1 (B) Aspial Offer Information Statement

OFFER INFORMATION STATEMENT DATED 17 DECEMBER 2010 (Lodged with the Monetary Authority of Singapore on 17 December 2010) THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. A copy of this offer information statement (Offer Information Statement), together with copies of the Provisional Allotment Letter (the PAL), the Application Form for Rights Shares and Excess Rights Shares (the ARE) and the Application Form for Rights Shares (the ARS), issued by Aspial Corporation Limited (the Company) have been lodged with the Monetary Authority of Singapore (the Authority). The Authority assumes no responsibility for the contents of this Offer Information Statement, the PAL, the ARE and the ARS. Lodgment of this Offer Information Statement with the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Rights Shares (as defined below) being offered for investment. Acceptance of applications will be conditional upon issue of the Rights Shares and upon listing of the Rights Shares. Monies paid in respect of any application accepted will be returned if the listing of the Rights Shares does not proceed. Approval in-principle has been obtained from the Singapore Exchange Securities Trading Limited (SGX-ST) for the listing of and quotation for the Rights Shares on the Official List of the SGX-ST, subject to certain conditions. The Rights Shares will be admitted to the Official List of the SGX-ST and the official listing of and quotation for the Rights Shares will commence after all conditions imposed by the SGX-ST have been satisfied, the certificates relating to the Rights Shares have been issued and the notification letters from The Central Depository (Pte) Limited (CDP) have been despatched. The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed herein. Approval in-principle granted by the SGX-ST for admission to the Official List of the SGX-ST and the listing of and quotation for the Rights Shares is in no way reflective of and is not to be taken as an indication of the merits of the Company, its subsidiaries, the Rights Issue (as defined below), the Rights Shares or the Shares (as defined herein). This Offer Information Statement has been prepared solely in relation to the issue of the Rights Shares and shall not be relied upon by any other person or for any other purpose. No Rights Shares shall be allotted or allocated on the basis of this Offer Information Statement later than six (6) months after the date of lodgement of this Offer information Statement.
ASPIAL CORPORATION LIMITED

(Incorporated in the Republic of Singapore) (Company Registration Number 197001030G)
RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE (RIGHTS ISSUE) OF 69,953,160 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY (RIGHTS SHARES), AT AN ISSUE PRICE OF S$0.21 FOR EACH RIGHTS SHARE, ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY FIVE (5) EXISTING ORDINARY SHARES IN THE CAPITAL OF THE COMPANY HELD BY THE ENTITLED SHAREHOLDERS (AS DEFINED HEREIN) AS AT THE BOOKS CLOSURE DATE (AS DEFINED HEREIN), FRACTIONAL ENTITLEMENTS TO BE DISREGARDED IMPORTANT DATES AND TIMES: Last date and time for splitting Last date and time for acceptance and payment* Last date and time for renunciation and payment Last date and time for excess application and payment*
*
: : : :
4 January 2011 at 5.00 p.m. 10 January 2011 at 5.00 p.m. 10 January 2011 at 5.00 p.m. 10 January 2011 at 5.00 p.m.
The last date and time for acceptance and/or excess application and payment through an ATM of a Participating Bank (as defined herein) is 10 January 2011 at 9.30 p.m..
IMPORTANT NOTES
Capitalised terms used below which are not otherwise defined herein shall have the same meanings as ascribed to them under the Definitions section of this Offer Information Statement. For Entitled Depositors, acceptances of the Rights Shares and (if applicable) applications for Excess Rights Shares may be made through CDP or by way of Electronic Application at any ATM of a Participating Bank. For Entitled Scripholders, acceptances of the Rights Shares and (if applicable) applications for Excess Rights Shares may be made through the Share Registrar of the Company, B.A.C.S. Private Limited. For investors who hold Shares through finance companies, Depository Agents or CPF Approved Banks, acceptances of the Rights Shares and (if applicable) applications for Excess Rights Shares must be done through the respective finance companies, Depository Agents, or CPF Approved Banks. For such investors, any applications for Rights Shares or Excess Rights Shares made directly to the CDP or through ATMs of the Participating Banks will be rejected. The existing Shares are quoted on the Official List of the SGX-ST. Persons wishing to subscribe for the Rights Shares offered by this Offer Information Statement should, before deciding whether to so subscribe, carefully read this Offer Information Statement in its entirety in order to make an informed assessment of the assets and liabilities, profits and losses, financial position, performance and prospects of the Company and the Group, and the rights and liabilities attaching to the Rights Shares. They should make their own independent enquiries and investigations of any bases and assumptions upon which financial projections, if any, are made or based, and carefully consider this Offer Information Statement in light of their personal circumstances (including financial and taxation affairs). It is recommended that such persons seek professional advice from their stockbroker, bank manager, legal adviser, accountant or other professional adviser before deciding whether to acquire the Rights Shares and/or the Shares or invest in the Company. No person has been authorised to give any information or to make any representations, other than those contained in this Offer Information Statement, in connection with the Rights Issue or the issue of the Rights Shares, and if given or made, such information or representations must not be relied upon as having been authorised by the Company. Save as expressly stated in this Offer Information Statement, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Group. Neither the delivery of this Offer Information Statement nor the issue of the Rights Shares shall, under any circumstances, constitute a continuing representation, or give rise to any implication, that there has been no change in the affairs of the Group or any of the information contained herein since the date hereof. Where such changes occur after the date hereof and are material, or are required to be disclosed by law and/or the SGX-ST, the Company may make an announcement of the same to the SGX-ST and, if required, lodge a supplementary or replacement document with the Authority. All Entitled Shareholders and their renouncees and Purchasers should take note of any such announcement and, upon the release of such announcement or lodgement of such supplementary or replacement document, as the case may be, shall be deemed to have notice of such changes. The Company is not making any representation to any person regarding the legality of an investment in the Rights Shares and/or the Shares, by such person under any investment or any other laws or regulations. No information in this Offer Information Statement should be considered to be business, legal or tax advice. Each prospective investor should consult his own professional or other adviser for business, legal or tax advice regarding an investment in the Rights Shares and/or the Shares. Nothing in this Offer Information Statement or the accompanying documents shall be construed as a recommendation to accept or purchase the Rights Shares or the Shares. Prospective subscribers of the Rights Shares should rely on their own investigation of the financial condition and affairs, appraisal and determination of the merits of investing in the Company and the Group and shall be deemed to have done so.
This Offer Information Statement and its accompanying documents have been prepared solely for the purpose of the acceptance and subscription of the Rights Shares under the Rights Issue and may not be relied upon by any person other than Entitled Shareholders and their renouncees, and Purchasers to whom it is despatched by the Company or for any other purpose. This Offer Information Statement, including the PAL, the ARE and the ARS, may not be used for the purpose of, and do not constitute an offer, invitation or solicitation to anyone in any jurisdiction or under any circumstances in which such offer, invitation or solicitation is unlawful or not authorised or to any person to whom it is unlawful to make such an offer, invitation or solicitation. The distribution of this Offer Information Statement and/or its accompanying documents may be prohibited or restricted by law in certain jurisdictions under the relevant securities laws of those jurisdictions. Shareholders or any other person having possession of this Offer Information Statement and/or its accompanying documents are advised to inform themselves of and observe such prohibitions and restrictions.
CONTENTS PAGE
PAGE
CORPORATE INFORMATION ............................................................................................................. DEFINITIONS ....................................................................................................................................... ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE............................... PRINCIPAL TERMS OF THE RIGHTS ISSUE..................................................................................... EXPECTED TIMETABLE OF KEY EVENTS ....................................................................................... TRADING ............................................................................................................................................. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ...................................................... TAKE OVER LIMITS ............................................................................................................................ SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES (OFFER OF INVESTMENTS) (SHARES AND DEBENTURES) REGULATIONS 2005 ................ ADDITIONAL DISCLOSURE REUIREMENTS FOR THE RIGHTS ISSUE UNDER APPENDIX 8.2 OF THE SGX-ST LISTING MANUAL ............................................................................................. APPENDIX I PROCEDURES FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION BY ENTITLED DEPOSITORS .............................................................................................................. APPENDIX II ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATION THROUGH THE ATMS OF PARTICIPATING BANKS.................................................................... APPENDIX III PROCEDURES FOR ACCEPTANCE, SPLITTING, RENUNCIATION, EXCESS APPLICATION AND PAYMENT BY ENTITLED SCRIPHOLDERS ............................................... APPENDIX IV LIST OF PARTICIPATING BANKS ...........................................................................
5 6 11 13 15 16 17 18
19
57
I-1
II-1
III-1 IV-1
CORPORATE INFORMATION
BOARD OF DIRECTORS : Koh Wee Seng Koh Lee Hwee Ko Lee Meng Tan Su Lan @ Tan Soo Lung Wong Soon Yum Kau Jee Chu Lim Swee Ann Felix 50 Raffles Place #32-01, Singapore Land Tower Singapore 048623 B.A.C.S. Private Limited 63 Cantonment Road Singapore 089758 Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542 Ernst & Young LLP Certified Public Accountants One Raffles Quay North Tower Level 18 Singapore 048583
COMPANY SECRETARY REGISTERED OFFICE
: :
SHARE REGISTRAR
LEGAL ADVISER TO THE RIGHTS ISSUE
AUDITORS
DEFINITIONS
For the purposes of this Offer Information Statement, the PAL, the ARE and the ARS, the following terms shall, unless the context otherwise requires or unless otherwise stated, have the following meanings: Companies within the Group Company Group : : Aspial Corporation Limited The Company and its subsidiaries collectively
Other Companies, Organisations and Agencies 1H 3Q Authority CDP CPF CPF Approved Bank : : : : : : Six month period ended 30 June Nine month period ended 30 September The Monetary Authority of Singapore The Central Depository (Pte) Limited Central Provident Fund Any bank appointed by CPF to be a bank under the Central Provident Fund (Investment Schemes) Regulations MLHS Holdings Pte Ltd The banks appointed for the purpose of electronic applications for the Rights Shares which are United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited, DBS Bank Ltd (including POSB) and Oversea-Chinese Banking Corporation Limited Singapore Exchange Securities Trading Limited B.A.C.S. Private Limited
MLHS Participating Banks
: :
SGX-ST Share Registrar General ARE
: :
Application and acceptance form for Rights Shares and Excess Rights Shares issued to Entitled Depositors in respect of their provisional allotments of Rights Shares under the Rights Issue Application form for acceptance of Rights Shares issued to Purchasers of the provisional allotments of Rights Shares under the Rights Issue traded on the SGX-ST through the book-entry (scripless) settlement system Automated teller machine(s) of a Participating Bank The board of directors of the Company as at the date of this Offer Information Statement 5.00 p.m. on 22 December 2010, being the time and date at and on which the Register of Members and the Transfer Books of the Company will be closed to determine the provisional allotments of Rights Shares of Entitled Shareholders under the Rights Issue
ARS
ATM Board of Directors
: :
Books Closure Date
DEFINITIONS
Closing Date : 5.00 p.m. on 10 January 2011, being the last date and time for acceptance of and/or excess application and payment and renunciation and payment of the Rights Shares under the Rights Issue through CDP or the Share Registrar; or 9.30 p.m. on 10 January 2011, being the last time and date for acceptance and/or excess application and payment of the Rights Issue through an ATM of a Participating Bank The Singapore Code on Take-overs and Mergers, as may be amended, modified or supplemented from time to time The Companies Act, Chapter 50 of Singapore, as may be amended or modified from time to time An account opened by a member of CPF with a CPF Approved Bank from which CPF funds may be withdrawn for, inter alia, payment to subscribe for the Rights Shares pursuant to the Rights Issue Directors of the Company as at the date of this Offer Information Statement Acceptance of the Rights Shares and (if applicable) application for Excess Rights Shares made through an ATM of one of the Participating Banks in accordance with the terms and conditions of this Offer Information Statement Shareholders with Shares standing to the credit of their Securities Accounts as at the Books Closure Date and whose registered addresses with CDP are in Singapore as at the Books Closure Date or who have, at least three (3) Market Days prior to the Books Closure Date, provided CDP with addresses in Singapore for the service of notices and documents Shareholders whose share certificates are not deposited with CDP and persons who have tendered to the Share Registrar valid transfers of their Shares and the certificates relating thereto for registration up to the Books Closure Date and whose registered addresses with the Share Registrar are in Singapore as at the Books Closure Date or who have, at least three (3) Market Days prior to the Books Closure Date, provided the Share Registrar with addresses in Singapore for the service of notices and documents Entitled Depositors and Entitled Scripholders, collectively Earnings per Share The provisional allotments of Rights Shares which are not taken up as at the close of the Rights Issue, and which may be applied and subscribed for by Entitled Shareholders which are in excess of the number of Rights Shares provisionally allotted to such Entitled Shareholders Shareholders whose registered addresses are outside Singapore as at the Books Closure Date and who had not, at least three (3) Market Days prior to the Books Closure
Code
Companies Act
CPF Investment Account
Directors
Electronic Application
Entitled Depositors
Entitled Scripholders
Entitled Shareholders EPS Excess Rights Shares
: : :
Foreign Shareholders
DEFINITIONS
Date, provided CDP or the Company, as the case may be, with addresses in Singapore for the service of notices or documents FY : Financial year ended or ending 31 December, as the case may be, unless otherwise stated Irrevocable undertakings dated 22 November 2010 which has been given by the Undertaking Shareholders to the Company to, inter alia, subscribe and/or procure subscription and payment for their respective Rights Shares entitlements under the Rights Issue The issue price of the Rights Shares, being S$0.21 for each Rights Share 13 December 2010, being the latest practicable date prior to the date of lodgement of this Offer Information Statement with the Authority Listing Manual of the SGX-ST, as amended, modified or supplemented from time to time A day on which the SGX-ST is open for trading in securities Net assets value This offer information statement including (where the context requires) the PAL, the ARE, the ARS and all other accompanying documents, including any supplement or replacement documents which may be issued by the Company and lodged with the Authority in connection with the Rights Issue The provisional allotment letter issued to Entitled Scripholders, setting out the provisional allotments of Rights Shares of such Entitled Scripholders Purchasers of the provisional allotments of Rights Shares traded on the Official List of the SGX-ST through the book entry (scripless) settlement system In relation to any dividends, rights, allotments or other distributions, the date as at the close of business (or such other time as may have been notified by the Company), on which Shareholders must be registered or the Securities Accounts of Shareholders must be credited with Shares, as the case may be, in order to participate in such dividends, rights, allotments or other distributions Renounceable non-underwritten rights issue by the Company on the terms and conditions of this Offer Information Statement of 69,953,160 Rights Shares at the Issue Price on the basis of one (1) Rights Share for every five (5) existing Shares held by Entitled Shareholders as at the Books Closure Date, fractional entitlements to be disregarded 69,953,160 new Shares to be allotted and issued by the Company pursuant to the Rights Issue 8
Irrevocable Undertakings
Issue Price
Latest Practicable Date
Listing Manual
Market Day NAV Offer Information Statement
: : :
PAL
Purchasers
record date
Rights Issue
Rights Shares
DEFINITIONS
Securities Account : Securities account maintained by a Depositor with CDP but does not include a securities sub-account Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time Registered holders of Shares in the register of Members of the Company or, where CDP is the registered holder, the term Shareholders shall, in relation to such Shares and where the context admits, mean the Depositors who have Shares entered against their names in the Depository Register maintained by CDP and into whose Securities Accounts those Shares are credited. Any reference to Shares held by or shareholdings of Shareholders shall include Shares standing to the credit of their respective Securities Accounts Ordinary shares in the capital of the Company A substantial shareholder of the Company as defined under Section 81 of the Companies Act Temporary occupation permit Mr Koh Wee Seng and Mdm Tan Su Lan @ Tan Soo Lung (Mdm Tan Su Lan)
SFA
Shareholders
Shares Substantial Shareholder
: :
TOP Undertaking Shareholders
: :
Currencies, Units and Others sq m S$ and cents US$ % or per cent : : : : Square metres Singapore dollars and cents respectively United States dollars Per centum or percentage
The term Depositor, Depository Agent and Depository Register shall have the same meanings ascribed to them in Section 130A of the Companies Act. The term subsidiary shall have the meaning ascribed to it in Section 5 of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. Any reference to the time of day in this Offer Information Statement, the PAL, the ARE and the ARS shall be a reference to Singapore time unless otherwise stated. Any reference to a date and/or time in this Offer Information Statement, the PAL, the ARE and the ARS in relation to the Rights Issue (including but not limited to the Closing Date and the last dates and times for acceptance and payment, renunciation and payment, and excess application and payment) shall include such other dates(s) and/or time(s) as may be announced from time to time by or on behalf of the Company. Any reference in this Offer Information Statement, the PAL, the ARE and the ARS to any enactment is a reference to that enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the SFA or the Listing Manual or such statutory modification thereof and used in this Offer Information Statement shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA, or the Listing Manual or such statutory modification thereof, as the case may be, unless otherwise provided.
