overseas Shareholders and the ability of the Overseas Shareholders to accept the Offer 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 in the relevant overseas jurisdictions, and exercise caution in relation to the Offer, as the Offer Document

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has not been reviewed by any regulatory authority in any overseas jurisdiction. Where there are potential restrictions on sending the Notification and/or the relevant Acceptance Forms to any overseas jurisdictions, the Joint Offerors, UOBKH, CDP and the Registrar each reserves the right not to send these documents or any part thereof to Overseas Shareholders in such overseas jurisdictions. For the avoidance of doubt, the Offer is open to all Shareholders holding Offer Shares, including those to whom the Notification and/or the relevant Acceptance Forms have not been, or may not be, sent.

It is the responsibility of Overseas Shareholders who wish (a) to request for the Notification and/or the relevant Acceptance Forms; or (b) to accept the Offer, to satisfy themselves as to the full observance of the laws of the relevant overseas jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholders shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Joint Offerors, UOBKH, CDP, the Registrar and any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Shareholders for any such taxes, imposts, duties or other requisite payments as the Joint Offerors, UOBKH, CDP, the Registrar and/or any person acting on their behalf may be required to pay. In (i) requesting for the Notification and the relevant Acceptance Forms; and/or (ii) accepting the Offer, each Overseas Shareholder represents and warrants to the Joint Offerors, UOBKH, CDP and the Registrar that he is in full observance of the laws of the relevant jurisdiction in that connection and that he is in full compliance with all necessary formalities or legal requirements.

Any Overseas Shareholder who is in doubt about his position, including (without limitation) the ability to accept the Offer, should consult his professional adviser in the relevant jurisdiction.

  1. Copies of the Notification and the relevant Acceptance Forms. Subject to compliance with applicable laws, any affected Overseas Shareholder may, nonetheless, obtain a copy of the Notification, the relevant Acceptance Forms and any related documents during normal business hours and up to the Closing Date, from CDP (if he holds Offer Shares deposited with CDP) by contacting CDP's Customer Service Hotline at +65 6535 7511 during their operating hours or emailing CDP atasksgx@sgx.comfor instructions on how to obtain a copy of such documents or the office of the Registrar, M & C Services Private Limited (if he holds Offer Shares not deposited with CDP) at 112 Robinson Road #05-01,Singapore 068902.
    Alternatively, an Overseas Shareholder may, subject to compliance with applicable laws, write to the Joint Offerors at (a) Mr. Toh Kok Soon, Synergy Supply Chain Management Sdn. Bhd., Irelia Management Sdn. Bhd., Tristan Management Sdn. Bhd. and Subtleway Management Sdn. Bhd. c/o The Central Depository (Pte) Limited at Robinson Road Post Office, P.O. Box 1984, Singapore 903934 (if he holds Offer Shares deposited with CDP), or (b) Mr. Toh Kok Soon, Synergy Supply Chain Management Sdn. Bhd., Irelia Management Sdn. Bhd., Tristan Management Sdn. Bhd. and Subtleway Management Sdn. Bhd. c/o M & C Services Private Limited at 112 Robinson Road #05-01, Singapore 068902 (if he holds Offer Shares not deposited with CDP), to request for the Notification, the relevant Acceptance Forms and any related documents to be sent to an address in Singapore by ordinary post at his own risk, up to five (5) Market Days prior to the Closing Date.
    Electronic copies of the Offer Document and the relevant Acceptance Forms are available on the website of the SGX-ST at https://www.sgx.com.
  2. Overseas Warrantholders. The availability of the Warrants Proposal to Warrantholders whose addresses are outside Singapore, as shown on the register of holders of Warrants or, as the case may be, in the records of CDP ("Overseas Warrantholders", and each, an "Overseas Warrantholder") and the ability of the Overseas Warrantholders to accept the Warrants Proposal may be affected by the laws of the relevant overseas jurisdictions in which they are located. Accordingly, Overseas Warrantholders should inform themselves of, and observe, any applicable requirements in their own jurisdictions, and exercise caution in relation to the Warrants Proposal, as the Warrants Proposal Letter has not been reviewed by

