General Announcement::Voluntary Unconditional Cash Offer - Offer Announcement

VOLUNTARY UNCONDITIONAL CASH OFFER

by

DMW INVESTMENTS PTE. LTD.

(Company Registration No.: 202140516R)

(Incorporated in the Republic of Singapore)

to acquire all the issued and paid-up ordinary shares in the capital of

UNITED GLOBAL LIMITED

(Company Registration No.: 201534604M)

(Incorporated in the Republic of Singapore)

other than those Shares held, directly or indirectly, by DMW Investments Pte. Ltd. as at the date of the

Offer.

OFFER ANNOUNCEMENT

1. INTRODUCTION
   DMW Investments Pte. Ltd. (the "Offeror"), wishes to announce that the Offeror intends to make a voluntary unconditional cash offer (the "Offer") to acquire all of the issued and paid- up ordinary shares (the "Shares") in the capital of United Global Limited (the "Company"), including those Shares already owned or controlled, directly or indirectly, or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror, as at the date of the Offer (collectively, the "Offer Shares" and each, an "Offer Share").
2. THE OFFER

2.1 In accordance with Rule 15 of the Singapore Code on Take-overs and Mergers (the "Code"), and subject to the terms and conditions set out in the formal offer document to be issued by the Offeror (the "Offer Document"), the Offeror will make the Offer for the Offer Shares on the following basis:

For each Offer Share: S$0.45 in cash (the "Offer Price").

2.2 The Offer Shares are to be acquired (a) fully paid, (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever, and (c) together with all rights, benefits and entitlements attached thereto as at the date of this Offer Announcement (the "Offer Announcement Date") and hereafter attaching thereto (including the right to receive and retain all dividends, other distributions and return of capital (the "Distributions") which may be announced, declared, paid or made thereon by the Company on or after the Offer Announcement Date).

If any Distribution is announced, declared, paid or made by the Company on or after the Offer Announcement Date, the Offeror reserves the right to reduce the Offer Price payable to a shareholder of the Company ("Shareholder") who validly accepts or has validly accepted the Offer by an amount equivalent to such Distribution.

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1. The Offer will be extended to any and all Shares owned, controlled or agreed to be acquired by any party acting or deemed to be acting in concert with the Offeror in connection with the Offer.
2. The Offer will not be subject to any conditions and will be unconditional in all respects.
3. 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 to be issued.

1. INFORMATION ON THE COMPANY

1. Based on publicly available information, the Company is a public limited company incorporated in Singapore and is listed on the Catalist board of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Company's main business is in lubricant manufacturing and distribution. It also engages in the trading of petrol and related products, base oils, additives and lubricants as well as other business segments including logistics, and manufacturing of nano- fibre materials.
2. As at the Offer Announcement Date:
3. 1. the board of directors of the Company comprises:
   2. 1. Mr. Edy Wiranto (Non-Executive Chairman);
      2. Mr. Tan Thuan Hor, Jacky (Executive Director and CEO);
      3. Ms. Ety Wiranto (Executive Director);
      4. Mr. Mah Kah On, Gerald (Lead Independent Director);
      5. Mr. Tan Teng Muan (Independent Director); and
      6. Mr. Lim Kian Thong (Independent Director);
   3. the issued and paid-up share capital of the Company comprises 316,211,360 Shares. The Company does not hold any treasury shares; and
   4. the Company had previously implemented a performance share plan known as the United Global Performance Share Plan 2016 which was approved by Shareholders on
      14 June 2016 ("PSP"). As of the Offer Announcement Date, no performance shares have been awarded pursuant to the PSP.

1. INFORMATION ON THE OFFEROR

1. The Offeror. The Offeror is an investment holding company incorporated in Singapore on 22 November 2021. As at the Offer Announcement Date, the Offeror has an issued share capital of S$2,000, comprising 2,000 ordinary shares, which are held by the shareholders as follows:

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Name of Shareholder of the Offeror	Shareholding Percentage
Mr. Wiranto ("WRT")	55%
Mr. Tan Thuan Hor ("TTH")	35%
Mr. Edy Wiranto ("EDW")	5%
Ms. Ety Wiranto ("ETW")	5%
Total	100%

WRT, TTH, EDW and ETW shall collectively be referred to as the "Offeror's Shareholders" and each, an "Offeror's Shareholder".

The board of directors of the Offeror comprises TTH, EDW and ETW.

1. Shareholding in the Offeror. The shareholding in the Offeror will be maintained at the shareholding proportions set out in paragraph 4.1 above until the close of the Offer.
2. Information on the shareholders of the Offeror. As at the Offer Announcement Date:
3. 1. the Offeror does not hold, directly or indirectly, any Shares in the Company;
   2. WRT, a shareholder of the Offeror, holds directly 126,007,410 Shares in the Company, representing approximately 39.85% of the total number of issued Shares of the Company;
   3. TTH, a shareholder of the Offeror, holds directly 104,166,250 Shares in the Company, representing approximately 32.94% of the total number of issued Shares of the Company;
   4. ETW, a shareholder of the Offeror, holds directly 12,714,200 Shares in the Company, representing approximately 4.02% of the total number of issued Shares of the Company;
   5. EDW, a shareholder of the Offeror, holds directly 19,352,700 Shares in the Company, representing approximately 6.12% of the total number of issued Shares of the Company; and

the Offeror's Shareholders, collectively hold 262,240,560 Shares in the Company, representing approximately 82.93% of the total number of issued Shares of the Company.