DEFINITIONS
The headings in this Offer Information Statement are inserted for convenience only and shall be ignored in construing this Offer Information Statement. Any discrepancies in the tables in this Offer Information Statement between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Offer Information Statement may not be an arithmetic aggregation of the figures that precede them.
10
ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

(a) ENTITLED SHAREHOLDERS Entitled Shareholders are entitled to participate in the Rights Issue and to receive this Offer Information Statement together with the ARE or PAL, as the case may be, and other accompanying documents at their respective Singapore addresses. Entitled Depositors who do not receive this Offer Information Statement and/or the AREs may obtain them from CDP or the Share Registrar for the period up to the Closing Date of the Rights Issue. Entitled Scripholders who do not receive the PALs may obtain them from the Share Registrar for the period up to the Closing Date. Entitled Shareholders have been provisionally allotted the Rights Shares on the basis of their shareholdings as at the Books Closure Date. Entitled Shareholders are at liberty to accept, decline, renounce or (in the case of Entitled Depositors) trade their provisional allotments of Rights Shares on the SGX-ST during the rights trading period prescribed by the SGX-ST and are eligible to apply for additional Rights Shares in excess of their provisional allotments under the Rights Issue. All dealings in, and transactions of, the provisional allotments of Rights Shares through the SGX-ST will be effected under the book-entry (scripless) settlement system. Accordingly, the PALs, which are issued to Entitled Scripholders will not be valid for delivery pursuant to trades done on the SGX-ST. The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/ or sales of the provisional allotments of Rights Shares and for the applications for Excess Rights Shares, including the different modes of acceptance or application and payment are contained in Appendices I, II and III to this Offer Information Statement and in the PAL, the ARE and the ARS. (b) FOREIGN SHAREHOLDERS This Offer Information Statement and its accompanying documents relating to the Rights Issue have not been and will not be registered or lodged in any jurisdiction other than in Singapore. The distribution of this Offer Information Statement and its accompanying documents may be prohibited or restricted (either absolutely or unless relevant securities requirements, whether legal or administrative, are complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions. For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, this Offer Information Statement and its accompanying documents have not been and will not be despatched to Foreign Shareholders. Accordingly, Foreign Shareholders will not be entitled to participate in the Rights Issue. No provisional allotment of the Rights Shares has been made to Foreign Shareholders and no purported acceptance thereof or application therefore by any Foreign Shareholder will be valid. This Offer Information Statement and its accompanying documents will also not be despatched to persons purchasing the provisional allotments of Rights Shares through the book-entry (scripless) settlement system if their registered addresses with CDP are outside Singapore (Foreign Purchasers). Foreign Purchasers who wish to accept the provisional allotments of the Rights Shares credited by CDP to their Securities Accounts should make the necessary arrangements with their Depository Agents or stockbrokers in Singapore. The Company further reserves the right to reject any acceptances of the Rights Shares and/or application for Excess Rights Shares where it believes, or has reason to believe, that such acceptance and/or application may violate the applicable legislation of any jurisdiction. If it is practicable to do so, arrangements may, at the discretion of the Company, be made for the provisional allotments of the Rights Shares which would otherwise have been provisionally allotted to Foreign Shareholders to be sold nil-paid on the SGX-ST as soon as practicable after dealings in the provisional allotments of Rights Shares commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account the relevant expenses to be incurred in relation thereto.
11
ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed among Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares standing to the credit of their respective Securities Accounts as at the Books Closure Date and sent to them, by means of a crossed cheque drawn on a bank in Singapore by ordinary post at their own risk to their mailing addresses as recorded with CDP or in such other manner as they may have agreed with CDP for the payment of any cash distributions. If the amount of net proceeds distributable to any single Foreign Shareholder is less than S$10.00, such net proceeds will be retained or dealt with as the Directors may, in their absolute discretion, deem fit in the interests of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP in connection therewith. Where such provisional allotments of Rights Shares are sold nil-paid on the SGX-ST, they will be sold at such price or prices as the Company may, in its absolute discretion, decide, and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP in respect of such sales or proceeds thereof, the provisional allotments of Rights Shares or the Rights Shares represented by such provisional allotments. If such provisional allotments of Rights Shares cannot be sold or are not sold on the SGX-ST as aforesaid for any reason by such time as the SGX-ST shall have declared to be the last day for trading in the provisional allotments of Rights Shares, the Rights Shares represented by such provisional allotments will be used to satisfy excess applications for Rights Shares or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP in connection therewith. Shareholders should note that the special arrangements described above would apply only to Foreign Shareholders. Notwithstanding the above, Shareholders and any other person having possession of this Offer Information Statement and its accompanying documents are advised to inform themselves of and to observe any legal requirements applicable thereto. No person in any territory outside Singapore receiving this Offer Information Statement and/or its accompanying documents may treat the same as an offer, invitation or solicitation to subscribe for any Rights Shares unless such offer, invitation or solicitation could lawfully be made without compliance with any registration or other legal requirements in those territories. Fractional entitlements to the Rights Shares will be disregarded in arriving at Shareholders allotments and will, together with the provisional allotments which are not taken up or allotted for any reason, be aggregated and used to satisfy excess applications for Rights Shares (if any) or otherwise disposed of or dealt with in such manner as the Directors may, in their absolute discretion, deem fit for the benefit of the Company.
12
PRINCIPAL TERMS OF THE RIGHTS ISSUE

The following is a summary of the principal terms and conditions of the Rights Issue and is derived from, and should be read in conjunction with, the full text of this Offer Information Statement, and is qualified in its entirety by reference to information appearing in this Offer Information Statement. Number of Rights Shares Basis of Allotment : : 69,953,160 Rights Shares. One (1) Rights Share for every five (5) existing Shares held by Entitled Shareholders as at the Books Closure Date, fractional entitlements to be disregarded. In the allotment of the Excess Rights Shares, preference will be given to the Entitled Shareholders for the rounding of odd lots, and Directors and Substantial Shareholders will rank last in priority. Issue Price : S$0.21 for each Rights Share, payable in full on acceptance and/or application. The Issue Price represents a discount of approximately 27.59 per cent. to the closing price of S$0.29 per Share on 10 November 2010, being the last trading day of the Shares on the Official List of the SGX-ST prior to the date of announcement of the Rights Issue. Status of Rights Shares : The Rights Shares will, upon allotment and issue, rank pari passu in all respects with the then existing Shares for any dividends, rights, allotments or other distributions, the record date for which falls on or after the date of issue of the Rights Shares Approval in-principle has been obtained from the SGX-ST on 24 November 2010 for the listing of and quotation for the Rights Shares on the Official List of the SGX-ST. The approval in-principle from the SGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries, the Rights Issue, the Rights Shares and the Shares. Scaling Down : The Company may scale down the Rights Shares subscribed by any Shareholder to the extent necessary to avoid placing such Shareholder in a position of incurring an obligation under the Code to make a mandatory general offer for the Shares as a result of other Shareholders not taking up their entitlements of Rights Shares in full. Upon the listing of the Rights Shares on the Official List of the SGX-ST, the Rights Shares will be traded under the book-entry (scripless) settlement system. Each board lot of Rights Shares will consist of 1,000 Shares or any other board lot size as the SGX-ST may require. CPF members participating in CPFs investment scheme may use, subject to applicable CPF rules and regulations, monies standing to the credit of their respective CPF accounts (CPF Funds) to pay for the subscription of their provisional allotments of the Rights Shares and (if applicable) the application for Excess Rights Shares, if they had previously bought their Shares using CPF Funds. Such CPF members 13
Listing of the Rights Shares
Trading of the Rights Shares
Use of CPF Funds
PRINCIPAL TERMS OF THE RIGHTS ISSUE

who wish to accept the provisional allotments of Rights Shares and (if applicable) apply for Excess Rights Shares using their CPF Funds will need to instruct their respective CPF Approved Banks where they hold their CPF Investment Accounts, to accept and (if applicable) apply for the Rights Shares on their behalf. CPF Funds may not, however, be used for the purchase of the provisional allotments of Rights Shares directly from the market. Such CPF members who wish to accept and/or apply for the Rights Shares and/or Excess Rights Shares using CPF Funds should ensure that there are sufficient funds in their respective CPF accounts before instructing their respective CPF Approved Banks to accept and (if applicable) apply for the Rights Shares and/or Excess Rights Shares on their behalf. In the event that such CPF member has insufficient CPF Funds available for his acceptance and/or application, he may top-up his CPF Investment Account to the required amount with cash. CPF members should also note that CPF Funds cannot be used for the payment of Rights Shares and/or Excess Rights Shares if they submit their acceptances and/or applications directly to CDP and/or through the ATMs of the Participating Banks. Any such acceptance and/or application purporting to use CPF Funds for the payment of Rights Shares and/or Excess Rights Shares will be rejected. Non-underwritten : The Rights Issue is not underwritten. The Company has received an Irrevocable Undertaking from each of the Undertaking Shareholders to (i) subscribe and/or procure the subscription for his/her provisional allotment of the Rights Shares and (ii) make excess applications and/or procure the excess applications will be made for the Excess Rights Shares based on each of his/her proportional shareholding to that of the other Undertaking Shareholder. Please refer to Part X (Additional Information Required for Offer of Securities by way of Rights Issue) of this Offer Information Statement for further details. Laws of the Republic of Singapore.
Governing Law
14
EXPECTED TIMETABLE OF KEY EVENTS

Shares trade ex-rights Books Closure Date Despatch of Offer Information Statement, the ARE and the PAL (as the case may be) to Entitled Shareholders Commencement of trading of nil-paid Rights Shares Last day for trading of nil-paid Rights Shares Last date and time for splitting Rights Shares Last date and time for acceptance, application and payment for Rights Shares Last date and time for renunciation and payment for Rights Shares Last date and time for application and payment for Excess Rights Shares Expected date for issuance of Rights Shares Expected date for the listing and commencement of trading of Rights Shares : : : 20 December 2010 at 9.00 a.m. 22 December 2010 at 5.00 p.m. 27 December 2010
: : : :
27 December 2010 from 9.00 a.m. 4 January 2011 at 5.00 p.m. 4 January 2011 at 5.00 p.m. 10 January 2011 at 5.00 p.m. (9.30 p.m. for Electronic Applications) 10 January 2011 at 5.00 p.m.
10 January 2011 at 5.00 p.m. (9.30 p.m. for Electronic Applications) 18 January 2011 19 January 2011
: :
As at the Latest Practicable Date, the Company does not expect the above timetable to be modified. However, the Company may, with the approval of the SGX-ST, modify the timetable subject to any limitations under any applicable laws. In that event, the Company will publicly announce the changes to the above timetable through a SGXNET announcement to be posted on the Internet at the SGX-STs website http://www.sgx.com.
15
TRADING
1. LISTING OF AND QUOTATION FOR RIGHTS SHARES Approval in-principle has been obtained from the SGX-ST on 24 November 2010 for the listing of and quotation for the Rights Shares on the Official List of the SGX-ST, subject to certain conditions. The approval in-principle of the SGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries, the Shares, the Rights Issue or the Rights Shares. Upon listing of and quotation for the Rights Shares on the Official List of the SGX-ST, the Rights Shares, when issued, will be traded under the book-entry (scripless) settlement system. All dealings in, and transactions (including transfers) of the Rights Shares effected through the SGX-ST and/ or CDP shall be made in accordance with CDPs Terms and Conditions for Operation of Securities Accounts with CDP, as the same may be amended from time to time. Copies of the above are available from CDP. 2. ARRANGEMENTS FOR SCRIPLESS TRADING Entitled Scripholders and their renouncees who wish to accept the Rights Shares provisionally allotted to them and (if applicable) apply for Excess Rights Shares, and who wish to trade the Rights Shares issued to them on the SGX-ST under the book entry (scripless) settlement system, should open and maintain Securities Accounts with CDP in their own names if they do not already maintain such Securities Accounts in order that the number of Rights Shares and, if applicable, the Excess Rights Shares that may be allotted to them may be credited by CDP into their Securities Accounts. Entitled Scripholders and their renouncees who wish to accept and/or apply for the Rights Shares and have their Rights Shares credited into their Securities Accounts must fill in their Securities Account numbers and/or National Registration Identity Card (NRIC)/passport numbers (for individuals) or registration numbers (for corporations) in the relevant forms comprised in the PAL. Entitled Scripholders and their renouncees who fail to fill in their Securities Account numbers and/or NRIC/passport numbers or registration numbers (for corporations) or who provide incorrect or invalid Securities Account numbers and/or NRIC/passport numbers or registration numbers (for corporations) or whose particulars provided in the forms comprised in the PAL differ from those particulars in their Securities Accounts currently maintained with CDP, will be issued physical share certificates in their own names for the Rights Shares and if applicable, the Excess Rights Shares allotted to them. Such physical share certificates, if issued, will not be valid for delivery pursuant to trades done on the SGX-ST under the book entry (scripless) settlement system, although they will continue to be prima facie evidence of legal title. If an Entitled Scripholders address stated in the PAL is different from his address registered with the Share Registrar, he must inform the Share Registrar of his updated address promptly, failing which the notification letter on successful allotment and other correspondence will be sent to his address last registered with the Share Registrar. A holder of physical share certificate(s) of the Company or an Entitled Scripholder who has not deposited his share certificate(s) with CDP but wishes to trade on the SGX-ST, must deposit his share certificate(s) with CDP, together with the duly stamped and executed instrument(s) of transfer in favour of CDP, pay the applicable fees and have his Securities Account credited with the number of Rights Shares or existing Shares, as the case may be, before he can affect the desired trade. 3. TRADING OF ODD LOTS All fractional entitlements to the Rights Shares have been disregarded in arriving at the entitlements of the Entitled Shareholders and will, together with entitlements not allotted or taken up for any reason, be aggregated and issued to satisfy applications, if any, for Excess Rights Shares or otherwise disposed of or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. Shareholders should note that the Shares are quoted on the SGX-ST in board lot sizes of 1,000 Shares. Following the Rights Issue, Shareholders who hold odd lots of the Rights Shares (i.e. less than 1,000 Shares) and who wish to trade in odd lots should note that the unit share market of the SGX-ST has been set up to allow trading of odd lots.