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any regulatory authority in any overseas jurisdiction. Where there are potential restrictions on sending the Warrants Notification and/or the relevant Warrants Acceptance Forms to any overseas jurisdictions, the Joint Offerors, UOBKH, CDP and the Warrant Agent each reserves the right not to send these documents or any part thereof to Overseas Warrantholders in any such overseas jurisdictions. For the avoidance of doubt, the Warrants Proposal is made to all Warrantholders, including those to whom the Warrants Notification and/or the relevant Warrants Acceptance Forms have not been, or may not be, sent.

It is the responsibility of Overseas Warrantholders who wish (a) to request for the Warrants Notification and/or the relevant Warrants Acceptance Forms; or (b) to accept the Warrants Proposal, to satisfy themselves as to the full observance of the laws of the relevant jurisdictions in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Warrantholders shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Joint Offerors, UOBKH, CDP, the Warrant Agent and any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Warrantholders for any such taxes, imposts, duties or other requisite payments as the Joint Offerors, UOBKH, CDP, the Warrant Agent and any person acting on their behalf may be required to pay. In (i) requesting for the Warrants Notification and the relevant Warrants Acceptance Forms; and/or (ii) accepting the Warrants Proposal, each Overseas Warrantholder represents and warrants to the Joint Offerors, UOBKH, CDP and the Warrant Agent that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements.

Any Overseas Warrantholder who is in doubt about his position, including (without limitation) the ability to accept the Warrants Proposal, should consult his professional adviser in the relevant jurisdiction.

  1. Copies of the Warrants Notification and the Warrants Acceptance Forms. Subject to compliance with applicable laws, any affected Overseas Warrantholders may, nonetheless, obtain a copy of the Warrants Notification, the relevant Warrants Acceptance Forms and any related documents during normal business hours and up to the Closing Date, from CDP (if he holds Warrants deposited with CDP) by contacting CDP's Customer Service Hotline at +65
    6535 7511 during their operating hours or emailing CDP at asksgx@sgx.comfor instructions on how to obtain a copy of such documents or the office of the Warrant Agent (if he holds Warrants not deposited with CDP) at 112 Robinson Road #05-01, Singapore 068902.
    Alternatively, an Overseas Warrantholder may, subject to compliance with applicable laws, write to the Joint Offerors at (a) Mr. Toh Kok Soon, Synergy Supply Chain Management Sdn. Bhd., Irelia Management Sdn. Bhd., Tristan Management Sdn. Bhd. and Subtleway Management Sdn. Bhd. c/o The Central Depository (Pte) Limited at Robinson Road Post Office, P.O. Box 1984, Singapore 903934 (if he holds Warrants deposited with CDP), or (b) Mr. Toh Kok Soon, Synergy Supply Chain Management Sdn. Bhd., Irelia Management Sdn. Bhd., Tristan Management Sdn. Bhd. and Subtleway Management Sdn. Bhd. c/o M & C Services Private Limited at 112 Robinson Road #05-01, Singapore 068902 (if he holds Warrants not deposited with CDP), to request for the Warrants Notification, the relevant Warrants Aceptance Forms and any related documents to be sent to an address in Singapore by ordinary post, at his own risk, up to five (5) market days prior to the Closing Date.
    Electronic copies of the Warrants Proposal Letter and the relevant Warrants Acceptance Forms are available on the website of the SGX-ST at https://www.sgx.com.
  2. Notice. The Joint Offerors and UOBKH each reserve the right to notify any matter, including the fact that the Offer has been made, to any or all Shareholders (including Overseas Shareholders) by announcement to the SGX-ST and if necessary, paid advertisement in a daily newspaper published or circulated in Singapore, in which case, such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder (including Overseas Shareholder) to receive or see such announcement or advertisement.

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Viking Offshore and Marine Limited published this content on 06 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2021 13:31:14 UTC.