General Announcement::Voluntary Conditional Cash Offer for Roxy-Pacific Holdings Limited
12/15/2021 | 04:39am EDT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR UNAUTHORISED.
VOLUNTARY CONDITIONAL GENERAL OFFER
Oversea-Chinese Banking Corporation Limited
(Incorporated in Singapore)
(Company Registration No. 193200032W)
for and on behalf of
TKL & Family Pte. Ltd.
(Incorporated in the Republic of Singapore)
(Company Registration No. 202127763N)
all the issued ordinary shares (excluding treasury shares) in the capital of
Roxy-Pacific Holdings Limited
(Incorporated in the Republic of Singapore)
(Company Registration No. 196700135Z)
other than those already owned, controlled or agreed to be acquired by TKL & Family Pte. Ltd.
1.1 Background. TKL & Family Pte. Ltd. (the "Offeror") refers to the announcement (the "Pre- Conditional Offer Announcement") dated 20 September 2021 (the "Pre-Conditional Offer Announcement Date") pursuant to which, it was announced by Oversea-Chinese Banking Corporation ("OCBC Bank"), for and on behalf of the Offeror that, subject to the satisfaction of the Pre-Condition (as defined in the Pre-Conditional Offer Announcement), the Offeror intends to make a voluntary conditional general offer (the "Offer") for all the issued ordinary shares (the "Shares") (excluding treasury shares) in the capital of Roxy-
Pacific Holdings Limited (the "Company"), other than those Shares already owned, controlled or agreed to be acquired by the Offeror.
A copy of the Pre-Conditional Offer Announcement is available on the website of the Singapore Exchange Securities Trading Limited (the "SGX-ST") at http://www.sgx.com.
Capitalised terms that are not defined in this Announcement shall have the meanings set out in the Pre-Conditional Offer Announcement.
1.2 Update on the Pre-Condition. As at the date of this Announcement (the "Offer Announcement Date"), the Pre-Condition has been satisfied.
Accordingly, OCBC Bank, for and behalf of the Offeror, wishes to announce the Offeror's firm intention to make the Offer.
2. THE OFFER
2.1 Terms of the Offer. Subject to the terms and conditions of the Offer to be set out in the formal offer document (the "Offer Document"), the Offeror will make the Offer on the following basis:
Offer Shares. The Offer will be made in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Singapore Code on Take-overs and Mergers (the "Code") for all the Shares (excluding treasury shares), other than those Shares owned, controlled or agreed to be acquired by the Offeror (the "Offer Shares").
Offer Price. The offer price for each Offer Share: S$0.485 in cash (the "Offer Price").
The Offer Price is final and the Offeror does not intend to revise the Offer Price.
Encumbrances. The Offer Shares will be acquired (i) fully paid, (ii) free from any claim, charge, pledge, mortgage, encumbrance, lien, option, equity, power of sale, declaration of trust, hypothecation, retention of title, right of pre-emption, right of first refusal, moratorium or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing ("Encumbrances"), and (iii) together with all rights, benefits and entitlements attached thereto as at the Pre-Conditional Offer Announcement Date and hereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights, other distributions and/or return of capital (if any) declared, paid or made by the Company in respect of the Offer Shares (collectively, "Distributions") on or after the Pre-Conditional Offer Announcement Date.
Adjustment for Distributions. Without prejudice to the foregoing, the Offer Price has been determined on the basis that the Offer Shares will be acquired with the
right to receive any Distribution that may be declared, paid or made by the Company on or after the Pre-Conditional Offer Announcement Date.
Accordingly, in the event any Distribution is or has been declared, paid or made by the Company in respect of the Offer Shares on or after the Pre-Conditional Offer Announcement Date, the Offer Price payable to a shareholder of the Company ("Shareholder") who validly accepts or has validly accepted the Offer ("Accepting Shareholder") shall be reduced by an amount which is equal to the amount of such Distribution, depending on when the settlement date in respect of the Offer Shares tendered in acceptance of the Offer by such Accepting Shareholder falls, as follows:
if such settlement date falls on or before the books closure date for the determination of entitlements to the Distribution (the "Books Closure Date"), the Offer Price shall remain unadjusted for each such Offer Share, as the Offeror will receive the Distribution in respect of such Offer Share from the Company; and
if such settlement date falls after the Books Closure Date, the Offer Price for each Offer Share shall be reduced by an amount which is equal to the amount of the Distribution in respect of each Offer Share, as the Offeror will not receive the Distribution in respect of such Offer Share from the Company.
2.1.5 Minimum Acceptance Condition. The Offer will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances (which have not been validly withdrawn) in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer, will result in the Offeror and its concert parties holding Offer Shares representing not less than 90% of the total number of Shares in issue (excluding treasury shares) as at the close of the Offer.
Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer, will result in the Offeror and its concert parties holding such number of Offer Shares representing not less than 90% of the total number of Shares in issue (excluding treasury shares).