16
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Information Statement, statements made in public announcements, press releases and oral statements that may be made by the Company or its officers, Directors or employees acting on its behalf, that are not statements of historical fact, constitute forward-looking statements. Some of these statements can be identified by words that have a bias towards the future or, are, forward-looking such as anticipate, believe, could, estimate, expect, forecast, if, intend, may, plan, possible, probable, project, should, will and would or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding the Groups expected financial position, business strategy, plans and future prospects of the Groups industry are forward-looking statements. These forward-looking statements, including statements as to the Groups revenue and profitability, prospects, future plans and other matters discussed in this Offer Information Statement regarding matters that are not historical facts, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Groups actual, future results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. Given the risks and uncertainties that may cause the Groups actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Offer Information Statement, undue reliance must not be placed on these statements. The Groups actual results may differ materially from those anticipated in these forward-looking statements. Neither the Company nor any other person represents or warrants that the Groups actual future results, performance or achievements will be as discussed in those forward-looking statements. Further, the Company disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances for any reason, even if new information becomes available or other events occur in the future. However, the Company may make an announcement to the SGX-ST and, if required, lodge a supplementary or replacement document with the Authority in the event, inter alia, that it becomes aware of a new development, event or circumstance that has arisen since the lodgment of this Offer Information Statement with the Authority, but before the Closing Date of the Rights Issue and that is materially adverse from the point of view of an investor or required to be disclosed pursuant to law and/ or the SGX-ST. The Company is also subject to the provisions of the Listing Manual regarding corporate disclosure.
17
TAKE OVER LIMITS

The Code regulates the acquisition of ordinary shares of public companies, including the Company. Unless exempted, any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30% or more of the voting rights in the Company or if such person holds, either on his own or together with parties acting in concert with him, between 30% to 50% (both inclusive) of the voting rights in the Company, and acquires additional Shares representing more than one per cent. (1%) in the Company in any six-month period, must extend a take-over offer for the remaining Shares in the Company in accordance with the provisions of the Code. The Undertaking Shareholders, namely, Mr Koh Wee Seng and Mdm Tan Su Lan, are parties acting in concert for the purposes of the Code. Each of the Undertaking Shareholders has irrevocably undertaken to subscribe and/or procure subscription and payment for his/her respective Rights Shares entitlements under the Rights Issue. As at the Latest Practicable Date, the Undertaking Shareholders collectively hold direct interests of 57,588,300 Shares representing approximately 16.46% of the Shares of the Company and together with parties acting in concert with them, collectively hold direct interests of 308,664,300 Shares representing approximately 88.25% of the Shares of the Company. Accordingly, the Undertaking Shareholders and parties acting in concert with them would not incur a mandatory general offer obligation under the Code regardless of the level of subscription for the Rights Issue. Shareholders who are in doubt as to their obligations, if any, to make a mandatory take-over offer under the Code as a result of any acquisition of Rights Shares pursuant to the Rights Issue should consult the Securities Industry Council and/or their professional advisers.
18
SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES (OFFER OF INVESTMENTS) (SHARES AND DEBENTURES) REGULATIONS 2005
PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS Directors 1. Provide the names and addresses of the directors or equivalent persons of the Company. Name of Director Koh Wee Seng Address 10 St Heliers Avenue Serangoon Garden Estate Singapore 555807 30 Recreation Lane Singapore 546581 10 Alnwick Road Serangoon Garden Estate Singapore 559964 10 St Heliers Avenue Serangoon Garden Estate Singapore 555807 134 Hillview Avenue #08-05 Hilltop Grove Singapore 669619 5 Jalan Bahasa Capitol Park Singapore 299261
Koh Lee Hwee
Ko Lee Meng
Tan Su Lan
Wong Soon Yum
Kau Jee Chu
Advisers 2. Provide the names and addresses of (a) (b) (c) the issue manager to the offer, if any; the underwriter to the offer, if any; and the legal adviser for or in relation to the offer, if any. : : : None Not applicable as the Rights Issue is not underwritten Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542
Issue Manager Underwriter Legal Adviser
19
Registrars and Agents 3. Provide the names and addresses of the relevant entitys registrars, transfer agents and receiving bankers for the securities being offered, where applicable. Name Registrar B.A.C.S. Private Limited Address 63 Cantonment Road Singapore 089758 Not applicable 80 Raffles Place UOB Plaza 1 Singapore 048624
Transfer Agent Receiving Bankers
Not applicable United Overseas Bank Limited
Part III: OFFER STATISTICS AND TIMETABLE Offer Statistics 1. For each method of offer, state the number of the securities being offered. Method of Offer Rights Issue : : Renounceable non-underwritten rights issue of Rights Shares Based on the issued share capital of the Company of 349,765,797 Shares (excluding 1,812,000 treasury shares) as at the Latest Practicable Date, 69,953,160 Rights Shares will be issued under the Rights Issue.
Method and Timetable 2. Provide the information referred to in paragraphs 3 to 7 of this Part to the extent applicable to (a) (b) the offer procedure; and where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors.
Please see paragraphs 3 to 7. 3. State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of lodgment of the offer information statement, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure of the offer period shall be made public.
20
Details of the offer procedure for the Rights Issue are set out below: Offer Period: : Please refer to the section entitled Expected Timetable of Key Events in this Offer Information Statement. The Rights Issue is made on a renounceable basis to Entitled Shareholders on the basis of one (1) Rights Share for every five (5) existing Shares held by, or standing to the credit of the Securities Accounts of Entitled Shareholders, as the case may be, as at the Books Closure Date, fractional entitlements to be disregarded The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/or sales of applications submitted the provisional allotments of the Rights Shares and for the applications for Excess Rights Shares, including the modes of acceptance or application and payment are contained in Appendices I, II and III to this Offer Information Statement and in the PAL, the ARE and the ARS As at the Latest Practicable Date, the Company does not expect the timetable under the section entitled Expected Timetable of Key Events of this Offer Information Statement to be modified. However, the Company may, with the approval of the SGX-ST, modify the timetable subject to any limitations under any applicable laws. In that event, the Company will publicly announce the changes to the timetable through a SGXNET announcement to be posted on the Internet at the SGX-STs website http://www.sgx.com
Basis of Provisional Allotment
Name and address of person to whom purchase or subscription applications submitted
Circumstances under which the offer period may be modified
4.
State the method and time limit for paying up for the securities and, where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid. The Rights Shares will be payable in full upon acceptance and/or application. Please refer to Appendices I, II and III to this Offer Information Statement for details of the procedures for acceptance and/or application of, and payment for, the Rights Shares and/or the Excess Rights Shares under the Rights Issue. Please also refer to the section entitled Expected Timetable of Key Events of this Offer Information Statement for the last time and date for payment for the Rights Shares and, if applicable, Excess Rights Shares.
5.
State, where applicable, the methods of and time limits for:(a) the delivery of the documents evidencing title to the securities being offered (including temporary documents of title, if applicable) to subscriber or purchasers; and the book-entry transfers of the securities being offered in favour of subscriber or purchaser.
(b)
The Rights Shares will be provisionally allotted to the Entitled Shareholders on or about 24 December 2010 by crediting the provisional allotments into the Securities Accounts of the respective Entitled Depositors or through the despatch of the relevant PALs to the Entitled Scripholders.
21
In the case of Entitled Scripholders and their renouncees with valid acceptances and successful applications for Rights Shares and who have, inter alia, failed to furnish or furnished incorrect or invalid Securities Account numbers in the relevant form comprised in the PAL, share certificate(s) representing such number of Rights Shares will be sent to such Entitled Shareholders by registered post, at their own risk, to their mailing addresses in Singapore as maintained with the Share Registrar within 10 Market Days after the Closing Date. In the case of Entitled Depositors and Entitled Scripholders and their renouncees (who have furnished valid Securities Account numbers in the relevant form comprised in the PAL) with valid acceptances and successful applications for Rights Shares, share certificates representing such number of Rights Shares will be sent to CDP within 10 Market Days after the Closing Date and CDP will thereafter credit such number of Rights Shares to their relevant Securities Accounts. CDP will then send a notification letter to the relevant subscribers stating the number of Rights Shares credited to their Securities Accounts. 6. In the case of any pre-emptive rights to subscribe for or purchase the securities being offered, state the procedure for the exercise of any right of pre-emption, the negotiability of such rights and the treatment of such rights which are not exercised. None of the Shareholders has pre-emptive rights to subscribe for the Rights Shares. 7. Provide a full description of the manner in which results of the allotment or allocation of the securities are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid). Results of the Rights Issue As soon as practicable after the Closing Date, the Company will announce the results of the Rights Issue through a SGXNET announcement which will be posted at the SGX-ST website http://www. sgx.com. Manner of Refund When any acceptance for Rights Shares and/or excess application is invalid or unsuccessful, the amount paid on acceptance and/or application will be returned or refunded to such applicants without interest or any share of revenue or other benefit arising therefrom within 14 days after the Closing Date: (i) in respect of Entitled Depositors, by crediting their accounts with the relevant Participating Banks at their own risk (if they accept by way of an Electronic Application), the receipt by such bank being a good discharge to the Company and CDP of their obligations (if any) or by means of a crossed cheque drawn on a bank in Singapore and sent to them by ordinary post and at their own risk to their mailing addresses in Singapore as maintained with CDP or in such other manner as they may have agreed with CDP for the payment of any cash distributions; or in respect of Entitled Scripholders, by means of a crossed cheque drawn on a bank in Singapore and sent to them by ordinary post and at their own risk to their mailing addresses in Singapore as maintained with the Share Registrar.
(ii)
Please refer to Appendices I, II and III of this Offer Information Statement for further details of refunding excess amounts paid by applicants.
22
PART IV: KEY INFORMATION Use of Proceeds from Offer and Expenses Incurred 1. In the same section, provide the information set out in paragraphs 2 to 7 of this Part. Please see below. 2. Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (referred to in this paragraph and paragraph 3 of this Part as the net proceeds). Where only a part of the net proceeds will go to the relevant entity, indicate the amount of the net proceeds that will be raised by the relevant entity. If none of the proceeds will go to the relevant entity, provide a statement of that fact. The estimated expenses of the Rights Issue are expected to be approximately S$0.2 million. Assuming that the Rights Issue is fully subscribed, the estimated net proceeds from the Rights Issue (Net Proceeds) are expected to be approximately S$14.5 million after deducting estimated expenses of the Rights Issue. All Net Proceeds from the Rights Issue will go to the Company for allocation to the principal intended uses set out in paragraph 3 of Part IV of this Offer Information Statement. 3. Disclose how the net proceeds raised by the relevant entity from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount which, in the reasonable opinion of the directors or equivalent persons of the relevant entity, must be raised by the offer of securities. The Company intends to utilise the Net Proceeds to finance the Groups business expansion as well as for general working capital of the Group. Pending the deployment of the Net Proceeds, these proceeds may be deposited with banks and/ or financial institutions, invested in short-term money markets and/or marketable securities, as the Directors may deem appropriate in the interests of the Company and its subsidiaries. The Rights Issue is not underwritten. In the reasonable opinion of the Directors, no minimum amount must be raised by the Rights Issue. 4. For each dollar of the proceeds from the offer that will be raised by the relevant entity, state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer. On the basis of full subscription of all the Rights Shares, which will raise gross proceeds of approximately S$14.7 million, each dollar of the proceeds from the Rights Issue will be utilised in the following approximate proportions:
23
As a percentage of gross proceeds raised from the Rights Issue (%)
Use of proceeds Financing the Groups business expansion and general working capital Estimated expenses incurred in connection with the Rights Issue 5.
98.6 1.4
If any of the proceeds to be raised by the relevant entity will be used, directly or indirectly, to acquire or refinance the acquisition of an asset other than in the ordinary course of business, briefly describe the asset and state its purchase price. If the asset has been or will be acquired from an interested person of the relevant entity, identify the interested person and state how the cost to the relevant entity is or will be determined. The Net Proceeds from the Rights Issue will not be used, directly or indirectly, to acquire or refinance the acquisition of an asset other than in the ordinary course of business.
6.
If any of the proceeds to be raised by the relevant entity will be used to finance or refinance the acquisition of another business, briefly describe the business and give information on the status of the acquisition. The Net Proceeds from the Rights Issue will not be used to finance or refinance the acquisition of another business.
7.
If any material part of the proceeds to be raised by the relevant entity will be used to discharge, reduce or retire the indebtedness of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put. The Net Proceeds from the Rights Issue will not be used to discharge, reduce or retire the indebtedness of the Group.
8.
In the section containing the information referred to in paragraphs 2 to 7 of this Part or in an adjoining section, disclose the amount of discount or commission agreed upon between the underwriters or other placement or selling agents in relation to the offer and the person making the offer. If it is not possible to state the amount of discount or commission, the method by which it is to be determined must be explained. The Rights Issue is not underwritten and no placement or selling agents have been appointed in relation to the Rights Issue.
24
Information on the Relevant Entity 9. (a) the address and telephone and facsimile numbers of the relevant entitys registered office and principal place of business (if different from those of its registered office); Registered address : 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 55 Ubi Avenue 1 #07-11 Ubi 55 Building Singapore 408935 6281 4218 6841 8741
Principal place of business
Telephone Facsimile 9. (b)
: :
The nature of the operations and principal activities of the relevant entity or, if it is the holding company or holding entity of a group, of the group;
As at the date of this Offer Information Statement, the Group has three (3) main businesses: (i) Jewellery Retail Business since the incorporation of the Company in 1970, the Group has expanded from a retailer of gold jewellery to a retailer of contemporary jewellery under its four (4) established jewellery brands namely, Aspial, Lee Hwa Jewellery, Goldheart Jewelry and CITIGEMS. As at the date of this Offer Document, the Group owns an aggregate of 83 jewellery shops spanned across Singapore; Property Development Business the Group engages mainly in the development of residential real estate, focusing primarily on small to medium sized apartment projects. Since the commencement of this business segment in 1999, the Group has successfully developed, marketed and managed over 19 landed and apartment projects; and Financial Services Business in the pawnbroking industry the Group ventured into this business segment in 2009 and obtained its first pawnbroking licence on 16 February 2009. To-date, the Group has 17 pawnshops spanned across Singapore.
