Guoco Group Limited (SEHK:53) made a voluntary conditional cash offer to acquire 29.16% stake in GL Limited (SGX:B16) for approximately SGD 280 million on January 15, 2021. The offer price for each Share is SGD 0.70 in cash. Guoco Group has an indirect stake of 70.84% of the Company held through its wholly-owned subsidiary, GuocoLeisure Assets Limited (“GAL”) and GAL has irrevocably undertaken to accept the Offer and will waive its right to receive the cash consideration payable to it for the Shares it holds. As on March 15, 2021, the offer price was increased to SGD 0.8 per share and it is the final offer price, which will not increase. If the Offeror receives sufficient valid acceptances of the Offer or otherwise such that the Offeror holds 95% stake in GL Limited, the Offeror intends to exercise its rights of Compulsory Acquisition and subsequently delist GL from the SGX-ST. In this case, GL will be an indirect wholly-owned subsidiary of GGL. DBS confirms that sufficient financial resources are available to the Offeror to satisfy in full all acceptances of the Offer by Shareholders on the basis of the Offer Price. As on March 17, 2021, GAL has undertaken a series of dealings in 276,900 Shares in aggregate at a dealing price of SGD 0.8, post which GAL holds 1.071014734 billion Shares, representing approximately 78.29% stake in GL Limited. As on March 18, 2021, GAL has undertaken a series of dealings in 167.03 million shares in aggregate at a dealing price of SGD 0.8, post which GAL holds 1.2 billion shares, representing approximately 90.71% stake in GL Limited.

The Offer is conditional upon the Offeror receiving acceptances, which together with Shares held by its concert parties, is not less than 90% of the Shares. The Offeror reserves the right to reduce the Minimum Acceptance Condition to a level which is more than 50% of the total number of Shares or waive the Minimum Acceptance Condition, subject to the consent of the Securities Industry Council. Save for the Minimum Acceptance Condition, the Offer is unconditional in all other respects. As on March 12, 2021, the Offeror received, valid acceptances in respect of 133,029,890 GL Shares, representing approximately 9.72% of the total number of GL Shares in issue. As on March 15, 2021, the minimum acceptance condition is waived and offer is declared unconditional in all respects. The minimum acceptance is subject to the revised Offer remaining open for at least 14 days following the Notification Date and Shareholders who have accepted the initial Offer being allowed to withdraw their acceptance within eight days of the Notification Date. As on March 23, 2021, W Capital Markets Pte Ltd advised to independent directors of GL limited that offer is not fair but reasonable and advised that directors should recommend to shareholders to accept the offer. As of February 4, 2021, the offer will close on March 4, 2021. As of March 4, 2021, the offer will be extended to March 18, 2021. As on March 15, 2021, the offer will be extended to April 1, 2021. Choe Tse Wei of DBS Bank Ltd. acted as the sole financial advisor to Guoco Group Limited. W Capital Markets Pte Ltd acted as financial advisor to the independent directors of GL Limited in the transaction. M & C Services Private Limited acted as registrar and The Central Depository (Pte) Limited acted as depositor to GL Limited. David Lamb of Conyers Dill & Pearman LLP acted as legal advisor to Guoco Group Limited. Andrew M Lim and Christopher Ong of Allen & Gledhill acted as legal advisors to Guoco Group Limited. Lee Kee Yeng of Allen & Gledhill acted as legal advisor to DBS Bank Ltd.

Guoco Group Limited (SEHK:53) completed the acquisition of voluntary conditional cash offer to acquire 29.16% stake in GL Limited (SGX:B16) on April 1, 2021. Guoco Group received valid acceptances of 95.62% and offeror intends to exercise its right of compulsory acquisition. The Offeror will then proceed to delist the Company from the SGX-ST and the date on which the Company will be delisted from the SGX-ST will be announced in due course. Following the Compulsory Acquisition, the Final Offer Price per Share will be dispatched to the Dissenting Shareholders on or about June 11, 2021.