FORM OF DISCLOSURE PURSUANT TO NOTE 2 ON SECTION 2 OF
APPENDIX 1 OF THE SINGAPORE CODE ON TAKE- OVERS AND
MERGERS
Warrants issued to the Columbia Concert Party Group
On 8 August 2011, euNetworks Group Limited (the "Company")
had allotted and issued, and Columbia Capital Equity Partners
V (QP) L.P., Columbia Capital Equity Partners V (Non-US)
L.P., Columbia Capital Equity Partners V (Co-Invest) L.P. and
Columbia Capital Equity Partners IV (QP) L.P. (collectively,
the "Columbia Warrantholders") had subscribed for, an
aggregate of 105,000,000 non-listed warrants (the
"Warrants"), pursuant to a subscription agreement dated 30
June 2011 entered into between the Company and the Columbia
Warrantholders (the "Warrant Subscription Agreement").
Each Warrant carries the right to subscribe for one new Share
(each, a "Warrant Share") at the exercise price of S$0.02
(the "Warrant Exercise Price"). The Warrant Exercise Price
and the number of Warrants held by a Warrantholder are
subject to adjustments from time to time in accordance with
the terms and conditions of the Warrants. The Warrants may be
exercised in the numbers, and at any time during the periods
commencing on and including the dates, as follows:
26,250,000 Warrants, 8 August 2011;
9,843,750 Warrants, 31 August 2011;
9,843,750 Warrants, 30 November 2011;
9,843,750 Warrants, 29 February 2012;
9,843,750 Warrants, 31 May 2012;
9,843,750 Warrants, 31 August 2012;
9,843,750 Warrants, 30 November 2012;
9,843,750 Warrants, 28 February 2013; and
9,843,750 Warrants, 31 May 2013,
in each case expiring at 5.00 p.m. on the date five years
from the date of issue of the Warrants.
Details of the Whitewash Resolution
Prior to the issue of the Warrants, Shareholders independent
of Columbia Capital V, LLC and parties acting in concert with
it (the "Columbia Concert Party Group") had, at an
extraordinary general meeting of the Company held on 5 August
2011, passed an Ordinary Resolution waiving their rights to
receive a mandatory general offer from the Columbia Concert
Party Group for all the Shares not already owned or
controlled by them, in the event an obligation to extend such
an offer is incurred pursuant to Rule 14 of the Singapore
Code on Take-overs and Mergers ("Code"), as a result of the
acquisition by the Columbia Concert Party Group of the
Warrant Shares pursuant to the exercise of the Warrants (the
"Whitewash Resolution").
For the purposes of the Whitewash Resolution, the acquisition
of the Warrant Shares by the Columbia Concert Party Group
upon the exercise of the Warrants must be completed within
five years of the date of issue of the Warrants. Accordingly,
the waiver pursuant to the Whitewash Resolution is valid, in
relation to the exercise of the Warrants, from 8 August 2011
(being the date of the issue of the Warrants) to 8 August
2016 (being the date five years from the date of issue of the
Warrants). Further details of the Warrants and the Whitewash
Resolution are set out in the Company's circular dated 20
July 2011.
Holdings and Interests of the Columbia Concert Party
Group
As at the date hereof, the Columbia Concert Party Group holds
or is interested in:
• 8,591,598,538 Shares, representing 38.18 per cent of the
22,504,565,044 Shares in issue; and
• 105,000,000 Warrants
Save as disclosed, none of the Columbia Concert Party Group
holds any voting rights in the Company and instruments
convertible into, rights to subscribe for and options in
respect of the Shares as at the date hereof.
Maximum Potential Interests of the Columbia Concert Party
Group
The Columbia Concert Party Group would acquire a maximum
potential interest of 38.46 per cent. in the Company's
enlarged share capital of 22,609,565,044 Shares in issue
assuming the Columbia Concert Party Group exercises and
converts the Warrants (assuming no adjustments thereto) they
hold in full and no other holders of instruments convertible
into, rights to subscribe for and options in respect of the
Shares exercise and convert such instruments, rights and
options.
Cautionary Statement
Shareholders should note that, having approved the Whitewash
Resolution, Shareholders have waived their rights to receive
a general offer from the Columbia Concert Party Group at the
highest price paid by the Columbia Concert Party Group for
Shares in the past 6 months preceding the date of the
offer.
Shareholders should also note that, having approved the
Whitewash Resolution, Shareholders could be forgoing the
opportunity to receive a general offer from another person
who may be discouraged from making a general offer in view of
the potential dilution effect of the Warrants.
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