(ii)
(iii)
As at the Latest Practicable Date, the subsidiaries of the Company and their principal activities are as follows: Effective equity interest held by the Group (%)
Name of company Held by the Company Aspial International Pte Ltd
Country of incorporation
Principal activities
Singapore
Jewellery wholesaling and exporting Property development Jewellery manufacturing (dormant)
100
World Class Land Pte Ltd Gold Purple Pte Ltd
Singapore Singapore
90 100
25
Effective equity interest held by the Group (%) 70
Name of company Belgium Singapore Diamond Corporate Pte Ltd Aspial-Lee Hwa Jewellery Singapore Pte Ltd World Class Financial Services Pte Ltd World Financial Property Pte Ltd Held through subsidiaries
Country of incorporation Singapore
Principal activities Diamond trading (dormant) Jewellery trading and manufacturing Investment holding
Singapore
100
Singapore
100
Singapore
Real estate activities
100
Aspial-Lee Hwa Jewellery Singapore Pte Ltd Citigems Pte Ltd Aspial-Lee Hwa Jewellery Pte Ltd Goldheart Jewelry Pte Ltd L&N Jewellery Pte Ltd Singapore Singapore Singapore Singapore Jewellery retailing Jewellery retailing Jewellery retailing Jewellery wholesaling and retailing 49 100 100 100
Aspial International Pte Ltd BU2 Services Pte Ltd World Class Land Pte Ltd Advance Property Pte Ltd World Class Property Pte Ltd World Class Capital Pte Ltd World Class Developments Pte Ltd Advance Property Pte Ltd Headway Construction Pte Ltd Singapore Building construction and contractors Property management 100 Singapore Singapore Singapore Singapore Investment holding Property development Property development Property development 100 100 80 100 Singapore Investment holding 100
Dynamic Project Management Services Pte Ltd
Singapore
100
26
Effective equity interest held by the Group (%)
Name of company World Class Capital Pte Ltd World Class Capital (LN) Pte Ltd World Class Property Pte Ltd World Class Property (Eastcoast) Pte Ltd (formerly known as World Class Venture Pte Ltd) World Class Investments Pte Ltd (formerly known as World Class Industrial Property Pte Ltd) World Class Property (Dunearn) Pte Ltd World Class Property (North) Pte Ltd World Class Property (Central) Pte Ltd World Class Property (Telok Kurau) Pte Ltd World Class Developments Pte Ltd World Class Developments (Bedok) Pte Ltd World Class Developments (Central) Pte Ltd World Class Financial Services Pte Ltd Maxi-Cash Group Pte Ltd
Country of incorporation
Principal activities
Singapore
Property development
100
Singapore
100
Singapore
Property investment
100
Singapore
100
Singapore Singapore Singapore
Property development Property development Property development
100 100 100
Singapore
80
Singapore
100
Singapore
Pawn brokerage and investment holding Jewellery retailing Jewellery retailing
100
GNG Group Pte Ltd Gold N Gems Pte Ltd Maxi-Cash Group Pte Ltd Maxi-Cash (North) Pte Ltd (formerly known as Maxi-Cash (Central 1) Pte Ltd)
Singapore Singapore
100 100
Singapore
Pawn brokerage
100
27
Effective equity interest held by the Group (%) 100 100 100 70 100 100
Name of company Maxi-Cash (East) Pte Ltd Maxi-Cash (Central) Pte Ltd Maxi-Cash (West) Pte Ltd Maxi-Cash (Clementi) Pte Ltd Maxi-Cash Capital Pte Ltd Maxi-Cash Assets Pte Ltd 9. (c)
Country of incorporation Singapore Singapore Singapore Singapore Singapore Singapore
Principal activities Pawn brokerage Pawn brokerage Pawn brokerage Pawn brokerage Pawn brokerage Pawn brokerage
the general development of the business from the beginning of the period comprising the 3 most recent completed financial years to the latest practicable date, indicating any material change in the affairs of the relevant entity or the group, as the case may be, since (i) the end of the most recent completed financial year for which financial statements of the relevant entity have been published; or the end of any subsequent period covered by interim financial statements, if interim financial statements have been published;
(ii)
General developments in FY2007 On 2 March 2007, the Company announced that it entered into agreements to sell 10% of its shareholdings in its wholly-owned subsidiary, World Class Land Pte Ltd, to the directors of World Class Land Pte Ltd for a consideration of S$1,675,000. On 2 August 2007, the Company announced that its subsidiary, World Class Land Pte Ltd (80%) had entered into a joint venture with Mdm Tan Su Kiok (10%), Mdm Sia Li Wei Jolie (5%) and Mr Ong Zhen Yuan (5%) to establish a joint venture company, World Class Capital Pte Ltd, with an issued and paid up share capital of S$8,000,000. Mr Ong Zhen Yuan and Mdm Sia Li Wei Jolie are the son-in-law and daughter of Mdm Tan Su Kiok respectively. Mdm Tan Su Kiok is the sister of Mdm Tan Su Lan, a Director of the Company. The objective of the said joint venture was to invest in residential property development. During FY2007, the Group acquired a total of five (5) pieces of land for development amounting to about S$75.3 million. Details of the sites are as follows: Entity World Class Land Pte Ltd Property location 59/61 Lorong G Telok Kurau 78/78A Lorong K Telok Kurau 80 Lorong K Telok Kurau Purchase price Land tenure S$10,880,000 Freehold Land area (sq m) Planned project 2,341 Apartment Units
S$12,160,000
Freehold
2,302
Apartment Units
S$5,318,000
Freehold
1,033
Apartment Units
28
Land area (sq m) Planned project 1,750 Apartment Units
Entity World Class Capital Pte Ltd
Property location 109/111 Dorset Road 127/127A/129/129A Lorong L Telok Kurau
Purchase price Land tenure S$12,950,000 Freehold
S$34,137,000
Freehold
6,994
Condominiums
General developments in FY2008 The Company undertook a bonus issue (the Bonus Issue) of 234,083,198 new Shares to be issued on the basis of two (2) bonus shares credited as fully paid for every one (1) existing Share held by the Shareholders as at the books closure date. The said bonus shares are listed and quoted on the Official List of the SGX-ST with effect from 9.00 a.m. on 9 May 2008. During FY2008, the Group incorporated the following subsidiaries as part of its business expansion: Issued and paid up share capital as at the Latest Practicable Date S$30,000,000
Subsidiary World Class Financial Services Pte Ltd World Class Property (Eastcoast) Pte Ltd (formerly known as World Class Venture Pte Ltd) World Class Capital (LN) Pte Ltd
Date of incorporation 10 April 2008
Principal activity Investment holding
Held by The Company
8 July 2008
S$1,000,000
World Class Property Pte Ltd
12 August 2008
S$1,000,000
World Class Capital Pte Ltd
15 October 2008 World Class Investments Pte. Ltd. (formerly known as World Class Industrial Property Pte Ltd Advance Property Pte Ltd Headway Construction Pte Ltd 15 October 2008
S$1,000
S$350,000
Investment holding World Class Land Pte Ltd Building construction and contractors Advance Property Pte Ltd
12 November 2008
S$1,000
29
Issued and paid up share capital as at the Latest Practicable Date S$1,000
Subsidiary World Financial Property Pte Ltd Maxi Cash Group Pte Ltd
Date of incorporation 30 October 2008
Principal activity Real estate activities Pawn brokerage and investment holding Pawn brokerage
Held by The Company
15 April 2008
S$25,000,000
World Class Financial Services Pte Ltd Maxi-Cash Group Pte Ltd
Maxi-Cash (North) Pte Ltd (formerly known as Maxi Cash (Central 1) Pte Ltd Maxi-Cash (East) Pte Ltd (formerly known as Maxi-Cash (Central 2) Pte Ltd) Maxi-Cash (Central) Pte Ltd Maxi-Cash (West) Pte Ltd
18 April 2008
S$10,000,000
23 July 2008
S$5,000,000
Pawn brokerage
Maxi-Cash Group Pte Ltd
30 October 2008
S$7,500,000
Pawn brokerage
Maxi-Cash Group Pte Ltd Maxi-Cash Group Pte Ltd
15 October 2008
S$5,000,000
Pawn brokerage
The Group acquired the following plot of land at S$15.9 million for development: Entity World Class Capital (LN) Pte Ltd Property location 38 Lorong N Telok Kurau Purchase price Land tenure S$15,892,000 Freehold Land area (sq m) 2,393 Planned project Apartment units
General developments in FY2009 On 16 February 2009, the Group, through Maxi-Cash (North) Pte Ltd (formerly known as MaxiCash (Central 1) Pte Ltd) (MCN), obtained its first pawnbroking licence. MCN is a wholly-owned subsidiary of Maxi-Cash Group Pte Ltd, a wholly-owned subsidiary of World Class Financial Services Pte Ltd which is in turn a wholly-owned subsidiary of the Company. To further the new pawnbroking business of the Group, the Company through its subsidiary, MaxiCash Group Pte Ltd, set up a joint venture company known as Maxi-Cash (Clementi) Pte Ltd with Mr Ong Zhen Yuan and Mdm Sia Li Wei Jolie (the JV Partners) on 16 July 2009. Mr Ong Zhen Yuan and Mdm Sia Li Wei Jolie are the son-in-law and daughter of Mdm Tan Su Kiok respectively. Mdm Tan Su Kiok is the sister of Mdm Tan Su Lan, a Director of the Company. Maxi-Cash Group Pte Ltd holds 70% shareholding interest in the capital of Maxi-Cash (Clementi) Pte Ltd while the JV Partners hold the remaining 30% shareholding interest.
30
During FY2009, the Group expanded its new Financial Services Business in the pawnbroking industry from two (2) pawnshops in the first quarter of FY2009 to 11 pawnshops by December 2009. In FY2009, the Group invested a total of S$13.3 million in five (5) residential units at The Oceanfront, Sentosa. As at the Latest Practicable Date, the Group has sold all these units. During FY2009, the Group incorporated the following subsidiaries: Issued and paid up share capital as at the Latest Practicable Date S$1,000,000
Subsidiary Gold n Gems Pte Ltd
Date of incorporation 7 January 2009
Principal activity Jewellery retailing
Held by World Class Financial Services Pte Ltd World Class Financial Services Pte Ltd Maxi-Cash Group Pte Ltd
GnG Group Pte Ltd
2 March 2009
S$1,000,000
Jewellery retailing
Maxi-Cash (Clementi) Pte Ltd World Class Property (Dunearn) Pte Ltd (formerly known as World Class Property (H1) Pte Ltd) World Class Property (North) Pte Ltd World Class Property (Central) Pte Ltd World Class Property (Telok Kurau) Pte Ltd
16 July 2009
S$2,000,000
Pawn brokerage
12 May 2009
S$1,000,000
5 August 2009
S$2,000,000
27 July 2009
S$1,000,000
27 July 2009
S$1,000,000
The Group obtained the TOP for five (5) of its projects during FY2009, namely, the 40-unit The Espira, 30-unit Espira Spring, 16-unit Espira Residence, 79-unit Blu Coral and 29-unit Vogx. During FY2009, the Group also acquired a total of nine (9) plots of land for development amounting to about S$93 million. The Group plans to build about 380 residential and commercial units at the sites. Details of the sites are as follows:
31
Land area (sq m) Planned project 1,000.8 Apartment Units
Entity World Class Property (Telok Kurau) Pte Ltd
Property location 29 and 31 Lorong Melayu, 26C Lorong Marzuki
Purchase price Land tenure S$8,129,000 Freehold
92 Lorong G, 99A Lorong H Telok Kurau 49 Lorong Melayu World Class Property (Centre) Pte Ltd World Class Capital (LN) Pte Ltd World Class Property (Eastcoast) Pte Ltd Lot 99039A and Lot 99011A MK17 at Cavan Road
S$13,550,000
Freehold
1,846.5
Apartment Units
S$3,565,000 S$10,417,000
Freehold Freehold
719 759
Apartment Units Commercial and Apartment Units
246 Tembeling Road
S$7,238,000
Freehold
887
Apartment Units
Lot 99394N MK26 at Joo Chiat /Onan Road Lot 95149V MK26 at East Coast Road
S$25,630,000
Freehold
3,293
Commercial and Apartment Units
S$10,618,000
Freehold
2,212
Apartment Units
World Class 23 Glasgrow Road Property (North) Pte Ltd World Class 404 Dunearn Road Property (Dunearn) Pte Ltd General developments in 3Q2010
S$6,800,000 999 leasehold
1,294
Apartment Units
S$6,900,000
Freehold
1,043
Apartment Units
In February 2010, the Group obtained the TOP for the 40-unit Palm Galleria. On 1 April 2010, the Company entered into a sale and purchase agreement to sell its investment property located at 17 Jalan Mesin, Singapore 368816, for a consideration of S$7,868,888. The said sale was completed on 24 June 2010. In 3Q2010, the Group acquired two (2) pieces of land for development amounting to about S$60,455,000. Details of the sites are as follows: Entity Property location Purchase price Land tenure Freehold Land area (sq m) Planned project 5,729 Commercial and Apartment Units
World Class Lot 5230K MK27 at S$54,300,000 Developments Bedok Road (Bedok) Pte Ltd 32
Land area (sq m) Planned project 872 A terrace house at 45 Truro Road and a block of residential apartments at 49 and 51 Truro Road
Entity World Class Property (Central) Pte Ltd
Property location Purchase price Land tenure 45, 49 and 51 Truro Road S$6,155,000 Freehold
From the plots of land acquired in FY2009, the Group has successfully launched the following projects: Project Glasgow Residence Tembeling Residence Dunearn Suites Espira Suites Type Residential apartments Residential apartments Residential apartments Residential apartments Units 31 19 26 46 Launch January 2010 February 2010 April 2010 September 2010 Units launched 31 19 26 46
Material changes between 1 October 2010 and the Latest Practicable Date Save as disclosed in this Offer Information Statement and in public announcements released by the Company, there has been no material change to the affairs of the Group during the period from 1 October 2010 to the Latest Practicable Date. 9. (d) the equity capital and the loan capital of the relevant entity as at the latest practicable date, showing (i) (ii) in the case of the equity capital, the issued capital; or in the case of the loan capital, the total amount of the debentures issued and outstanding, together with the rate of interest payable thereon; : : S$28,141,307 divided into 351,577,797 Shares Nil
Issued and paid-up capital Loan capital 9. (e) where (i)
the relevant entity is a corporation, the number of shares of the relevant entity owned by each substantial shareholder as at the latest practicable date; or the relevant entity is not a corporation, the amount of equity interests in the relevant entity owned by each substantial interest-holder as at the latest practicable date;
(ii)
33
As at the Latest Practicable Date, the interest of Directors in the Company and of Substantial Shareholders of the Company are as follows: Direct Interest No. of Shares % Directors Koh Wee Seng(1) Ko Lee Meng(1) Koh Lee Hwee(1) Tan Su Lan(1) Wong Soon Yum Kau Jee Chu Deemed or Indirect Interest No. of Shares % Total Interest No. of Shares %
44,466,400 7,454,700 6,450,300 13,121,900
12.71 2.13 1.84 3.75
209,875,500 3,392,400 214,209,600
60.00 0.97 61.25
254,341,900 7,454,700 9,842,700 227,331,500
72.72 2.13 2.81 65.00
Substantial Shareholders MLHS Holdings Pte Ltd(2),(3) 208,873,500 Koh Chong Him @ Ko Chong Sung(1) 5,336,100 Lim Kwee Hua(1) 1,002,000 Other Shareholders Koh Wee Meng(1) Tan Su Kiok(1) or Sia Li Wei Jolie Ng Sheng Tiong(1)
Notes: (1)
59.72 1.53 0.29
13,121,900 44,466,400
3.75 12.71
208,873,500 18,458,000 45,468,400
59.72 5.28 13.00
15,985,000 2,582,000 3,392,400
4.57 0.74 0.97
6,450,300
1.84
15,985,000 2,582,000 9,842,700
4.57 0.74 2.81
Mr Koh Chong Him @ Ko Chong Sung is the spouse of Mdm Tan Su Lan. Messrs Koh Wee Seng, Ko Lee Meng, Koh Lee Hwee and Koh Wee Meng are their children. Mr Ng Sheng Tiong is the spouse of Ms Koh Lee Hwee and Ms Lim Kwee Hua is the spouse of Mr Koh Wee Seng. Mdm Tan Su Kiok is the sister of Mdm Tan Su Lan. MLHS is a private limited company incorporated in Singapore on 14 January 1994. MLHS is an investment holding company. The substantial shareholders of MLHS are Mr Koh Wee Seng (30%), Ms Ko Lee Meng (15%), Ms Koh Lee Hwee (15%), Mdm Tan Su Lan (29%) and Mr Koh Chong Him @ Ko Chong Sung (11%). The directors of the Company are Mr Koh Wee Seng, Ms Ko Lee Meng, Mr Koh Wee Meng, Ms Koh Lee Hwee, Mdm Tan Su Lan and Mr Koh Chong Hin @ Ko Chong Sung. MLHSs direct interest is derived from the 175,273,500 Shares held in its name and 33,600,000 Shares held in the name of Hong Leong Finance Nominees Pte Ltd.
