Asset Acquisitions And Disposals :: Mandatory Unconditional Cash Offer For Jep Holdings Ltd.

UMS HOLDINGS LIMITED

(Company Registration Number 200100340R)

(Incorporated in the Republic of Singapore)

MANDATORY UNCONDITIONAL CASH OFFER FOR JEP HOLDINGS LTD. ("JEP")

1. INTRODUCTION

1. The Offer
   The Board of Directors of UMS Holdings Limited (the "Company" together with its subsidiaries, the "Group") wishes to announce that the Company has on 21 April 2021 acquired 54,229,355 ordinary shares in the capital of JEP Holdings Ltd. from Zee Hoong
   Huay ("Vendor") at S$0.20 per share (the "Acquisition"). Accordingly, UOB Kay Hian Private Limited ("UOB Kay Hian") has today, for and on behalf of the Company (as offeror), made an announcement ("Offer Announcement") that in accordance with Rule
   14.1(b) of the Singapore Code on Take-overs and Mergers (the "Code"), the Company intends to make a mandatory unconditional cash offer (the "Offer") for all of the issued ordinary shares in the capital of JEP ("JEP Shares") (excluding treasury shares) other than those JEP Shares already owned, controlled or agreed to be acquired by the Company and parties acting in concert with it (the "Offer Shares").
   Further details of the Offer (including its terms and conditions, and the rationale and benefits of the Offer) are contained in the Offer Announcement, which is set out in the Schedule to this Announcement and a copy of which is available on the website of the
   Singapore Exchange Securities Trading Limited ("SGX-ST") at www.sgx.com. References to the Offer and its terms and conditions in this Announcement should be read together with, and are subject to, the Offer Announcement.
2. Chapter 10 of the Listing Manual

This Announcement is made in compliance with Chapter 10 of the listing manual of the SGX-ST ("Listing Manual") and should be read in conjunction with the Offer Announcement.

2. DETAILS OF THE OFFER

1. Terms of the Offer
   Please refer to paragraph 2 of the Offer Announcement for information on the terms and conditions of the Offer.
2. Rationale for the Offer
   Please refer to paragraph 5.1 of the Offer Announcement for the rationale of the Offer.

3. INFORMATION ON JEP

1. JEP and its Principal Activities
   Based on publicly available information, JEP is a limited liability company incorporated under the laws of Singapore on 12 March 1994 and is listed on the Catalist board of the SGX-ST. JEP and its subsidiaries ("JEP Group") are principally engaged in the business of providing solutions for precision machining and engineering services.
   Based on the latest announced audited consolidated financial statements of the JEP
   Group for the financial year ended 31 December 2020 ("FY2020"), JEP has an issued and paid-up capital of approximately S$52,309,074 1 consisting of 413,944,721 JEP Shares (excluding treasury shares).
2. Values of the Offer Shares Market Value
   The market value of the assets being acquired (being the Maximum Offer Shares (as defined below)), calculated based on the volume weighted average price ("VWAP") of approximately S$0.1997 per JEP Share for all the trades done on 20 April 2021 (being the last full day of trading in the JEP Shares on the SGX-ST immediately prior to the date of the Offer Announcement ("Last Trading Day")) is approximately S$37,972,6352.
   Book Value, Asset Value and Net Profits
   Based on the latest announced audited consolidated financial statements of the JEP Group for FY2020,
3. 1. the book value and net tangible asset value of the JEP Group were approximately S$49.0 million; and
   2. the net profits attributable to the JEP Group was S$0.2 million.

4. CONSIDERATION

4.1 Offer Price

As stated in paragraph 2.1 of the Offer Announcement, the offer price for each Offer Share will be as follows:

For each Offer Share: S$0.20 in cash ("Offer Price")

4.2 Assumed Maximum Consideration Assuming that:

1. References in this Announcement to the share capital of the Company are based on the issued and paid-up share capital of approximately S$52,309,074 consisting of 413,944,721 JEP Shares (excluding treasury shares), as at the date of this Announcement (based on a search conducted with the Accounting and Corporate Regulatory Authority of Singapore on such date).
2. Calculated based on the entire issued share capital of JEP (but excluding JEP Shares held by the Company and parties acting in concert with it as at the date hereof).

1. the total number of Offer Shares is 190,148,396 JEP Shares3 ("Maximum Offer Shares"); and
2. there is full acceptance of the Offer in respect of all the Offer Shares,

the maximum aggregate consideration for the Acquisition together with the Maximum Offer Shares would be S$48,875,550 ("Assumed Maximum Consideration"), based on the Offer Price.

4.3 Source of Funding for the Offer

The Offer will be funded by a combination of internal cash resources and borrowings of the Company.

UOB Kay Hian, as financial adviser to the Company in connection with the Offer, confirms that sufficient financial resources are available to the Company to satisfy in full all acceptances of the Offer by the shareholders of the JEP Shares on the basis of the Offer Price.

