Yanlord Investment (Singapore) Pte. Ltd. (Offeror) made an offer to acquire remaining 64.7% stake in United Engineers Limited (SGX:U04) (UEL) for SGD 1.1 billion on October 25, 2019. The offeror will acquire all the ordinary shares and preference shares for SGD 2.60 per share in cash that are not currently owned by offeror and parties acting in concert with the Offeror. Yanlord revised the offer price to SGD 2.7 per share on November 12, 2019. As at the date of this Announcement, the Offeror holds an aggregate of 224.9 million UEL Ordinary Shares, representing approximately 35.27% of the total number of UEL Ordinary Shares, and 0.855 million UEL Preference Shares, representing approximately 97.71% of the total number of UEL Preference Shares. The Offeror currently intends for UEL to continue with its existing business activities and has no current plans to (a) introduce any major changes to the business of UEL and its subsidiaries, (b) re-deploy UEL fixed assets, or (c) discontinue the employment of the existing employees of any member of UEL, in each case, other than in the ordinary and usual course of business. As of December 27, 2019, Yanlord Investment (Singapore) Pte. Ltd. intends to delist United Engineers Limited following the completion of transaction.

The UEL Offers will remain open for acceptances by Shareholders for a period of at least 28 days from the date of posting of the Offer Document. UEL Offers will be dispatched to Shareholders not earlier than 14 days and not later than 21 days from the announcement date. If the offeror acquired not less than 90% of the total number of the UEL Ordinary Shares, the Offeror would be entitled to exercise the right to compulsorily acquire all the UEL Ordinary Shares and/or UEL Preference Shares. It is the current intention of the Offeror to maintain the present listing status of UEL on the Main Board of the SGX-ST and the Offeror does not intend to exercise its right of compulsory acquisition. The consideration for the offer will be funded from a combination of cash reserves of the Group and borrowings obtained by offeror. DBS Bank confirms that the Offeror in connection with the UEL Offers, confirms that sufficient financial resources are available to the Offeror to satisfy full acceptance of the UEL Offers. Pua Seck Guan, Director of United Engineers will resign upon completion.

The Ordinary Share Offer will be conditional upon the Offeror having received minimum of 50% of the total voting rights attributable to the UEL Ordinary Shares. The Preference Share Offer will be unconditional in all respects. On November 15, 2019, upon achieving the level of acceptance up to 51%, minimum acceptance level condition has been fulfilled and now transaction has become unconditional. As of November 26, 2019, the recommending Directors of United Engineers Limited have recommended the shareholders to accept the transaction. As of January 2, 2020, the minimum tender of not less than 90% of the total number of the UEL Ordinary Shares has been reached. As of November 13, 2019, the transaction is expected to close on December 11, 2019. As of November 15, 2019, offer period has been extended to December 26, 2019. As of December 16, 2019, offer period has been extended to December 30, 2019. As of December 30, 2019, offer period has been extended to January 20, 2020. DBS acted as financial adviser to the Offeror. As of November 5, 2019, United Engineers Limited appointed SAC Capital Private Limited as the independent financial advisor to advise its directors.