(2)
(3)
9.
(f)
Any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgment of the offer information statement, a material effect on the financial position or profitability of the relevant entity or, where the relevant entity is a holding company or holding entity of a group, of the group;
As at the Latest Practicable Date, the Directors are not aware of any legal or arbitration proceedings to which the Company or any of its subsidiaries is a party, including those which are pending or known to be contemplated, which may have or would have had in the twelve (12) months prior to the date of lodgement of this Offer Information Statement, a material effect on the financial position or profitability of the Group.
34
9. (g) Where any securities or equity interests of the relevant entity have been issued within the 12 months immediately preceding the latest practicable date (i) if the securities or equity interests have been issued for cash, state the prices at which the securities have been issued and the number of securities or equity interests issued at each price; or if the securities or equity interests have been issued for services, state the nature and value of the services and give the name and address of the person who received the securities or equity interests; and
(ii)
800,000 Shares were issued pursuant to share awards granted to the employees of the Company pursuant to the Aspial Share Award Scheme. 9. (h) A summary of each material contract, other than a contract entered into in the ordinary course of business, to which the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any member of the group is a party, for the period of 2 years immediately preceding the date of lodgment of the offer information statement, including the parties to the contract, the date and general nature of the contract, and the amount of any consideration passing to or from the relevant entity or any other member of the group, as the case may be.
The Group has not entered into any material contract not being contracts entered into in the ordinary course of business within the two (2) preceding years before the lodgment of this Offer Information Statement. PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS Operating Results 1. Provide selected data from (a) the audited income statement of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the audited consolidated income statement of the relevant entity or the audited combined income statement of the group, for each financial year (being one of the 3 most recent completed financial years) for which that statement has been published; and any interim income statement of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any interim consolidated income statement of the relevant entity or interim combined income statement of the group, for any subsequent period for which that statement has been published.
(b)
Noted. 2. The data referred to in paragraph 1 of this Part shall include the line items in the audited income statement, audited consolidated income statement, audited combined income statement, interim income statement, interim consolidated income statement or interim combined income statement, as the case may be, and shall in addition include the following items: (a) dividends declared per share in both the currency of the financial statements and the Singapore currency, including the formula used for any adjustment to dividends declared;
35
(b) (c) earnings or loss per share; and earnings or loss per share, after any adjustment to reflect the sale of new securities.
The consolidated income statements of the Group for FY2007, FY2008, FY2009 and 3Q2010 are as follows: Audited FY2007 (S$000) Revenue Materials and subcontract costs Employee benefits expenses Depreciation and amortisation Finance cost Other operating expenses Operating profit/(loss) Interest income from bank balances and affiliated company Rental income Other income Share of results of associate company Profit before tax from continuing operation Taxation Profit for the period Profit attributable to: Owners of the parent Minority interests 197,385 (99,472) (27,126) (3,078) (1,684) (52,584) 13,441 1 205 3,566 17,213 (2,909) 14,304 Audited FY2008 (S$000) 282,198 (160,358) (29,325) (3,705) (1,502) (57,059) 30,249 4 288 841 31,382 (6,233) 25,149 Audited FY2009 (S$000) 276,974 (173,791) (28,544) (4,631) (1,278) (53,341) 15,389 62 257 2,963 18,671 (4,039) 14,632 Unaudited 3Q2010 (S$000) 184,157 (110,242) (23,364) (4,500) (1,666) (45,903) (1,518) 43 181 2,706 24 1,436 (589) 847
14,747 (443) 14,304
22,316 2,833 25,149 25,149 25,149
9,095 5,537 14,632 14,632 14,632
1,380 (533) 847 847 847
Profit for the period Other comprehensive income for the year, net of tax Total comprehensive income for the period Total comprehensive income attributable to: Owners of the parent Minority interests
14,304 14,304
14,747 (443) 14,304
22,316 2,833 25,149
9,095 5,537 14,632
1,380 (533) 847
Earnings per Share (cents) Basic Diluted
4.22 4.21
6.41 6.41
2.61 2.61
0.40 0.40
36
3. In respect of: (a) each financial year (being one of the 3 most recent completed financial years) for which financial statements have been published; and any subsequent period for which interim financial statements have been published,
(b)
provide information regarding any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant entity or, if it is the holding company or holding entity of a group, of the group, and indicate the extent to which such profit or loss before tax of the relevant entity or the group, as the case may be, was so affected. Describe any other significant component of revenue or expenditure necessary to understand the profit or loss before tax for each of these financial periods. REVIEW OF RESULTS AND OPERATIONS 3Q2010 vs 3Q2009 The Groups revenue decreased by S$10.9 million (5.6%) in 3Q2010 from S$195.1 million in 3Q2009 to S$184.2 million in 3Q2010. The decline in revenue was primarily due to the lower revenue from its Property Development Business. The revenue contribution from the Property Development Business declined by S$56.9 million (55.2%) from S$103.2 million in 3Q2009 to S$46.3 million in 3Q2010. The Groups Jewellery Retail Business, however, recorded higher revenue in line with the improvement in consumer sentiments and the increase in store network. Revenue from the Jewellery Retail Business increased by S$11.4 million (12.6%) from S$90.3 million in 3Q2009 to S$101.7 million in 3Q2010. The Financial Services Business continued to deliver strong growth in 3Q2010. Revenue increased by S$34.6 million (2,162.5%) from S$1.6 million in 3Q2009 to S$36.2 million in 3Q2010. The exceptionally high growth was driven by the rapid expansion of business at the existing stores and inclusion of new stores compared to the same period in 3Q2009. The Maxi-Cash store network has increased from nine (9) stores in 3Q2009 to 17 stores as at the end of September 2010. Operating expense increased across all cost categories mainly due to the opening of new stores in new shopping malls such as ION, 313 Somerset, Orchard Central, City Square and Marina Sands. The opening of another eight (8) new stores under the Financial Services Business further contributed to the increase in operating expense which includes rental, staff-related costs and depreciation. As a result of the lower revenue, lower gross profit and higher operating expense, the Group recorded a pre-tax gain of S$1.4 million in 3Q2010. The Property Development Business recorded pre-tax profit of S$5.3 million in 3Q2010 compared to S$22.3 million in 3Q2009 as most of the projects launched in 2007, 2008 and 2009 have obtained the TOP and the construction of new projects has only commenced in the first half of 2010. Despite the higher revenue, the Jewellery Retail Business incurred a pre-tax loss of S$2.8 million in 3Q2010 mainly due to the increase in operating costs such as rental, staff and depreciation costs incurred by the new stores in new shopping malls. The Financial Services Business reported a smaller pre-tax loss of S$1.0 million in 3Q2010 compared to the loss of $4.0 million in the previous corresponding period as its business volume has increased substantially in the past nine months. This was achieved despite the high start-up costs incurred for the five (5) new stores which opened in the fourth quarter of 2009 and 3Q2010 37
coupled with higher branding costs incurred in the launch of its third television campaign since February 2010. The business has also achieved its maiden quarterly profit of $0.7 million in the third quarter of 2010 as compared to the $1.9 million loss in the third quarter of 2009 and $0.6 million loss in the second quarter of 2010. FY2009 vs FY2008 As consumer sentiments remained cautious and spending on luxury goods continued to be subdued compared to the pre-financial crisis period, the Groups turnover in FY2009 dropped by S$5.2 million (1.8%) to S$277.0 million compared with S$282.2 million in FY2008. The Property Development Business registered a marginal drop in turnover from S$139.3 million in FY2008 to S$137.8 million in FY2009. During the year, the Group obtained the TOP for the 40unit The Espira, 30-unit Espira Spring, 16-unit Espira Residence, 79-unit Blu Coral and 29-unit The Vogx. The Jewellery Retail Business continued to be affected by the weak consumer sentiments and recorded lower overall and same-store sales. Sales declined by S$12.9 million (9.0%) from S$142.9 million in FY2008 to S$130.0 million in FY2009. The Groups new Financial Services Business contributed S$9.4 million to the Groups turnover. As a result of lower turnover and profit contribution from all the three (3) core businesses, the Groups operating profit declined by S$14.8 million (49.0%) from S$30.2 million in FY2008 to S$15.4 million in FY2009. Group staff costs and other operating expenses fell by S$4.5 million (5.2%) from S$86.4 million in FY2008 to S$81.9 million in FY2009 as a result of the austerity measures undertaken by the Group during the financial crisis. Depreciation and amortization costs increased by S$0.9 million (24.3%) from S$3.7 million in FY2008 to S$4.6 million in FY2009 due to the renovation of existing stores and the opening of stores in new shopping malls such as ION, 313 Somerset, Orchard Central and City Square. The opening of 11 stores under the Financial Services Business further contributed to the increase in depreciation costs. The Groups pre-tax profit of S$18.7 million in FY2009 decreased by S$12.7 million (40.5%) from S$31.4 million in FY2008. Pre-tax profit from the Property Development Business in FY2009 decreased by S$4.1 million (13.6%) from $30.1 million in FY2008 to S$26.0 million in FY2009 as the profit from the projects sold in 2007 and 2008 had been progressively recognised. The Jewellery Retail Business recorded a pre-tax loss of S$1.61 million in FY2009 due to lower revenue and gross margin, increase in operating costs in the second half of FY2009 from the additional costs incurred by new stores in new shopping malls, increase in branding activities such as the new Goldheart television campaign, celebrities wedding sponsorship and Lee Hwa Jewellerys London Fashion Week event. The pre-tax loss was also affected by an impairment loss of S$1.12 million relating to the Goldheart brand. The Jewellery Retail Business would have incurred a smaller loss of S$0.5 million if the impairment loss of S$1.12 million is excluded. The Groups new Financial Services Business reported a loss of S$5.5 million in FY2009 which was attributable to the high start-up costs for establishing new shops, low interest income and marketing costs incurred for the launch of the Maxi-Cash brand. FY2008 vs FY2007 Despite weak market conditions in FY2008, the Group achieved another set of good results. Revenue for FY2008 rose by S$84.8 million (43.0%) from S$197.4 million in FY2007 to S$282.2 million in FY2008. The higher revenue was contributed mainly by the Property Development Business. Revenue from the recognition of sold units based on construction progress grew by S$99.7 million (251.8%) from S$39.6 million in FY2007 to S$139.3 million in FY2008.
38
The Jewellery Retail Business was however affected by the weaker consumer sentiments in the second half of 2008 stemming from the worsening financial crisis and deepening recession. Revenue from the Jewellery Retail Business fell by S$14.9 million (9.4%) from S$157.8 million in FY2007 to S$142.9 million in FY2008. On the Group level, gross profit for FY2008 improved by S$23.9 million (24.4%) from S$97.9 million in FY2007 to S$121.8 million in FY2008 as a result of higher turnover from the Property Development Business. Despite the lower revenue, higher rental cost and recognition of cost arising from its loyalty programmes, the Groups gross margin continued to be healthy and the Group managed to reduce its overall operating expenses in FY2008. Due the weakening industrial property prices, the Group has recognised a fair value loss of S$0.4 million for its investment property. As a result of higher turnover and gross profit, the Groups profit before tax increased substantially by S$14.2 million (82.6%) from S$17.2 million in FY2007 to S$31.4 million in FY2008. Financial Position 4. Provide selected data from the balance sheet of the relevant entity or, if it is the holding company or holding entity of a group, the group as at the end of (a) the most recent completed financial year for which audited financial statements have been published; or if interim financial statements have been published for any subsequent period, that period.
(b)
Noted. 5. The data referred to in paragraph 4 of this Part shall include the line items in the audited or interim balance sheet of the relevant entity or the group, as the case may be, and shall in addition include the following items: (a) (b) (c) number of shares after any adjustment to reflect the sale of new securities; net assets or liabilities per share; and net assets or liabilities per share after any adjustment to reflect the sale of new securities.
The consolidated balance sheet of the Group for FY2009 and 3Q2010 are as follows:Audited FY2009 (S$000) Non-current assets Property, plant and equipment Investment property Intangible assets Investment in joint venture Investment securities Investment in associate Other receivables 39 Unaudited 3Q2010 (S$000)
10,292 6,600 10,537 25 33 5,000
15,596 10,154 25 33 36 4,423
Audited FY2009 (S$000) Prepaid rent Deferred tax assets 403 753 33,643 Current assets Inventories Properties held for sale Development properties Trade and other receivables Prepaid rent Prepayments Due from affiliated companies (non-trade) Cash and bank balances Unaudited 3Q2010 (S$000) 358 1,846 32,471
78,150 11,247 126,091 49,223 285 735 3,483 16,856 286,070
77,052 9,641 170,165 68,378 369 1,163 3,481 13,216 343,465
Current liabilities Trade and other payables Derivative financial instruments Due to ultimate holding company (non-trade) Bank overdraft Provision for taxation Interest-bearing loans and borrowings
64,375 11 700 537 9,231 69,490 144,344
58,067 185 900 10,815 7,257 85,995 163,219 180,246
Net current assets / (liabilities) Non-current liabilities Interest-bearing loans and borrowings Deferred tax liabilities
141,726
77,314 1,209 78,523
117,374 759 118,133 94,584
Net assets
96,846
Equity attributable to owners of the parent Share capital Treasury shares Revenue reserves
28,141 (637) 58,263 85,767 11,079 96,846
28,141 (442) 59,639 87,338 7,246 94,584
Minority interests Total equity
40
Financial effects of the Rights Issue on consolidated NAV per Share As an illustration only, the financial effects of the Rights Issue on the NAV of the Group and the Group NAV per Share based on the balance sheet as at 30 September 2010 (unaudited) and 31 December 2009 (audited) are as follows:As at 30 September 2010 (unaudited) NAV before Rights Issue (S$000) NAV per Share before Rights Issue (cents) Adjusted NAV after adjusting for the Rights Issue (S$000) Adjusted NAV per Share after the Rights Issue (cents)
Notes: (1) (2) Based on the assumption that the Rights Issue is completed at the end of the respective periods and taking into account the estimated Net Proceeds for each of the relevant scenarios. NAV per Share is based on the NAV and the number of Shares as illustrated.
