OSIM : Voluntary Unconditional Cash Offer By Vision Three Pte. Ltd. - Close Of Offer

Microsoft Word - Oracle - Close of Offer (cln).docx VOLUNTARY UNCONDITIONAL CASH OFFER

by

CREDIT SUISSE (SINGAPORE) LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No.: 197702363D)

for and on behalf of

VISION THREE PTE. LTD.

(Incorporated in the Republic of Singapore) (Company Registration No.: 201605240G)

for all the issued ordinary shares in the capital of

OSIM INTERNATIONAL LTD

(Incorporated in the Republic of Singapore) (Company Registration No.: 198304191N)

other than those held in treasury and those already owned, controlled or agreed to be acquired by Vision Three Pte. Ltd. and all of the outstanding S$170,000,000 Zero Coupon Convertible Bonds due 2019

(ISIN No.: XS1103850993, Common Code: 110385099)

issued by OSIM International Ltd

CLOSE OF THE OFFER FOR SECURITIES, FINAL LEVEL OF SHAREHOLDING AND ACCEPTANCES, AND COMPULSORY ACQUISITION

1. INTRODUCTION

   Credit Suisse (Singapore) Limited ("Credit Suisse") refers to:

2. the offer document dated 23 March 2016 (the "Offer Document") in relation to the voluntary unconditional cash offer by Credit Suisse, for and on behalf of Vision Three Pte. Ltd. (the "Offeror"), for (i) all the issued ordinary shares (the "Shares") in the capital of OSIM International Ltd (the "Company"), other than those held in treasury and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer (the "Offer") and (ii) the Convertible Bonds (the "Convertible Bonds Offer"), other than those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer;

3. the announcement dated 8 April 2016 (the "Final Ex-Dividend Offer Price Announcement") in relation to, amongst others, the Final Ex-Dividend Offer Price; and

4. the announcement dated 12 May 2016 setting the Final Closing Date as 20 May 2016 (the "Final Closing Date Announcement").

   Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Offer Document, the Final Ex-Dividend Offer Price Announcement and the Final Closing Date Announcement.

5. CLOSE OF THE OFFER FOR SECURITIES

   The Offeror wishes to announce that the Offer for Securities has closed at 5.30 p.m. (Singapore time) on 20 May 2016 (Friday).

   Accordingly, the Offer for Securities is no longer open for acceptance and any acceptances received after 5.30 p.m. (Singapore time) on 20 May 2016 (Friday) will be rejected.
6. FINAL LEVEL OF ACCEPTANCES OF THE OFFER FOR SECURITIES

   Credit Suisse wishes to announce, for and on behalf of the Offeror, that as at 5.30 p.m. on the date of this Announcement, the Offeror has received:

7. valid acceptances (which have not been withdrawn) in respect of 615,931,538 Offer Shares, representing approximately:

8. 83.06 per cent. of the total number of issued Shares as at the date of this Announcement;1 and

9. 77.98 per cent. of the maximum potential issued share capital of the Company as at the date of this Announcement.2

   Such valid acceptances, based on the latest information available to the Offeror and to the best of the Offeror's knowledge, include valid acceptances received from the parties acting in concert with the Offeror, representing approximately

   0.94 per cent. of the total number of issued Shares as at the date of this Announcement and 0.89 per cent. of the maximum potential issued share capital of the Company;

   and

10. valid acceptances (which have not been withdrawn) in respect of S$2,000,000 principal amount of Convertible Bonds, representing approximately 1.18 per cent. of the outstanding aggregate principal amount of Convertible Bonds.3

    1 In this Announcement, for the purposes of computation, the total number of issued Shares is 741,593,556 Shares (excluding treasury shares) as at the date of this Announcement.

    2 In this Announcement, for the purposes of computation, the total number of issued Shares in the "maximum potential issued share capital of the Company" is 789,820,506 Shares as at the date of this Announcement.

    3 In this Announcement, for the purposes of computation, the outstanding aggregate principal amount of Convertible Bonds is S$170,000,000.

11. DEALINGS BY THE OFFEROR

    Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers, Credit Suisse wishes to announce, for and on behalf of the Offeror, that the Offeror has purchased the following Shares on the Singapore Exchange Securities Trading Limited (the "SGX-ST")4, details of which are set out below:

    Date of Purchase	Number of Shares purchased	Consideration per Share5
    20 May 2016	62,300	S$1.390
    20 May 2016	30,800	S$1.385

12. CURRENT HOLDINGS BY THE OFFEROR IN THE COMPANY
13. Shares

As at 5.30 p.m. on the date of this Announcement:

1. the Offeror owned, controlled, has acquired or agreed to acquire an aggregate of 682,170,538 Shares, representing approximately:

2. 91.99 per cent. of the total number of issued Shares as at the date of this Announcement; and

3. 86.37 per cent. of the maximum potential issued share capital of the Company as at the date of this Announcement; and

4. the Offeror and parties acting in concert with the Offeror owned, controlled, have acquired or agreed to acquire an aggregate of 712,170,538 Shares, representing approximately:

5. 96.03 per cent. of the total number of issued Shares as at the date of this Announcement; and

6. 90.17 per cent. of the maximum potential issued share capital of the Company as at the date of this Announcement.

The breakdown of the number of shares owned, controlled, acquired or agreed to be acquired by or on behalf of the Offeror and parties acting in concert with the Offeror (either before or during the Offer and pursuant to the Offer or otherwise, including acceptances of the Offer) up to 5.30 p.m. as at the date of this Announcement is as follows:

4 In this Announcement, securities agreed to be acquired pursuant to a trade on the SGX-ST on a trading day shall be regarded as being acquired on such trading day, notwithstanding that settlement of that trade will occur on a later trading day.

5 Excluding brokerage fee, clearing fee and applicable tax.

Number of Shares	Approximate percentage of total number of issued Shares as at 20 May 2016 (%)6	Approximate percentage of maximum potential issued share capital of the Company as at 20 May 2016 (%)
Shares owned, controlled or agreed to be acquired by the Offeror prior to 7 March 2016 (the "Offer Announcement Date")	-	-	-
Shares owned, controlled or agreed to be acquired by parties acting in concert with the Offeror prior to the Offer Announcement Date	513,546,9347	69.25	65.02
Shares acquired or agreed to be acquired by the Offeror between the Offer Announcement Date and as at 5.30 p.m. on 20 May 2016 (other than pursuant to valid acceptances of the Offer)	66,239,000	8.93	8.39
Shares acquired or agreed to be acquired by parties acting in concert with the Offeror between the Offer	-	-	-

6 Any discrepancies in the figures included in this Announcement between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Announcement may not be an arithmetic aggregation of the figures that precede them.

7 In Paragraph 5 of Appendix 6 to the Offer Document, it was stated that Ron Sim ("RS") has granted security interests over some of his Shares and lent some of his Shares. On 4 May 2016, 7,500,000 shares that were previously lent have been returned to RS. His total interest remains unchanged.