5. IRREVOCABLE UNDERTAKINGS

5.1 As at the Offer Announcement Date, the Offeror has received irrevocable undertakings (the

"Irrevocable Undertakings") from certain Shareholders, namely the Offeror's Shareholders,

Ms. Cindy Lie, Mr. Herry Defjan, Ms. Emi Wiranto, Mr. Tan Thuan Seng, Ms. Ng Hoi Ming, Ms. Chia Ling Budidharma and Ms. Lim Chun Lan (each, an "Undertaking Shareholder" and collectively, the "Undertaking Shareholders"), in favour of the Offeror, pursuant to which the Undertaking Shareholders will undertake, inter alia, as follows:

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1. to accept or procure the acceptance of the Offer in respect of all of the Shares held by them, representing in aggregate no less than 90.03% of the total number of issued Shares in the Company (the "Undertaking Shares"); and
2. except pursuant to the Offer, not to dispose of, charge, pledge or otherwise encumber or grant any option or other right over to accept any other offer for any of the Undertaking Shares or otherwise deal with any of the Undertaking Shares or any interest in them (whether conditionally or unconditionally).

The names of the Undertaking Shareholders and the number of Shares owned by them as at the Offer Announcement Date are as follows:

No.	Name of	No. of Shares which are	Percentage of
	Undertaking	the subject of the	Shares in Issue
	Shareholder	Irrevocable Undertaking	(%)
1.	WRT	126,007,410	39.85
2.	TTH	104,166,250	32.94
3.	ETW	12,714,200	4.02
4.	EDW	19,352,700	6.12
5.	Cindy Lie	3,170,600	1.00
6.	Herry Defjan	3,155,000	1.00
7.	Emi Wiranto	12,305,000	3.89
8.	Tan Thuan Seng	125,000	0.04
9.	Ng Hoi Ming	1,930,700	0.61
10.	Chia Ling	1,026,500	0.32
Budidharma
11.	Lim Chun Lan	730,800	0.23
	Total	281,684,160	90.03

1. Pursuant to the Irrevocable Undertakings provided by the Offeror's Shareholders (collectively, the "Offeror Shareholders' Irrevocable Undertakings"), each of the Offeror's
   Shareholders further undertakes to waive her/his rights under Rule 30 of the Code to receive all consideration payable to her/him for Shares tendered in acceptance of the Offer.
2. Each of the Irrevocable Undertakings shall terminate and cease to have any effect on the date on which the Offer lapses or is withdrawn for any reason other than as a result of a breach of any of the Undertaking Shareholders' obligations under their respective Irrevocable
   Undertakings.

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1. Save for the Irrevocable Undertakings, as at the Offer Announcement Date, the Offeror has not received any irrevocable undertaking from any other party to accept or reject the Offer.

6. RATIONALE FOR THE OFFER

1. Low Trading Liquidity of Shares
   On 16 September 2021, EDW acquired 663,700 Shares by way of an off-market transaction at S$0.41 per Share.
   The trading volume of the Shares has been low, with an average daily trading volume1 of approximately 123,029 Shares, 62,380 Shares, 42,408 Shares and 29,718 Shares during the respective one (1)-month period, three (3)-month period, six (6)-month period and twelve (12)-month period up to and including 9 December 2021 (the "Last Market Day"), being the last full Market Day2 immediately before the Offer Announcement Date. Each of these represents less than 0.05% of the total number of Shares for any of the aforementioned relevant periods.
   The Offer therefore provides Shareholders who find it difficult to exit the Company as a result of the low trading volume in the Shares with an opportunity to liquidate and realise their investment in the Shares at a premium to the prevailing market prices which may otherwise not be available given the low trading liquidity of the Shares.
2. Offer Price at a Premium to the Last Transacted Share Price
   The Offer Price represents a premium of 12.5% over the last transacted price per Share of S$0.400 on 8 December 2021 (the "Last Trading Day"), being the last Market Day on which the Shares were transacted prior to the Offer Announcement Date.
   When compared to the benchmark prices of the Shares up to and including the Last Trading Day, the Offer Price also represents a premium of approximately 16.67%, 16.73%, 16.16% and 14.10% over the volume weighted average price ("VWAP") per Share for the one (1)- month, three (3)-month, six (6)-month and twelve (12)-month periods, respectively.
3. Greater Management Flexibility

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As described in paragraph 8.3 below, the Offeror is making the Offer with a view to delisting the Company from the SGX-ST and exercising any rights of compulsory acquisition that may arise under Section 215(1) of the Companies Act (Cap. 50 of Singapore) (the "Companies Act"). The Offeror believes that privatising the Company will give the Offeror and the management of the Company more flexibility to manage the business of the Company, optimise the use of its management and capital resources and facilitate the implementation of any operational change.

Calculated by using the total volume of Shares traded divided by the number of Market Days which the Shares were transacted with respect to the one (1)-month period, three (3)-month period, six (6)-month period and twelve (12)-month period respectively up to and including 9 December 2021, excluding married trades conducted during the aforesaid periods.

For the purposes of this Offer Announcement, "Market Day" means a day on which the SGX-ST is open for the trading of securities.

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