As at 31 December 2009 (audited) 85,767 24.61
87,338 25.01
101,828
100,257
24.30
23.96
Liquidity and Capital Resources 6. Provide an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of (a) the most recent completed financial year for which financial statements have been published; and if interim financial statements have been published for any subsequent period, that period.
(b)
The consolidated statement of cash flows the Group for FY2009 and 3Q2010 are as follows:Audited FY2009 (S$000) Operating activities Profit before tax Adjustments for: Property, plant and equipment written-off Depreciation of property, plant and equipment Fair value loss/(gain) on forward contracts Employee Share Award Scheme expenses Write down of inventories Interest expense Interest income Amortisation of prepaid rent Assignment fee written off Amortisation of intangible assets 41 Unaudited 3Q2010 (S$000)
18,671 90 3,566 (375) 211 8 1,278 (63) 330 120 615
1,436 3,689 174 195 13 1,666 (43) 428 383
Audited FY2009 (S$000) Impairment loss on intangible asset Gain on disposal of property, plant and equipment and investment property Share of results of associate Operating profit before changes in working capital (Increase)/decrease in: Inventories Development properties Properties held for sale Trade and other receivables Prepayments Due from affiliated companies (non-trade) Increase/(decrease) in: Trade and other payables Due to ultimate holding company (non-trade) Net cash used in from operations Dividends paid to shareholders of the company Dividends paid to minority interests of a subsidiary Interest paid Income taxes paid Net cash used in from operating activities Investing activities Investment in associate company Purchase of property, plant and equipment Proceeds from sale of investment property Increase in prepaid rent Interest received Net cash used in investing activities Financing activities Proceeds from issuance of ordinary shares Purchase of treasury shares Proceeds from issue of shares by subsidiary to minority shareholder Proceeds from term loans Repayment of term loans Proceeds from short-term bank borrowings, net Proceeds from finance lease obligations Repayment of finance lease obligations Acquisition of a subsidiary Net cash generated from financing activities 1,149 25,600 (11,596) (5,269) (11,247) (33,105) 615 (72) 13,173 (600) (22,501) (2,323) (1,130) (1,278) (3,317) (30,549) Unaudited 3Q2010 (S$000) (1,269) (24) 6,648 1,085 (44,074) 1,606 (18,588) (423) 2 (7,861) 200 (61,405) (1,749) (1,666) (4,106) (68,926)
(4,397) (484) 63 (4,818)
(12) (4,232) 3,579 (462) 43 (1,084)
23 (128) 600 107,901 (101,154) 6,600 162 (150) (244) 13,610
80,249 (40,149) 17,476 16 (1,500) 56,092
42
Audited FY2009 (S$000) Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 3Q2010 Net cash used in operating activities was S$68.9 million for the quarter ended 30 September 2010. This was attributable to acquisition of properties for the Property Development Business. The increase in trade and other receivables was due to increase in loans for the Groups pawnbroking activities under the Financial Services Business. Net cash used in investing activities of S$1.1 million was mainly due to renovation of stores for both the Jewellery Retail Business and the Financial Services Business and the purchase of a HDB shophouse for its Financial Services Business. This was partially offset by proceeds from sale of an investment property. Net cash generated in financing activities was S$56.1 million compared to net cash used in financing activities of S$36.6 million in the 3Q2009. This was mainly due to the increase in bank borrowings for both the Property Development Business and the Financial Services Business. FY2009 Net cash used in operating activities was S$30.5 million for the year ended 31 December 2009. This was mainly attributable to increase in inventories, development properties, properties held for sale, trade and other receivables and dividend payment which were partially offset by increase in trade and other payables. Net cash used in investing activities of S$4.8 million in FY2009 was mainly due to renovation of stores by both the Jewellery Retail Business and the Financial Services Business. The Group recorded net cash generated in financing activities of S$13.6 million in FY2009 compared to S$3.8 million in FY2008. This was mainly due to new term loans for properties purchased in FY2009 which were partially offset by repayment of term loans from the TOP proceeds and short term loan which was attributable to the new Financial Services Business. 7. Provide a statement by the directors or equivalent persons of the relevant entity as to whether, in their reasonable opinion, the working capital available to the relevant entity or, if it is the holding company or holding entity of a group, to the group, as at the date of lodgment of the offer information statement, is sufficient for present requirements and, if insufficient, how the additional working capital considered by the directors or equivalent persons to be necessary is proposed to be provided. Taking into account the Companys internal resources, operating cash flows and banking facilities, the Directors are of the reasonable opinion that, as at the date of lodgement of this Offer Information Statement, the Company has sufficient working capital to meet its present requirements. 8. If the relevant entity or any other entity in the group is in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the relevant entitys financial position and results or business operations, or the investments by holders of securities in the relevant entity, provide 43 (21,757) 38,076 16,319 Unaudited 3Q2010 (S$000) (13,918) 16,319 2,401
(a) (b) (c) a statement of that fact; details of the credit arrangement or bank loan; and any action taken or to be taken by the relevant entity or other entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable).
To the best of the Directors knowledge, the Directors are not aware of any breach by any entity in the Group of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the Companys financial position and results or business operations, or the investments by holders of securities in the Company. Trend Information and Profit Forecast or Profit Estimate 9. Discuss, for at least the current financial year, the business and financial prospects of the relevant entity or, if it is the holding company or holding entity of a group, the group, as well as any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources, or that would cause financial information disclosed in the offer information statement to be not necessarily indicative of the future operating results or financial condition. If there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect. Business and Financial Prospects of the Group Despite the quarter-to-quarter contraction registered in 3Q2010, the Singapore economy is still expected to register a full year growth of 13% to 15% in 2010. In relation to the Groups Jewellery Retail Business, the Group is cautiously optimistic that consumer sentiments will gradually improve in FY2010 with strong economic recovery in Singapore. The opening of the two integrated resorts in Singapore is expected to provide further boost to the retail sector in Singapore. In relation to the Groups Property Development Business, the Group expects the demand and prices for the mid-tier private residential property market to remain healthy in view of the strong economy, high employment rate and low interest rates. At current market prices, the Group expects to make substantial profits from its development projects due to low land cost and project breakeven cost. The Groups Property Development Business is expected to continue to contribute significantly to the Groups revenue and profitability in FY2010 and FY2011. In relation to the Groups Financial Services Business, the Group expects the growth momentum of its loan portfolio to continue as brand awareness and store network increase. Save as disclosed in this Offer Information Statement, the latest financial statements for FY2009 and 3Q2010 and in the announcements, the Directors are not aware of any known trends, uncertainties, demands, commitments or events of the current financial year, being FY2010, that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources, or that would cause financial information disclosed in the Offer Information Statement to be not necessarily indicative of the future operating results or financial condition of the current financial year. In respect of the performance of the Group for the current financial year and save as disclosed, the Directors are not aware of any factors relating to the business and financial prospects of the Group and/or trends that will have a material effect on the financial condition and operating results.
44
RISKS FACTORS To the best of the Directors knowledge and belief, all the risk factors that are material to Shareholders in making an informed judgment on the Company (save for those which have already been disclosed to the general public) are set out below. General Business Risks The Groups businesses are subject to general business risks including but not limited to:(i) civil unrest, military conflict, terrorism, change in political climate and general security concerns and their adverse effects on business; global recession and its effects on the performance of the local and regional economies where the Group has significant operations; and changes in laws and government regulations that burden the operating cost or restrict business.
(ii)
(iii)
It is recognised that such risks can never be eliminated totally and that the cost controls in mitigating these risks could be high. Risks relating to the Jewellery Retail Business of the Group The Group is subject to fluctuation in exchange rate on cost of raw materials The Companys purchases and sales are vulnerable to variations in the market prices of gold, platinum and gems. Some of these raw materials are quoted in US$ and traded in the international market. Therefore, fluctuations in the exchange rates of US$ against S$ will affect the cost of these raw materials. Any sharp appreciation in the prices of gold, platinum and gems will cause a similar increase in the price of the finished products, which may affect consumer demand. Similarly, depreciation in the prices of these raw materials will induce higher demand. The Group is reliant on its Aspial, Lee Hwa, Goldheart and CITIGEMS brands The Jewellery Retail Business of the Group markets and sells its products under its Aspial, Lee Hwa, Goldheart and CITIGEMS brands and it believes that future sales of its jewellery will depend in part on the brand recognition for the Groups products amongst consumers. Failure to maintain the image of the Groups brands and quality standards associated with its brands may have a material adverse effect on the Groups businesses and financial performance. Intellectual property rights may be costly and difficult to enforce and the Group may not be able to renew its intellectual property rights or may be subject to claims for infringement of third parties intellectual property rights The Group has registered its trademarks and designs. Effective enforcement of intellectual property rights is important for the protection of the Groups interests as it considers the recognition of its trademarks and designs to be vital in the sales of its products. Unauthorized use of the Groups trademarks, brands and designs may damage the brand recognition and reputation of the Group. Although the Group has registered its trademarks and designs, it may be possible for third parties to unlawfully pass-off their products as the Groups or to infringe the Groups intellectual property rights in the design and/or manufacture of their products. In the event that third parties infringe upon the Groups intellectual property rights in respect of its trademarks and designs by unlawfully passing off their products as the Groups products, imitating or using the Groups trademarks and designs without its authorisation, the Group may face difficulties and costly litigation in order to fully protect these intellectual property rights, which may affect its reputation, businesses and financial performance. In addition, there is no assurance that the Group can renew its intellectual property rights upon their expiry. In the event that the Group is unable to do so, its businesses and financial performance may be adversely affected. 45
Further, there is no assurance that the Groups products do not and will not infringe other registered trademarks or intellectual property rights belonging to third parties. As such, the Group may be subject to legal proceedings and claims relating to such infringement. In the event of any claims or litigation involving infringement of intellectual property rights of third parties, whether with or without merit, it could result in a diversion of the Groups management time and resources and its business operations may be materially and adversely affected. In addition, any successful claim against the Group arising out of such proceedings could result in substantial monetary liability and will materially affect the Groups reputation and the continued sale of the affected products and consequently, its financial performance. Risks relating to the Property Development Business of the Group The Group is subject to financing risks and inadequate capital resources to finance business activities such as land acquisitions or property developments Property development is capital intensive. The availability of adequate financing is crucial to the Groups ability to acquire land and to complete its development projects according to plan. The Group finances its business activities through a combination of internal and external sources of funds. Internal sources of funds comprise mainly cash generated from the Groups operating activities and cash and bank balances while external sources comprise mainly banks and other loans and capital contribution from Shareholders. The Groups ability to arrange adequate external financing for land acquisitions or property developments on terms that will allow it a commercially acceptable return depends on a number of factors that are beyond its control, including general economic and political conditions, the terms on which financial institutions are willing to extend credit and the availability of other sources of debt or equity financing. Although the Group has obtained financing in the past to fund its business activities, there is no assurance that it will be able to continue to obtain such financing support in the future on acceptable terms, or any financing support at all. In such events, it may not be able to finance its business activities and its cash flow, financial performance and financial position may be adversely affected. In addition, the Group may require additional borrowings to fund its future development projects. The Group is reliant on independent contractors The Group engages independent third-party contractors to provide various services, including architectural design, piling and foundation, electrical, engineering, plumbing, building and property fit-out works as well as installation of air-conditioning units and elevators. The services rendered by independent third-party contractors may not be satisfactory or may not match the level of quality that the Group requires. Moreover, contractors may experience financial or other difficulties that may affect their ability to carry out the work for which they were contracted, thus delaying the completion of the Groups property development projects or resulting in additional costs for the Group. They may also suffer negative publicity. Any of these factors could adversely affect the Groups business, financial performance and reputation. The Group may not be able to identify or acquire land for development at commercially acceptable prices The Group may not be able to identify and acquire attractive sites in the future at commercially acceptable prices, or at all. If the Group is not able to continue to identify and acquire attractive new sites at commercially acceptable prices, this would adversely affect its business and financial performance. The Group may be adversely affected by unsold properties In the event that the Group is unable to sell a significant proportion of its properties, its financial performance will be materially and adversely affected. Furthermore, the unsold properties that the Group continues to hold for sale post-completion may be relatively illiquid, which will limit its ability to realise cash from unsold units on short notice. In such an event, the Groups cash flow and financial performance will be adversely affected.
46
The Group may be involved in legal and other proceedings arising from its operations from time to time The Group may be involved from time to time in disputes with various parties involved in the development and sale of its properties such as main contractors, sub-contractors, suppliers, construction companies, purchasers, other partners and lenders. These disputes may lead to legal and other proceedings, and may cause the Group to suffer additional costs and delays. In addition, the Group may have disagreements with regulatory bodies in the course of its operations, which may subject the Group to administrative proceedings and unfavourable decrees that result in financial losses and delay the construction or completion of its projects. Any project delays arising from the above will affect the Groups business and financial performance. Risks relating to the Financial Services Business of the Group The Group is subject to credit risk arising from the pawners failure to redeem their pledges The Group provides loans to pawners which are secured by collaterals (usually jewellery or watches) for a period of six (6) months. If the pawners do not renew their loans by paying interest or redeem their loans by repaying the principal loan amount and applicable interest (the Loan Amount) during the six-month period, their items will be considered unredeemed and will be put up for auction in public auctions. The Group could then recover the Loan Amount from the proceeds of the items which are sold during the public auction. Items which are not sold in the public auction will be retained by the Group. In the event that the Group is unable to sell such retained items at a price higher than the Loan Amount, the Group may not be able to recover the Loan Amount in full which may in turn affect the Groups business and financial performance. The Group is subject to risk arising from the stolen items by the pawners The Group provides secured loans based on the collaterals provided by the pawners. In the event that such collaterals are found to be stolen items by the relevant authorities, the Group may lose the right to hold these collaterals as security for the relevant loans and would render the relevant loans as unsecured loans. Under the Pawnbrokers Act, Chapter 222 of Singapore, the Group has no recourse against the errant pawners who pawned the stolen items. As such, if these pawners fail to redeem the relevant unsecured loans or if such an event is not covered by the Groups insurance, the Group will not be able to recover the relevant loan amounts and applicable interest. Such loans and interest will then be written-off and the Groups business and financial performance will be adversely affected. The Group is subject to fluctuations in cost of raw materials Similar to the Jewellery Retail Business, the Groups purchases and sales of jewellery items are vulnerable to variations in the market prices of gold, platinum and gems. Any sharp appreciation in the prices of gold, platinum and gems will cause a similar increase in the value of its products. Similarly, depreciation in the prices of these raw materials will reduce their value. The Group is subject to financing risks and inadequate capital resources to finance the provision of loans to its customers Providing loans to pawners in a pawnbroker chain operation environment is capital intensive. The ability of adequate financing is crucial to the Groups ability to provide loans to pawners. The Group finances its pawnbroking operations through a combination of internal and external sources of funds. The Groups ability to arrange adequate external financing will affect its ability to provide loans to pawners. Although the Group has obtained financing in the past to fund its Financial Services Business, there is no assurance that it will be able to continue to obtain such financing in the future. In such event, it may not be able to finance its business activities, and its cash flow, financial performance and financial position may be adversely affected.
