Teo Hong Lim, Teo Hong Wee,Teo Hong Yeow Chris,Teo Hong Hee, Lim Swee Hah, Teo Hong Khim,Teo Hong Ming,Cheong Fung Fai, The estate of Lin Chu Liat, Cheong Kwai Fun and Lim Guat Hah made a conditional offer to acquire remaining 74.8% stake in Roxy-Pacific Holdings Limited (SGX:E8Z) for SGD 470 million on September 20, 2021. Under the terms the offer price is SGD 0.485 per share. The Offer will not be made unless and until the Pre-Conditions have been satisfied on or before February 20, 2022. The pre conditions subject to transaction are-i) all consents necessary under the Overseas Investment Act 2005 (NZ) for or in connection with the Offer having been obtained, NZ Approvals remaining in full force and effect and and all necessary statutory or regulatory obligations in connection with the Offer having been obtained. ii) The SIC has confirmed that it has no objections to the Pre-Condition and iii) If and when the Pre-Condition is satisfied, an announcement is made by the Offeror of its firm intention to make the Offer. In the event that the Pre-Condition is not satisfied on or before the Cut-off Date, the Offer will not be made and the Offeror will issue an announcement confirming that fact as soon as reasonably practicable. As per the terms of offer the offer price is final and the Offeror does not intend to revise the Offer Price. The offer is subject to minimum tender of 90%. Irrevocable Undertakings has been received from Kian Lam Investment Pte Ltd, Sen Lee Development Private Limited and each of the Consortium Members. As on September 20, 2021, 76.44% of the total number of issued Shares have been Irrevocable Undertaken. Kian Lam Investment, which holds 40.01%, Sen Lee Development, which owns 11.22%, Teo Hong Lim himself is the third-largest shareholder at 11.85%. The Offeror is entitled to exercise Compulsory Acquisition if valid acceptances of 90% or more is received. In such event, the Offeror intends to exercise its right to compulsorily acquire all the Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST. As of October 18, 2021, Sen Lee Development Private Limited holds 151.6 million shares representing approximately 11.6% of the total shares in issue and the undertaking parties hold in aggregate 1 billion shares, representing approximately 76.85% of the total Shares in issue. As of December 15, 2021, Offeror has satisfied the Pre-Condition. On January 19, 2022, Roxy-Pacific Holdings Limited issued circular to its shareholders. The independent directors along with financial advisor recommended the shareholders of Roxy-Pacific Holdings Limited to accept the offer. On January 28, 2022, The Offeror has received, pursuant to the Offer, valid acceptances in respect of 1,174,873,802 Shares, representing approximately 90.10 per cent. of the total number of Shares and offer become Unconditional in all aspects. Offeror would be entitled to exercise its right under Section 215(1) of the Companies Act, to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer. The Company wishes to inform that it had on February 7, 2022 submitted an application to the SGXST to seek approval for delisting Roxy-Pacific from the SGX-ST and SGX-ST has no objection to the delisting of the Roxy pacific as buyer have already surpassed free float by 10%
Offer is expected to complete on February 17, 2022.

Oversea-Chinese Banking Corporation Limited acted as financial advisor to the consortium of investors. Christopher Ong and Ong Kangxin of Allen & Gledhill acted as legal advisors to the consortium of investors. ZICO Capital Pte. Ltd. acted as financial advisor to the independent directors of Roxy-Pacific Holdings Limited. Kck Corpserve Pte. Ltd. acted as registrar while Shook Lin & Bok LLP acted as legal advisor to Roxy-Pacific Holdings Limited.