Based on disclosures made to the Offeror by the Relevant Persons (as defined below), the Offeror and persons acting in concert with the Offeror, own, control or have agreed to acquire an aggregate of 1,023,525,583 Shares, representing approximately 78.49% of the total number of issued Shares.
Further information on the Offer and the terms and conditions upon which the Offer will be made will be set out in the Offer Document.
2.1.6 Intention to Delist. In the event that as a result of the Offer or otherwise, the Offeror and its concert parties own or control more than 90% of the Shares in issue and the Company is no longer able to comply with the free float requirement under Rule 723 of the Listing Manual of the SGX-ST (the "Listing Manual"), the Offeror does notintend to support any action or take any steps to restore the free float of the Shares or to maintain the listing status of the Company. In such event, it is the Offeror's intention to seek the delisting of the Company from the Official List of the SGX-ST.
3. DESCRIPTION OF THE OFFEROR
Introduction. The Offeror is a private company limited by shares incorporated in the Republic of Singapore on 10 August 2021. The Offeror's principal activity is that of an investment holding company and it has not carried on any business since its incorporation, save for matters undertaken in connection with the making of the Offer.
Shareholders of the Offeror. As at the Offer Announcement Date, it has an issued and paid-up share capital of S$445.30 divided into 21,206 ordinary shares and is owned by the following individuals (collectively, the "Consortium Members") as follows:
Name of individual
% of shares in the Offeror1
Teo Hong Lim ("THL")
Teo Hong Wee ("THW")
Teo Hong Yeow Chris ("THY")
Teo Hong Hee ("THH")
Lim Swee Hah ("LSH")
Teo Hong Khim ("THK")
Teo Hong Ming ("THM")
Cheong Fung Fai ("CFF")
The estate of Lin Chu Liat ("LCL")2
Cheong Kwai Fun ("CKF")
Lim Guat Hah ("LGH")
3.3 Directors of the Offeror. As at the Offer Announcement Date, the directors of the Offeror are THL, THW, THY, THH, LSH3, THK, THM, CFF, CHL, CKF and LGH.
4. DESCRIPTION OF THE COMPANY
Based on publicly available information, the Company was incorporated in Singapore on 24 May 1967 and is a public company limited by shares. The Company was listed on the Mainboard of the SGX-ST on 12 March 2008.
Any discrepancies between the listed percentages and the total thereof are due to rounding.
The estate's shares are held by Chan Hua Lee ("CHL"), the wife of the late LCL, on trust for the estate.
Alicia Teo Su Min, granddaughter of LSH, is an alternate director to LSH.
The Company is part of an established property and hospitality group principally engaged in the development and sale of residential and commercial properties, as well as property investment and hotel ownership.
As at the Offer Announcement Date, the directors of the Company are THL, THY, Tong Din Eu, Koh Seng Geok, Yeo Wee Kiong and Ng Kok Wee Charles. Each of THL and THY is also a shareholder and director of the Offeror.
5. IRREVOCABLE UNDERTAKINGS
5.1 Irrevocable Undertakings. As at the Offer Announcement Date, the Offeror has received irrevocable undertakings from the following persons:
Kian Lam Investment Pte Ltd ("KLI");
Sen Lee Development Private Limited ("SLD"); and
each of the Consortium Members (other than the estate of LCL),
(collectively, the "Undertaking Parties"), pursuant to which the Undertaking Parties have undertaken to accept the Offer in respect of all Shares held by each of them prior to and up to the close of the Offer (the "Irrevocable Undertakings"). As at the Offer Announcement Date, the Undertaking Parties hold in aggregate 1,004,089,059 Shares, representing approximately 77.00% of the total number of issued Shares4.
Update on the Undertakings to remove Encumbrances. As at the Offer Announcement Date, any and all Encumbrances on the Shares held by each of THL, THW and THY have been removed. Pursuant to the terms of the Irrevocable Undertakings from THL, THW and THY, such Shares shall continue to be held free from any and all Encumbrances on the date on which the Offer becomes or is declared unconditional in all respects.
Rollover and Subscription. Each Consortium Member agrees to subscribe for new shares in the Offeror ("Offeror Shares") after the close of the Offer. The obligation of each Consortium Member to pay for the new Offeror Shares after the close of the Offer will be set-off against the obligation of the Offeror: 5.3.1 to pay the Offer Price to KLI and SLD for all their Shares which are tendered in acceptance of the Offer pursuant to the Irrevocable Undertakings save for any Shares acquired by SLD pursuant to market purchases on the SGX-ST after the Pre-Conditional Offer Announcement Date, which would instead be settled in cash pursuant to the terms of the Offer; and
In this Announcement, all shareholding percentages are calculated based on a total of 1,303,979,944 Shares (excluding treasury shares) in issue, as reflected in the electronic business profile of the Company extracted from the Accounting and Corporate Regulatory Authority of Singapore on 15 December 2021.
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Roxy-Pacific Holdings Limited published this content on 15 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2021 09:38:07 UTC.