47
Risks relating to the Rights Issue Dilution of interest for the Groups Shareholders Foreign Shareholders and Entitled Shareholders who do not accept their entitlements of the Rights Shares will have their shareholdings in the Company diluted after the completion of the Rights Issue due to the issue of new Shares. Liquidity of the Shares Active and liquid trading for securities generally result in lower volatilities in price and more efficient execution of buy and sell orders for investors. Generally, the liquidity of the market for a particular share is dependent on, amongst other factors, the size of the free float, the price of each board lot, institutional interests, and the business prospects of the Group as well as the prevailing market sentiment. There is no assurance that the liquidity of the Shares or the volume of the Shares as traded on the Official List of the SGX-ST may not change or decline after the Rights Issue. The Directors and their Associates may increase their control in the Company after the Rights Issue, which will allow them to influence the outcome of matters submitted to Shareholders for approval Depending on the subscription for the Rights Issue, Directors and their Associates may be able to increase their shareholdings in the Company in the event that the Rights Issue is undersubscribed. These persons, if acting together, will be able to exercise influence over all matters requiring Shareholders approval, including the election of Directors and approval of significant corporate transactions, and may have veto power in respect of any special resolution requiring a majority vote of more than three-fourth of the voting rights. Such concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of the Company. The market price and trading volume of the Shares may be affected by various factors The market price and trading volume of the Shares may be highly volatile and could fluctuate significantly and rapidly in response to, inter alia, the following factors, some of which are beyond the Companys control: (a) (b) (c) (d) variations in the Groups results of operation; success or failure of the management team in implementing business and growth strategies; gain or loss of important business relationships; changes in securities analysts recommendations, perceptions or estimates of the Groups financial performance; changes in conditions affecting the industry, the general economic conditions or stock market sentiments or other events or factors; general changes in rules/regulations with regard to the industries/geographical regions that the Group operates in, including those that affect the demand for the Groups products and services; changes in market valuations and share prices of companies with similar businesses to the Company that may be listed in Singapore; announcements by the Group or its competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; additions or departures of key personnel; fluctuations in stock market prices and volume; or
(e)
(f)
(g)
(h)
(i) (j)
48
(k) involvement in litigation.
These fluctuations may be exaggerated if the trading volume of the Shares is low. Also, any volatility of the Groups Share price could result in substantial losses for investors acquiring the provisional allotment of the Rights Shares or Entitled Shareholders accepting the Rights Shares or (if applicable) applying for Excess Rights Shares. 10. Where a profit forecast is disclosed, state the extent to which projected sales or revenues are based on secured contracts or orders, and the reasons for expecting to achieve the projected sales or revenues and profit, and discuss the impact of any likely change in business and operating conditions on the forecast. No profit forecast is disclosed in this Offer Information Statement. 11. Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors or equivalent persons of the relevant entity have based their profit forecast or profit estimate, as the case may be. No profit forecast is disclosed in this Offer Information Statement. 12. Where a profit forecast is disclosed, include a statement by an auditor of the relevant entity as to whether the profit forecast is properly prepared on the basis of the assumptions referred to in paragraph 11 of this Part, is consistent with the accounting policies adopted by the relevant entity, and is presented in accordance with the accounting standards adopted by the relevant entity in the preparation of its financial statements. No profit forecast is disclosed in this Offer Information Statement. 13. Where the profit forecast disclosed is in respect of a period ending on a date not later than the end of the current financial year of the relevant entity, provide in addition to the statement referred to in paragraph 12 of this Part (a) a statement by the issue manager to the offer, or any other person whose profession or reputation gives authority to the statement made by him, that the profit forecast has been stated by the directors or equivalent persons of the relevant entity after due and careful enquiry and consideration; or a statement by an auditor of the relevant entity, prepared on the basis of his examination of the evidence supporting the assumptions referred to in paragraph 11 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.
(b)
No profit forecast is disclosed in this Offer Information Statement. 14. Where the profit forecast disclosed is in respect of a period ending on a date after the end of the current financial year of the relevant entity, provide in addition to the statement referred to in paragraph 12 of this Part (a) a statement by the issue manager to the offer, or any other person whose profession or reputation gives authority to the statement made by him, prepared on the basis of his examination of the evidence supporting the assumptions referred to in paragraph
49
11 of this Part, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast; or (b) a statement by an auditor of the relevant entity, prepared on the basis of his examination of the evidence supporting the assumptions referred to in paragraph 11 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.
No profit forecast is disclosed in this Offer Information Statement. Significant Changes 15. Disclose any event that has occurred from the end of (a) the most recent completed financial year for which financial statements have been published; or if interim financial statements have been published for any subsequent period, that period, to the latest practicable date which may have a material effect on the financial position and results of the relevant entity or, if it is the holding company or holding entity of a group, the group, or, if there is no such event, provide an appropriate negative statement.
(b)
Save as disclosed in this Offer Information Statement, the Directors are not aware of any event which has occurred since 30 September 2010 and up to the Latest Practicable Date which may have a material effect on the financial position and results of the Group. PART VI: THE OFFER AND LISTING Offer and Listing Details 1. Indicate the price at which the securities are being offered and the amount of any expense specifically charged to the subscriber or purchaser. If it is not possible to state the offer price at the date of lodgment of the offer information statement, the method by which the offer price is to be determined must be explained. The issue price for each Rights Share is S$0.21, payable in full on acceptance and, if applicable, on application. No expenses will be charged by the Company to Entitled Shareholders, their renouncees or Purchasers for subscribing for their Rights Shares. 2. If there is no established market for the securities being offered, provide information regarding the manner of determining the offer price, the exercise price or conversion price, if any, including the person who establishes the price or is responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for determining the price. Not applicable as the Shares are traded on the Official List of the SGX-ST.
50
3. If --(a) any of the relevant entitys shareholders or equity interest-holders have pre-emptive rights to subscribe for or purchase the securities being offered; and the exercise of the rights by the shareholder or equity interest-holder is restricted, withdrawn or waived,
(b)
indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of such restriction, withdrawal or waiver, if any, and the basis for the offer price. Not applicable. None of the Shareholders has pre-emptive rights to subscribe for the Rights Shares. As there may be prohibitions or restrictions against the offering of Rights Shares in certain jurisdictions, only Entitled Shareholders are eligible to participate in the Rights Issue. Please refer to the section entitled Eligibility of Shareholders to Participate in the Rights Issue of this Offer Information Statement for further information. 4. If securities of the same class as those securities being offered are listed for quotation on any securities exchange: (a) in a case where the first-mentioned securities have been listed for quotation on the securities exchange for at least 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the first-mentioned securities (i) for each of the 12 calendar months immediately preceding the calendar month in which the latest practicable date falls; and for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date; or
(ii)
(b)
in a case where the first-mentioned securities have been listed for quotation on the securities exchange for less than 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the first-mentioned securities (i) for each calendar month immediately preceding the calendar month in which the latest practicable date falls; and for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date;
(ii)
(c)
disclose any significant trading suspension that has occurred on the securities exchange during the 3 years immediately preceding the latest practicable date or, if the securities have been listed for quotation for less than 3 years, during the period from the date on which the securities were first listed to the latest practicable date; and disclose information on any lack of liquidity, if the securities are not regularly traded on the securities exchange.
(d)
51
The price range and volume of the Shares traded on the SGX-ST over the last 12 months immediately preceding the date of lodgment of this Offer Information Statement are as follows:Price Range Month December 2009 January 2010 February 2010 March 2010 April 2010 May 2010 June 2010 July 2010 August 2010 September 2010 October 2010 November 2010 1 December 2010 to the Latest Practicable Date High (S$) 0.320 0.315 0.300 0.315 0.340 0.330 0.320 0.330 0.300 0.315 0.320 0.325 0.315 Low (S$) 0.285 0.300 0.280 0.300 0.290 0.275 0.315 0.300 0.290 0.275 0.290 0.290 0.295 Volume Shares Traded (000) 689 214 75 453 191 42 73 656 139 757 749 616 163
The Shares have been listed on the SGX-ST for more than 12 months immediately preceding the Latest Practicable Date. There has been no significant trading suspension of the Shares on the SGX-ST during the three years immediately preceding the Latest Practicable Date. The Shares are regularly traded on the SGX-ST. 5. Where the securities being offered are not identical to the securities already issued by the relevant entity, provide: (a) statement of the rights, preferences and restrictions attached to the securities being offered; and an indication of the resolutions, authorisations and approvals by virtue of which the entity may create or issue further securities, to rank in priority to or pari passu with the securities being offered.
(b)
The Rights Shares will be issued out of the general share issue mandate resolution under Section 161 of the Companies Act approved by Shareholders at the annual general meeting held on 27 April 2010. The Rights Shares will, upon allotment and issue, rank pari passu in all respects with the then existing Shares for any dividends, rights, allotments or other distributions, the record date for which falls on or after the date of issue of the Rights Shares.
52
Plan of Distribution 6. Indicate the amount, and outline briefly the plan of distribution, of the securities that are to be offered otherwise than through underwriters. If the securities are to be offered through the selling efforts of any broker or dealer, describe the plan of distribution and the terms of any agreement or understanding with such entities. If known, identify each broker or dealer that will participate in the offer and state the amount to be offered through each broker or dealer. Basis of Provisional Allotment : The Rights Issue is made on a renounceable nonunderwritten basis to Entitled Shareholders and 69,953,160 Rights Shares will be allotted and issued at the Issue Price. The Rights Shares will be provisionally allotted to the Entitled Shareholders on the basis of one (1) Rights Share for every five (5) existing Shares held by the Entitled Shareholders as at the Books Closure Date. Fractional entitlements to the Rights Shares will be disregarded in arriving at Entitled Shareholders allotments and will, together with the provisional allotments which are not taken up or allotted for any reason, be aggregated and used to satisfy excess applications for Rights Shares (if any) or otherwise disposed of or dealt with in such manner as the Directors may in their absolute discretion deem fit for the benefit of the Company. Entitled Shareholders will be at liberty to accept, decline, renounce or (in the case of Entitled Depositors) trade their provisional allotments of the Rights Shares and will be eligible to apply for Rights Shares in excess of their provisional allotments under the Rights Issue. Provisional allotments which are not taken up for any reason shall be used to satisfy excess applications (if any) or otherwise dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. In the allotment of Excess Rights Shares, preference will be given to the rounding of odd lots and the Directors and Substantial Shareholders will rank last in priority. The Rights Issue is not underwritten by any financial institution. As there may be prohibitions or restrictions against the offering of Rights Shares in certain jurisdictions, only Entitled Shareholders are eligible to participate in the Rights Issue. Please refer to the section entitled Eligibility of Shareholders to Participate in the Rights Issue of this Offer Information Statement for further details. Foreign Shareholders : For practical reasons and in order to avoid any violation of relevant legislation applicable in jurisdictions other than Singapore, Rights Shares will not be offered to Foreign Shareholders. Please refer to the section Eligibility of Shareholders to Participate in the Rights Issue of this Offer Information Statement for further details. 53
Terms and Conditions : The allotment and issue of the Rights Shares pursuant to the Rights Issue is governed by the terms and conditions as set out in this Offer Information Statement, including Appendices I, II and III, the PAL, the ARE and the ARS.
The Rights Shares are not offered through any broker or dealer. 7. Provide a summary of the features of the underwriting relationship together with the amount of securities being underwritten by each underwriter. Not applicable. The Rights Issue is not underwritten by any financial institution. PART VII: ADDITIONAL INFORMATION Statements by Experts 1. Where a statement or report attributed to a person as an expert is included in the offer information statement, provide such persons name, address and qualifications. No statement or report made by an expert is included in this Offer Information Statement. 2. Where the offer information statement contains any statement (including what purports to be a copy of, or extract from, a report, memorandum or valuation) made by an expert (a) (b) state the date on which the statement was made; state whether or not it was prepared by the expert for the purpose of incorporation in the offer information statement; and include a statement that the expert has given, and has not withdrawn, his written consent to the issue of the offer information statement with the inclusion of the statement in the form and context in which it is included in the offer information statement.
(c)
No statement or report made by an expert is included in this Offer Information Statement. 3. The information referred to in paragraphs 1 and 2 of this Part need not be provided in the offer information statement if the statement attributed to the expert is a statement to which the exemption under regulation 26(2) or (3) applies. Not applicable. Consents from Issue Managers and Underwriters 4. Where a person is named in the offer information statement as the issue manager or underwriter (but not a sub-underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his written consent to being named in the offer information statement as the issue manager or underwriter, as the case may be, to the offer. Not applicable. No manager or underwriter has been appointed for the Rights Issue.
54
Other Matters 5. Include particulars of any other matters not disclosed under any other paragraph of this Schedule which could materially affect, directly or indirectly (a) (b) the relevant entitys business operations or financial position or results; or investments by holders of securities in the relevant entity.
Save as disclosed in this Offer Information Statement, the Directors are not aware of any other matter which could materially affect, directly or indirectly, the Groups business operations, financial position, or results or investments by holders of securities in the Company. PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURES Not applicable. PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES Not applicable. PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAY OF RIGHTS ISSUE 1. Provide: (a) the particulars of the Rights Issue;
Please refer to the section entitled Principal Terms of the Rights Issue of this Offer Information Statement for further details. (b) the last day and time for splitting of the provisional allotment of the securities to be issued pursuant to the Rights Issue; the last day and time for acceptance of and payment for the securities to be issued pursuant to the Rights Issue; the last day and time for renunciation of and payment by the renouncee for the securities to be issued pursuant to the Rights Issue; the terms and conditions of the offer of securities to be issued pursuant to the Rights Issue;
(c)
(d)
(e)
The last day and time for splitting of the provisional allotment of the Rights Shares to be issued pursuant to the Rights Issue is as set out on the cover page, the section entitled Expected Timetable of Key Events, Appendix III to this Offer Information Statement as well as the PAL. The last day and time for acceptance of and payment for the Rights Shares to be issued pursuant to the Rights Issue is as set out on the cover page, the section entitled Expected Timetable of Key Events, Appendices I, II and III to this Offer Information Statement as well as the PAL, the ARE and the ARS.
55
The last day and time for renunciation of and payment by the renouncee for the Rights Shares to be issued pursuant to the Rights Issue is as set out in the cover page of this Offer Information Statement and the section entitled Expected Timetable of Key Events. The terms and conditions of the Rights Issue are found in Appendices I, II and III to this Offer Information Statement as well as the PAL, the ARE and the ARS. (f) the particulars of any undertaking from the substantial shareholders or substantial equity interest-holders, as the case may be, of the relevant entity to subscribe for their entitlements; and
As at the Latest Practicable Date, the interests of the Undertaking Shareholders are as follows: Direct Interest No. of Shares % Mr Koh Wee Seng (1) Mdm Tan Su Lan (2)
Notes: (1) (2) Mr Koh Wee Seng is deemed interested in the 208,873,500 Shares held by MLHS by virtue of section 7 of the Companies Act and the 1,002,000 Shares held by his spouse, Ms Lim Kwee Hua. Mdm Tan Su Lan is deemed interested in the 208,873,500 Shares held by MLHS by virtue of section 7 of the Companies Act and the 5,336,100 Shares held by her spouse, Mr Koh Chong Him @ Ko Chong Sung.
