Tender/ Acquisition/ Takeover/ Purchase Offer::Mandatory

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

OFFER ANNOUNCEMENT

1. INTRODUCTION

1.1 Acquisition. UOB Kay Hian Private Limited ("UOBKH") wishes to announce, for and on behalf of the Joint Offerors, that the Joint Offerors have on the date of this announcement acquired an aggregate 477,943,013 Shares (as defined below) of Viking Offshore and Marine Limited ("Company") from Blue Ocean Capital Partners Pte. Ltd. ("Blue Ocean") and Mr. Ng Yeau Chong ("Ng") in the following proportions at the purchase consideration of S$0.01 per Share ("Acquisition"):

(a) Mr. Toh Kok Soon ("Toh")		: 75,433,234 Shares from Blue Ocean
(b)	Synergy	Supply Chain	Management	:	16,335,967 Shares from Blue Ocean
	Sdn. Bhd. ("Synergy")
(c) Irelia Management Sdn. Bhd. ("Irelia")	: 100,792,442 Shares from Blue Ocean
(d)	Tristan	Management	Sdn. Bhd.	:	141,418,407 Shares from Blue Ocean
	("Tristan")

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1. Subtleway Management Sdn. Bhd. : 108,117,237 Shares from Blue Ocean

("Subtleway")

and 35,845,726 Shares from Ng

The Shares in the Acquisition represent approximately 87.00% of the total issued Shares (excluding treasury Shares).

Prior to the Acquisition, the Joint Offerors did not own or control any Shares.

1. Mandatory Offer. As a consequence of the Acquisition, the Joint Offerors are therefore obliged to make a mandatory unconditional cash offer ("Offer") for all the issued and paid-up ordinary shares in the capital of the Company ("Shares"), 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").
2. Proposal to Warrantholders. In accordance with Rule 19 of the Code, the Joint Offerors also intend to make a proposal ("Warrants Proposal") to the holders ("Warrantholders") of outstanding warrants ("Warrants") issued by the Company.
   Prior to the Acquisition, the Joint Offerors did not own or control any Warrants.

2. OFFER

2.1 Terms. Subject to the terms and conditions to be set out in the formal offer document, in relation to the Offer, to be issued by UOBKH for and on behalf of the Joint Offerors ("Offer Document"), the Joint Offerors will make the Offer for all the Offer Shares in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and Rule 14 of the Code on the following basis:

Offer Price

The consideration for each Offer Share is:

For each Offer Share: S$0.01 in cash ("Offer Price")

Offer Shares

The Offer, when made, will be extended to all Offer Shares as at the date of this offer announcement ("Offer Announcement Date"). For the avoidance of doubt, the Offer will be also extended to all new Shares unconditionally issued or to be issued pursuant to the valid exercise of any Warrants prior to the close of the Offer. For the purposes of the Offer, the expression "Offer Shares" will include all such Shares.

1. No Encumbrances
   The Offer Shares will be acquired:
2. 1. validly issued and fully paid;
   2. free from all mortgages, assignments, debentures, liens, hypothecation, charges, pledges, adverse claims, rent-charge, title retention, claims, equity, options, encumbrances, pre-emption rights, rights to acquire, security agreement and security interest or other rights of whatever nature; and
   3. together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and hereafter attaching thereto, including all voting rights and the right to receive and retain all dividends, rights, return of capital and/or other distributions ("Distributions") (if any) which may be announced, declared, made or paid thereon by the Company on or after the Offer

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Announcement Date.

If any Distribution is announced, declared, paid or made by the Company on or after the Offer Announcement Date, depending on the settlement date in respect of the Offer Shares tendered in acceptance of the Offer, the Joint Offerors reserve the right to reduce the Offer Price by an amount equivalent to such Distribution.

