SYNEAR FOOD HOLDINGS LIMITED 
By in connection with
THE PROPOSED VOLUNTARY DELISTING OF SYNEAR FOOD HOLDINGS LIMITED FROM THE OFFICIAL LIST OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
by
(Company Registration No.: S98FC5560C)
for and on behalf of
FORTUNE DOMAIN LIMITED (Incorporated in the British Virgin Islands) BVI Company Number 1694788to acquire all the issued ordinary shares in the capital of
SYNEAR FOOD HOLDINGS LIMITED(Incorporated in Bermuda) Company Registration Number 38042
other than those held, directly or indirectly, by Fortune Domain Limited as at the
date of the Exit Offer and shares held by Synear Food Holdings Limited as treasury shares
UBS AG, Singapore Branch ("UBS") refers to:
(a) the exit offer letter dated 12 August 2013 (the "Exit Offer Letter") issued by UBS, for and on behalf of Fortune Domain Limited (the "Offeror"), to the shareholders ("Shareholders") of Synear Food Holdings Limited ("Synear");
(b) the circular dated 12 August 2013 issued by Synear to the Shareholders in relation to the proposed voluntary delisting of Synear from the Official List of the Singapore Exchange Securities Trading Limited ("SGX-ST") pursuant to Rules 1307 and 1309 of the listing manual of the SGX-ST;
(c) the announcement dated 4 September 2013 released by Synear on the results of the special general meeting held by Synear on 4 September 2013;
(d) the announcements dated 18 September 2013, 25 September 2013, 30 September
2013, 7 October 2013, 14 October 2013, 21 October 2013, 28 October 2013, 4
November 2013 and 11 November 2013 released by UBS, for and on behalf of the
Offeror, on the extension of the closing date of the Exit Offer;
(e) the announcement dated 18 November 2013 released by Synear informing Shareholders that Synear has received confirmation from the SGX-ST that the SGX- ST has no objection to Synear's application to delist from the Official List of the SGX- ST; and
(f) the announcement dated 18 November 2013 released by UBS, for and on behalf of the Offeror, on the Exit Offer being declared unconditional in all respects.
All capitalised terms used and not defined herein shall have the same meanings given to them in the Exit Offer Letter, unless otherwise expressly stated or where the context otherwise requires.
UBS wishes to announce, for and on behalf of the Offeror, that the Exit Offer has closed as of
5:30 p.m. on 9 December 2013. Accordingly, the Exit Offer is no longer open for acceptance and any acceptances received after 5:30 p.m. on 9 December 2013 will be rejected.
UBS wishes to announce, for and on behalf of the Offeror, that:
(a) Acceptances of the Exit Offer. As at 5.30 p.m. on 9 December 2013, the Offeror had received valid acceptances amounting to 172,189,971 Offer Shares, representing approximately 12.52% of the total number of issued Shares1.
(b) Shares held on or before the Joint Announcement Date. As at the Joint
Announcement Date:
(i) the Offeror does not hold any Shares; and
(ii) the parties acting in concert with the Offeror owned or controlled an aggregate of 689,259,000 Shares, representing approximately 50.13% of the total number of issued Shares.2
(c) Shares acquired or agreed to be acquired after the Joint Announcement Date and up to 5.30 p.m. on 9 December 2013 (other than pursuant to valid acceptances of the Exit Offer). Following the Joint Announcement Date and up to
5.30 p.m. on 9 December 2013, other than pursuant to valid acceptances of the Exit
Offer,
(i) the Offeror has acquired or agreed to acquire an aggregate of 284,438,440
Shares, representing approximately 20.69% of the total number of issued
Shares; and
(ii) parties acting in concert with the Offeror have not acquired or agreed to acquire any Shares.
1 In this Announcement, references to the number of total issued Shares are based on 1,375,000,000 Shares.
2 Please refer to paragraph 3 of the Exit Offer Letter at page 6 of the Exit Offer Letter for the number of Shares owned by Genki, Union and Elite.
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4. RESULTANT SHAREHOLDINGAs at 5.30 p.m. on 9 December 2013, the total number of (a) Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it, and (b) valid acceptances of the Exit Offer, amount to an aggregate of 1,145,887,411 Shares, representing approximately 83.34% of the total number of issued Shares. Please refer to the Appendix to this Announcement for more information on the shareholdings of the Offeror and certain parties acting in concert with it.
5. COMPULSORY ACQUISITION
As mentioned at paragraph 6 of the Exit Offer Letter, in view of the Promoters and the Non- Acceptance Undertaking Shareholders having executed the Promoter Irrevocable Undertakings and the Non-Acceptance Irrevocable Undertakings respectively pursuant to which they undertook, inter alia, not to, accept the Exit Offer (including any revised or improved Exit Offer made by or on behalf of the Offeror) in respect of their Promoter Relevant Shares and Non-Acceptance Relevant Shares (as the case may be), it is envisaged that Sections 102 and 103 of the Bermuda Companies Act in relation to compulsory acquisition will not be applicable, as the Promoter Relevant Shares and the Non-Acceptance Relevant Shares collectively represent approximately 58.38% of the total number of issued Shares.
For further details, please refer to paragraph 6 of the Exit Offer Letter.
The directors of the Offeror (including any director who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement (other than those relating to Synear) are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. Where any information in this Announcement has been extracted or reproduced from published or publicly available sources or obtained from Synear, the sole responsibility of the directors of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. The directors of the Offeror jointly and severally accept responsibility accordingly.
Issued by
For and on behalf of
Fortune Domain Limited
9 December 2013
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The Offeror 456,628,411 33.21 - - 456,628,411 33.21
Genki 457,460,000 33.27 456,628,411(1) 33.21 914,088,411 66.48
Union 175,000,000 12.73 456,628,411(2) 33.21 631,628,411 45.94
Elite 56,799,000 4.13 - - 56,799,000 4.13
Li Wei - - 914,088,411(3) 66.48 914,088,411 66.48
Wang Peng - - 631,628,411(4) 45.94 631,628,411 45.94
Fu Qiang - - 56,799,000(5) 4.13 56,799,000 4.13
Notes:
(1) Genki owns 66.37% of the issued and paid-up share capital of the Offeror, and is deemed to be interested in all of the 456,628,411 Shares in which the Offeror has an interest, representing approximately 33.21% of the issued share capital of Synear.
(2) Union owns 25.39% of the issued and paid-up share capital of the Offeror, and is deemed to be interested in all of the 456,628,411 Shares in which the Offeror has an interest, representing approximately 33.21% of the issued share capital of Synear.
(3) Li Wei is deemed to be interested in (a) the 457,460,000 Shares held directly by Genki, by virtue of his 100% shareholding interests in Genki and (b) 456,628,411 Shares held by the Offeror, by virtue of Genki's 66.37% shareholding interests in the Offeror.
(4) Wang Peng is deemed to be interested in (a) the 175,000,000 Shares held directly by Union, by virtue of his 100% shareholding interests in Union and (b) 456,628,411 Shares held by the Offeror, by virtue of Union's 25.39% shareholding interests in the Offeror.
(5) Fu Qiang is deemed to be interested in the 56,799,000 Shares held directly by Elite, by virtue of his 100% shareholding interests in Elite.
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