UMS Holdings Limited (SGX:558) made an offer to acquire the remaining 61.22% stake in JEP Holdings Ltd. (Catalist:1J4) for SGD 36.8 million on May 13, 2019. UMS Holdings will offer SGD 0.15 per share in cash for each tendered share. UMS Holdings Limited does not intend to revise the offer price. The offer will also be extended, on the same terms and conditions, to all warrant shares unconditionally issued or to be issued prior to the close of the offer, pursuant to the valid exercise of any warrants. The warrants will be acquired at a net gain of SGD 0.074 per warrant in cash for each tendered warrant. Prior to the transaction, UMS Holdings Limited holds 155.6 million shares representing 38.8% stake in JEP Holdings Ltd. The offer will be financed using internal resources and/or bank financing facilities. UMS Holdings intends to preserve the listing status of JEP Holdings on the Catalist Board and does not intend to exercise its right of compulsory acquisition, but maintains the flexibility to assess its options in the event the public float falls below 10%. UMS Holdings Limited has no current intention to make material changes to the existing business of JEP Holdings, re-deploy JEP Holdings' fixed assets or discontinue the employment of the employees of JEP Holdings, other than in the ordinary course of business.

The offer is subject to UMS Holdings Limited having received, by the closing date of the offer valid acceptances in respect of such number of offer shares which, when taken together with share already owned by UMS Holdings, will result in the UMS Holdings Limited and the parties acting in concert with it holding more than 50% of the voting rights of JEP Holdings. As of June 10, 2019, advised the independent Directors of JEP Holdings to recommend the shareholders to reject the offer and to recommend warrant holders to take no action and let the warrants offer lapse as the financial terms of the offer are not fair and reasonable. Accordingly, the independent Directors of JEP Holdings recommended its shareholders to reject the offer and recommended warrant holders to take no action and let the warrants offer lapse. Pursuant to Rule 20.1 of the Code, the terms of the offer for securities if revised, the offer will remain open for acceptance for a period of at least fourteen days from the date of dispatch of the written notification of the revision to security holders. The offer is open for acceptance by shareholders for at least 28 days after the dispatch date of circular and will close on June 24, 2019 or such other later date as may be announced from time to time by UMS Holdings Limited. As of May 30, 2019, UMS Holdings Limited does not intend to extend the shares and the warrants offer beyond 5.30 p.m. on June 24, 2019 save that UMS Holdings Limited reserves the right to do so in a competitive situation. The Board of JEP Holdings will be appointing an independent financial advisor to advise the Directors on offer. Hong Leong Finance Limited (SGX:S41) acted as financial advisor and Boardroom Corporate & Advisory Services Pte. Ltd. acted as registrar to UMS Holdings Limited. As of May 16, 2019, Provenance Capital Pte. Ltd. has been appointed as financial advisor to the Directors of JEP Holdings Ltd. Boardroom Corporate & Advisory Services Pte. Ltd. acted as transfer agent for JEP Holdings.

UMS Holdings Limited (SGX:558) (‘UMS') completed the acquisition of an additional 8.8% stake in JEP Holdings Ltd. (Catalist:1J4) (‘JEP') for SGD 5.3 million on June 24, 2019. At the close of the tender offer, UMS received valid acceptances for 35,464,251 shares and 4,559,693 warrants. Following the completion of the tender offer, UMS holds an approximately 47.4% stake in JEP.