5. RULE 1006 RELATIVE FIGURES FOR THE OFFER

5.1 The relative figures of the Offer computed on the bases set out in Rule 1006 of the Listing Manual as set out below are computed based on the latest announced audited consolidated financial statements of the Group for FY2020.

Rule 1006	Bases	Relative Figures
of the		(%)
Listing
Manual
(a)	The net asset value of the assets to be disposed	Not applicable(2)
	of, compared with the Group's net asset value.
(b)	The net profits(1) attributable to the assets to be	1.56%(3)
	acquired, compared with the Group's net profits
(c)	The aggregate value of the consideration given	6.73%(4)
	or received, compared with the Company's
	market capitalisation based on the total number
	of issued shares excluding treasury shares
(d)	The number of equity securities issued by the	Not applicable(5)
	Company as consideration for an acquisition,
	compared with the number of equity securities
	previously in issue

3 Calculated based on the entire issued share capital of JEP (but excluding JEP Shares held by the Company and parties acting in concert with it as at the date hereof).

(e)	The aggregate volume or amount of proved and	Not applicable(6)
	probable reserves to be disposed of, compared
	with the aggregate of the Group's proved and
	probable reserves

Notes:

1. "Net profits" means profit or loss before income tax and minority interests.
2. Not applicable, as the Offer is in relation to the acquisition of assets.
3. The net profits of approximately S$608,000 attributable to the Acquisition together with the Maximum
   Offer Shares is calculated based on the JEP Group's net profits for FY2020 derived from the latest announced audited consolidated financial statements of the JEP Group for FY2020. Based on the latest announced audited consolidated financial statements of the Group for FY2020, the Group's net profits is approximately S$38,894,000.
4. The Company's market capitalisation was approximately S$726,477,744 as calculated by multiplying 533,429,579 ordinary shares in the capital of the Company ("UMS Shares") in issue by the volume- weighted average price per share of S$1.3619 as at 20 April 2021 (being the last full market day preceding the date of the SPA). The aggregate amount of consideration is based on the Assumed Maximum Consideration.
5. Not applicable as no equity securities of the Company will be issued as part of the Total Consideration.
6. Not applicable as the Offer is not a disposal of mineral, oil and gas assets.

5.2 As the relative figures under Rule 1006 (c) of the Listing Manual exceed 5% but are less than 20%, the Offer constitutes a "Discloseable Transaction" within the meaning of Rule 1010 of the Listing Manual.

6. FINANCIAL EFFECTS OF THE OFFER

1. The pro forma financial effects of the Offer set out below are for illustrative purposes only, and are neither indicative of the actual financial effects of the Offer on the consolidated net tangible assets ("NTA") per UMS Share, the earnings per UMS Share ("EPS"), nor represent the actual or future financial position and/or results of the Group immediately after the close of the Offer or upon the completion of the acquisition of all the Offer Shares pursuant to the Offer.
2. The pro forma financial effects of the Offer set out below have been prepared based on the audited consolidated financial statements of the Group and JEP Group for FY2020 and on the following assumptions:
3. 1. the total number of Offer Shares is the Maximum Offer Shares;
   2. there is full acceptance of the Offer in respect of all the Offer Shares;
   3. for the purpose of computing the financial effects on the NTA per UMS Share, that the Offer was completed on, and the Group owned 100% of JEP as at, 31 December 2020, being the end of FY2020; and

(d) for the purpose of computing the financial effects on the EPS, that the Offer was completed on, and the Group owned 100% of JEP as at, 1 January 2020, being the commencement of FY2020.

6.3	NTA Per UMS Share
	As at 31 December 2020	Before the Offer	After the Offer
	NTA (S$'000)	172,866	137,627
	Number of shares	533,429,579	533,429,579
	NTA per share (Singapore	32.41	25.80
	cents)
6.4	EPS
	FY2020		Before the Offer	After the Offer
	Earnings	attributable to	36,471	36,600
	owners of	the Company
	(S$'000)
	Number of shares	533,429,579	533,429,579
	Earnings per share	6.84	6.86
	(Singapore cents)

6.5 Share Capital

As no UMS Shares will be issued in connection with the Offer, the Offer will not have any impact on the issued share capital of the Company.

7. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

7.1 Interests

As at the date hereof:

1. Mr Luong Andy, the Executive Chairman and Chief Executive Officer of the Company, is also currently the Executive Chairman and Chief Executive Officer of JEP; and
2. Mr Luong Andy, has (i) a deemed interest in 109,023,750 UMS Shares, in addition to (ii) his direct interest in 1,150,000 JEP Shares and deemed interest in 168,416,970 JEP Shares4.

Mr Luong Andy has disclosed his interest to the Board of Directors and abstained from participating in any deliberation concerning the Offer.

Save as provided above, none of the Directors or controlling shareholders of the Company (other than in their capacity as Directors or shareholders of the Company) have any interests (direct or indirect) in the Offer.

4 Based on the Annual Report of JEP for FY2020.