2.2 Unconditional. The Offer is unconditional in all respects.

3. WARRANTS PROPOSAL

1. Warrants. Based on publicly available information, the Company has 1,949,798 outstanding Warrants as at the Offer Announcement Date, each Warrant carrying the right to subscribe for 1 new Share at the exercise price of S$0.50 for each new Share. Pursuant to the terms and conditions of the Warrants, the exercise period for the Warrants commenced on 4 July 2017 and will end on 3 July 2022.
2. Warrants Proposal. The Offer will be extended, on the same terms and conditions, to all new Shares unconditionally issued pursuant to the valid exercise of any Warrant prior to the close of the Offer. In addition, UOBKH, for and on behalf of the Joint Offerors, will make the Warrants Proposal to pay to Warrantholders a cash amount (determined in accordance with paragraph 3.3 below) ("Warrants Price") to acquire the Warrants on the terms set out in the Warrants Proposal.
3. Warrants Price. In accordance with Note 1 to Rule 19 of the Code, the Warrants Price is calculated on a "see-through" basis. In other words, the Warrants Price for a Warrant will be the amount (if positive) of the Offer Price less the exercise price of that Warrant. If the exercise price of the Warrants is equal to or more than the Offer Price, the Warrants Price for each Warrant will be the nominal amount of S$0.01.
4. Despatch Date. Details of the Warrants Proposal will be set out in a letter to the Warrantholders ("Warrants Proposal Letter") to be electronically despatched to the Warrantholders.

4. FINANCIAL EVALUATION

The Offer Price represents the following DISCOUNT TOthe historical transacted prices of the Shares on the Singapore Exchange Securities Trading Limited ("SGX-ST"):

					Discount to the
			Benchmark Price		Benchmark Price
	Description		(S$)(1)		(%)(2)
	Last transacted price per Share as quoted on	0.076	86.84
	the SGX-ST on 17 November 2021 ("Last
	Trading Date", being the last full day of
	trading in the Shares prior to the Acquisition
	on 18 November 2021)
	Volume-weighted average price ("VWAP")	0.078	87.18
	per Share for the one-month period up to and
	including the Last Trading Date
	VWAP per Share for the three-month period		0.113		91.15
	up to and including the Last Trading Date (3)

Notes:

1. Based on data extracted from Bloomberg L.P. and with the figures rounded to the nearest three (3) decimal places.

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1. 1. Percentage figures have been rounded to the nearest two (2) decimal places.
   2. The trading of the Shares on the SGX-ST was suspended from 14 June 2019 and the trading of the Shares had resumed on 23 August 2021. Accordingly, the date range for the VWAP per Share for the three-month period up to and including the Last Trading Date would be from 23 August 2021 to 17 November 2021.
2. INFORMATION ON JOINT OFFERORS
   Toh is a businessman and details of the other Joint Offerors are set out in the paragraphs below.
   Synergy was incorporated on 17 September 2021 for investment and equity holding purposes and is currently a dormant company. It has an issued and paid-up share capital of RM100.00 divided into 100 ordinary shares, wholly owned by Mr. Ong Swee Sin (a businessman), who is also its sole director.
   Irelia was incorporated on 12 November 2021 as a special purpose vehicle for the Offer and has an issued and paid-up share capital of RM1.00 divided into 1 ordinary share, wholly owned by Mr. Tan Chiau Wei (a businessman), who is also its sole director.
   Tristan was incorporated on 12 November 2021 as a special purpose vehicle for the Offer and has an issued and paid-up share capital of RM1.00 divided into 1 ordinary share, wholly owned by Mr. Ng Boon Chee (a businessman), who is also its sole director.
   Subtleway was incorporated on 12 November 2021 as a special purpose vehicle for the Offer and has an issued and paid-up share capital of RM1.00 divided into 1 ordinary share, wholly owned by Mr. Lim Jun Hao (a businessman), who is also its sole director.
3. INFORMATION ON THE COMPANY
   The Company is a public company limited by shares and was incorporated in Singapore on 4 November 1993. The Shares are listed on the Catalist board of the SGX-ST.
   Based on publicly available information, the Company and its subsidiaries (collectively "Group") offer offshore and marine services to yards, vessels owners and oil majors, and designs, manufactures and installs heating, ventilation, air conditioning and refrigeration systems for offshore oil platforms.
   Based on a search conducted at the Accounting and Corporate Regulatory Authority of Singapore as at the Offer Announcement Date, the Company has an issued and paid-up share capital of S$106,518,144.71, comprising 549,359,674 Shares (excluding 159,230 treasury Shares). Based on publicly available information, the Company has 1,949,798 Warrants in issue and does not have any outstanding instruments convertible into, rights to subscribe for, and options in respect of, securities which carry voting rights, save for the Warrants.
   As at the Offer Announcement Date, the board of directors of the Company comprises the following individuals:

1. Mr. Andy Lim (Chairman and Executive Director);
2. Ng (Chief Executive Officer and Executive Director);
3. Mr. Lee Suan Hiang (Lead Independent Director);
4. Mr. Tan Wee Peng Kelvin (Independent Director); and
5. Ms. Phua Siok Gek Cynthia (Independent Director).

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7. RATIONALE FOR THE OFFER AND THE JOINT OFFERORS' INTENTIONS FOR THE COMPANY

1. Compliance with the Code. The Offer is made solely to comply with the the Code arising from the Acquisition.
2. Intention for the Company. There is currently no intention to (a) introduce any major changes to the existing businesses of the Group, (b) re-deploy the fixed assets of the Group, or (c) discontinue the employment of the employees of the Group, other than in the ordinary course of business. However, the Joint Offerors will, on close of the Offer, review their strategic options in relation to the existing businesses of the Group to release the value of the existing businesses, and consider possible acquisitions, disposals, joint ventures, business partnerships and business model transformation opportunities which are in the interests of the Group. This includes, among others, seeking approval from the shareholders of the Company ("Shareholders") for the Group to diversify its businesses. Pending the outcome of such review and subject thereto, the Joint Offerors may make changes to the operations and businesses of the Group. Accordingly, the Joint Offerors retain the flexibility to explore options or opportunities which may present themselves and to consider any options with respect to making any major changes to the businesses of the Group (including re-deployment of fixed assets of the Group) and with respect to the continued employment of the employees of the Group.

8. LISTING STATUS AND COMPULSORY ACQUISITION

1. Listing Status. Under Rule 1104 of the SGX-ST Listing Manual Section B: Rules of Catalist ("Catalist Rules"), upon the announcement by the Joint Offerors that valid acceptances have been received, pursuant to the Offer, that bring the holdings of the Shares owned by the Joint Offerors and parties acting or deemed to be acting in concert with the Joint Offerors to above 90% of the total number of issued Shares (excluding any treasury Shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until it is satisfied that at least 10% of the total number of issued Shares (excluding treasury Shares) are held by at least 200 Shareholders who are members of the public.
   Under Rule 1303(1) of the Catalist Rules, where the Joint Offerors succeed in garnering acceptances exceeding 90% of the total number of issued Shares (excluding treasury Shares), thus causing the percentage of the total number of issued Shares (excluding treasury Shares) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares at the close of the Offer.
   Shareholders are advised to note that Rule 723 of the Catalist Rules requires the Company to ensure that at least 10% of the total number of issued Shares (excluding treasury Shares) is at all times held by the public. In addition, under Rule 724(1) of the Catalist Rules, if the percentage of the total number of issued Shares (excluding treasury Shares) held in public hands falls below 10%, the Company must, as soon as practicable, notify its sponsor and announce that fact, and the SGX-ST may suspend the trading of all the Shares. Rule 724(2) of the Catalist Rules further states that 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 Shares in public hands to at least 10%, failing which the Company may be delisted from the SGX-ST.
2. Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore ("Companies Act"), if the Joint Offerors receive valid acceptances pursuant to the Offer and/or acquires such number of Offer Shares at the close of the Offer in respect of not less than 90% of the total number of issued Shares (excluding treasury shares and other than those already held by the Joint Offerors, their related corporations or their respective nominees as at the date of the Offer), the Joint Offerors will be entitled to exercise the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer ("Dissenting Shareholders") on the same terms as those offered under the Offer.
   Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act, to require the Joint Offerors to acquire their Shares at the Offer Price in the event that the

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