Deemed or Indirect Interest No. of Shares % 209,875,500 214,209,600 60.01 61.25
Total Interest No. of Shares % 254,341,900 227,331,500 72.72 65.00
44,466,400 13,121,900
12.71 3.75
To demonstrate their support for the Rights Issue as well as their commitment to the Company, each of the Undertaking Shareholders has given an Irrevocable Undertaking to the Company on 22 November 2010, inter alia, to subscribe and/or procure the subscription and payment for his/her respective Rights Shares entitlements under the Rights Issue. The Undertaking Shareholders are parties acting in concert for the purposes of the Code. As at the Latest Practicable Date, the Undertaking Shareholders collectively hold direct interests of approximately 16.46% in the Shares of the Company and together with parties acting in concert with them, collectively hold direct interests of approximately 88.25% in the Shares of the Company. Accordingly, the Undertaking Shareholders and parties acting in concert with them would not incur a mandatory general offer obligation under the Code regardless of the level of subscription for the Rights Issue. (g) if the Rights Issue is or will not be underwritten, the reason for not underwriting the issue.
In view of the savings in costs in respect of underwriting fees, the Company has decided to proceed with the Rights Issue on a non-underwritten basis.
56
ADDITIONAL DISCLOSURE REQUIREMENTS FOR THE RIGHTS ISSUE UNDER APPENDIX 8.2 OF THE SGX-ST LISTING MANUAL
WORKING CAPITAL 1. Provide a review of the working capital for the last three financial years and the latest half year, if applicable. The working capital of the Group as at 31 December 2007, 31 December 2008, 31 December 2009 and 30 June 2010 are set out below:As at 31 December 2007 207,281 101,372 105,909 As at 31 December 2008 247,440 160,810 86,630 As at 31 December 2009 286,070 144,344 141,726 As at 30 June 2010 294,007 147,009 146,998
(S$000) Total current assets Total current liabilities Working capital 1H2010 vs FY2009
The Groups working capital increased by S$5.3 million (3.7%) from S$141.7 million as at 31 December 2009 to S$147.0 million as at 30 June 2010. The increase in current assets was mainly due to increase in trade receivables for the Financial Services Business and assets held for sale for the Groups investment at The Oceanfront in Sentosa Cove. The increase was partially offset by reduction in inventories for its Jewellery Retail Business and in development properties as the Group obtained the TOP for its two (2) projects in 3Q2010. The higher current liabilities was due to increase in bank overdraft for the Financial Services Business. This was partially offset by reduction in trade and other payables due to repayments from sales proceeds from the Groups completed property development projects. FY2009 vs FY2008 The Groups working capital increased by S$55.1 million (63.6%) from S$86.6 million as at 31 December 2008 to S$141.7 million as at 31 December 2009. The increase in current assets was contributed by the increase in inventories due to the year end festive period for both the Jewellery Retail Business and Financial Services Business. Higher trade and other receivables were mainly due to the TOP for The Vogx which was obtained towards the end of December 2009 and new loans for the Financial Services Business. In FY2009, the Group completed the acquisition of five (5) properties under construction at The Oceanfront in Sentosa Cove which were classified as asset held for sale. The decrease in cash and cash equivalent was due to repayment of term loans from the sales proceeds of completed property projects in FY2009. The Groups current liabilities of S$144.4 million as at 31 December 2009 were S$16.4 million (10.2%) lower than the balance of S$160.8 million recorded in previous year end. The substantial reduction in term loan (current portion) which was due to the repayment of loan by the Property Development Business was partially offset by new short term bank borrowings for the Financial Services Business and higher trade and other payables which was mainly due to higher trade payable for the Jewellery Retail Business.
57
ADDITIONAL DISCLOSURE REQUIREMENTS FOR THE RIGHTS ISSUE UNDER APPENDIX 8.2 OF THE SGX-ST LISTING MANUAL
FY2008 vs FY2007 Group working capital decreased from S$105.9 million as at 31 December 2007 to S$86.6 million as at 31 December 2008. The Groups current assets of S$247.4 million for FY2008 were S$40.1 million (19.3%) higher than that of the previous year end. The increase was mainly due to trade and other receivables from completed property projects and deposit paid for new retail outlets. The Groups current liabilities of S$160.8 million as at 31 December 2008 were S$59.4 million (58.6%) higher than the balance of S$101.4 million recorded in the previous year. The higher liabilities were mainly due to higher payables for its Property Development Business. As the Group expects more TOPs for its existing projects in 2009, term loans for those projects were reclassified from non-current liabilities to current liabilities. 2. A statement by the issuer manager that, to the best of its knowledge and belief, the document constitutes full and true disclosure of all material facts about the issue, the issuer and its subsidiaries, and that the issue manager is not aware of any facts the omission of which would make any statement in the document misleading; and where the document contains a profit forecast, that it is satisfied that the profit forecast has been stated by the directors after reasonable enquiry. Not applicable. No issue manager has been appointed for the Rights Issue.
58
APPENDIX I PROCEDURES FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION BY ENTITLED DEPOSITORS
1. INTRODUCTION Entitled Depositors are entitled to receive this Offer Information Statement and the ARE which forms part of this Offer Information Statement. The provisional allotments of Rights Shares are governed by the terms and conditions of this Offer Information Statement and the enclosed ARE. The number of Rights Shares provisionally allotted to each Entitled Depositor is indicated in the ARE (fractional entitlements to a Rights Share (if any) having been disregarded). The Securities Accounts of Entitled Depositors have been credited by CDP with provisional allotments of Rights Shares as indicated in the ARE. Entitled Depositors may accept their provisional allotments of Rights Shares in whole or in part. Full instructions for the acceptance of and payment for the provisional allotments of Rights Shares are set out in this Offer Information Statement as well as the ARE. If an Entitled Depositor wishes to accept his provisional allotment of Rights Shares specified in the ARE, in full or in part, and (if applicable) apply for Excess Rights Shares in addition to the Rights Shares he has been provisionally allotted, he may do so by completing the relevant portions of the ARE or by way of an Electronic Application (as described below). An Entitled Depositor should ensure that the ARE is accurately and correctly completed and signed, failing which the acceptance of the provisional allotment of Rights Shares and (if applicable) application for Excess Rights Shares may be rejected. CPF members under the CPF Investment Scheme - Ordinary Account (collectively, IS Members) may use, subject to applicable CPF rules and regulations, monies standing to the credit of their respective CPF Investment Accounts (CPF Funds) for the payment of the Issue Price to subscribe for the Rights Shares if they had previously bought their Shares using CPF Funds. IS Members who wish to accept the provisional allotments of Rights Shares and (if applicable) apply for Excess Rights Shares using CPF Funds will need to instruct their respective CPF Approved Banks, where such IS Members hold their CPF Investment Accounts, to accept and (if applicable) apply for the Rights Shares on their behalf in accordance with this Offer Information Statement. IS Members should note that CPF Funds cannot be used for the payment of Rights Shares and/or Excess Rights Shares if they submit their acceptances and/or applications directly to CDP and/or through the ATMs of the Participating Banks. Any such acceptance purporting to use CPF Funds for the payment of Rights Shares and/or Excess Rights Shares will be rejected. CPF Funds may not, however, be used for the purchase of the provisional allotments of Rights Shares directly from the market. With regard to any application which does not conform strictly to the instructions set out under this Offer Information Statement, the ARE, the ARS, the PAL and/or any other application form for the Rights Shares in relation to the Rights Issue or which does not comply with the instructions for Electronic Application or with the terms and conditions of this Offer Information Statement, or in the case of any application by the ARE, the ARS, the PAL, and/or any other application form for the Rights Issue which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly or insufficiently drawn remittance, or where the Free Balance of the Entitled Depositors securities account is not credited or is credited with less than the relevant number of Rights Shares subscribed as at the last date and time for acceptances, excess application and payment of Rights Shares, the Company or CDP may, at their/its absolute discretion, reject or treat as invalid any such application and present for payment or other processes all remittances at any time after receipt in such manner as they/it may deem fit. The Company and CDP shall be entitled to process each application submitted for the acceptance of Rights Shares, and where applicable, application of Excess Rights Shares in relation to the Rights Issue and the payment received in relation thereto, pursuant to such application, by an Entitled Depositor, on its own, without regard to any other application and payment that may be submitted by the same Entitled Depositor. For the avoidance of doubt, insufficient payment for an application may render the application invalid. Evidence of payment (or overpayment) in other
I-1
applications shall not constitute, or be construed as, an affirmation of such invalid application for acceptance of the provisional allotment of Rights Shares and (if applicable) application for Excess Rights Shares. Unless expressly provided to the contrary in this Offer Information Statement, ARE and/or the ARS with respect to enforcement against Entitled Depositors or their renouncees, a person who is not a party to any contracts made pursuant to this Offer Information Statement, the ARE or the ARS has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable. An Entitled Depositor may accept his provisional allotment of Rights Shares specified in his ARE and (if applicable) apply for Excess Rights Shares either through CDP or by way of Electronic Application through an ATM of a Participating Bank as described below. For investors who hold Shares through finance companies or Depository Agents or CPF Approved Banks, acceptances of the Rights Shares and (if applicable) applications for Excess Rights Shares must be done through the respective finance companies, Depository Agents or CPF Approved Banks. For such investors, applications for Rights Shares and/or Excess Rights Shares made directly to the CDP or through the ATMs of the Participating Banks will be rejected. 2. MODE OF ACCEPTANCE AND APPLICATION (a) Acceptance/Application through CDP To accept the provisional allotment of Rights Shares and (if applicable) apply for Excess Rights Shares through CDP, the duly completed and signed ARE must be accompanied by A SINGLE REMITTANCE for payment in full for the relevant number of Rights Shares accepted and (if applicable) Excess Rights Shares applied for and submitted by hand to ASPIAL CORPORATION LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, at 4 SHENTON WAY, #02-01, SGX CENTRE 2, SINGAPORE 068807 or by post in the self addressed envelope provided, at the senders own risk, to ASPIAL CORPORATION LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597, SINGAPORE 903147, so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). The payment must be made in Singapore currency in the form of a Bankers Draft or Cashiers Order drawn on a bank in Singapore and made payable to CDP ASPIAL RIGHTS ISSUE ACCOUNT and crossed NOT NEGOTIABLE, A/C PAYEE ONLY with the name and Securities Account number of the Entitled Depositor clearly written in block letters on the reverse side. NO COMBINED BANKERS DRAFT OR CASHIERS ORDER FOR DIFFERENT SECURITIES ACCOUNTS OR OTHER FORM OF PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED. (b) Acceptance/Application by way of Electronic Application through an ATM of a Participating Bank Instructions for Electronic Applications through ATMs to accept the Rights Shares provisionally allotted or (if applicable) to apply for Excess Rights Shares will appear on the ATM screens of the respective Participating Banks. Please refer to Appendix II to this Offer Information Statement for the additional terms and conditions for an Electronic Application through an ATM of a Participating Bank.
I-2
If an Entitled Depositor makes an Electronic Application through an ATM, he would have irrevocably authorised the Participating Bank to deduct the full amount payable for the relevant number of Rights Shares accepted and (if applicable) Excess Rights Shares applied for from his bank account with such Participating Bank in respect of such application. In the case of an Entitled Depositor who has accepted the Rights Shares by way of the ARE and/or the ARS and/or has applied for Excess Rights Shares by way of the ARE and also by way of an Electronic Application through an ATM, the Company and/or CDP shall be authorised and entitled to accept his instructions in whichever mode or combination as the Company and/or CDP may, in their absolute discretion, deem fit. An Entitled Depositor may choose to accept his provisional allotment of Rights Shares specified in the ARE in full or in part. If an Entitled Depositor wishes to accept part of his provisional allotment of Rights Shares and trade the balance of his provisional allotment of Rights Shares on the Official List of the SGX-ST, he should: (i) complete and sign the ARE for the number of Rights Shares provisionally allotted which he wishes to accept and submit the ARE together with payment in the prescribed manner as described above to CDP; or subscribe for that part of his provisional allotment of Rights Shares by way of Electronic Application in the prescribed manner.
(ii)
The balance of his provisional allotment of Rights Shares may be sold as soon as dealings therein commence on the SGX-ST. Entitled Depositors who wish to trade all or part of their provisional allotments of Rights Shares on the Official List of the SGX-ST during the provisional allotment trading period should note that the provisional allotments of Rights Shares will be tradable in board lots, each board lot comprising provisional allotments of 1,000 Rights Shares, as the case may be, or any other board lot size which the SGX-ST may require. Such Entitled Depositors may start trading in their provisional allotments of Rights Shares as soon as dealings therein commence on the Official List of the SGX-ST. The AREs need not be forwarded to the Purchasers as arrangements will be made by CDP for separate ARSs to be issued to the Purchasers. Purchasers should note that CDP will, on behalf of the Company, send the ARSs, accompanied by this Offer Information Statement, by ordinary post and at the Purchasers own risk, to their respective Singapore mailing addresses as recorded with CDP. Purchasers should ensure that their ARSs are accurately and correctly completed and signed, failing which the acceptance of the provisional allotment of Rights Shares may be rejected. Purchasers who do not receive the ARSs accompanied by this Offer Information Statement may obtain the ARSs accompanied by this Offer Information Statement from CDP, the Share Registrar or any stock broking firm for the period up to 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). This Offer Information Statement and its accompanying documents will not be despatched to Purchasers whose registered addresses with CDP are not in Singapore (Foreign Purchasers). Foreign Purchasers who wish to accept the provisional allotments of Rights Shares credited to their Securities Accounts should make the necessary arrangements with their Depository Agents or stockbrokers in Singapore. Purchasers should inform their finance company/Depository Agent if their purchases of such provisional allotments are settled through these intermediaries. In such instances, if the Purchasers wish to accept the Rights Shares represented by the provisional allotments purchased, they will need to go through these intermediaries, who will then accept the Rights Shares on their behalf.
I-3
3. COMBINATION APPLICATION In the event that the Entitled Depositor accepts the Rights Shares by way of the ARE and/or the ARS and/or has applied for Excess Rights Shares by way of the ARE and also by way of an Electronic Application, the Company and/or CDP shall be authorised and entitled to accept his instructions in whichever mode or combination as the Company and/or CDP may, in their absolute discretion, deem fit. Without prejudice to the generality of the foregoing, in such a case, the Entitled Depositor shall be regarded as having irrevocably authorised the Company and/or CDP to apply all amounts received whether under the ARE, the ARS and/or any other acceptance and/or application for Rights Shares (including an Electronic Application) in whichever mode or combination as the Company and/or CDP may, in their absolute discretion, deem fit. 4. ILLUSTRATIVE EXAMPLES As an illustration, if an Entitled Depositor has 5,000 Shares standing to the credit of his Securities Account as at the Books Closure Date, the Entitled Depositor will be provisionally allotted 1,000 Rights Shares as set out in his ARE. The Entitled Depositors alternative courses of action, and the necessary procedures to be taken under each course of action, are summarised below: Alternatives (a) Accept his entire provisional allotment of Rights Shares and (if applicable) apply for Excess Rights Shares Procedures to be taken (i) By way of Electronic Application. Accept his entire provisional allotment of 1,000 Rights Shares and (if applicable) apply for Excess Rights Shares by way of an Electronic Application through an ATM of a Participating Bank as described herein not later than 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company); or
(ii) Through CDP. Complete and sign the ARE in accordance with the instructions contained therein for the full provisional allotment of 1,000 Rights Shares and (if applicable) the number of Excess Rights Shares applied for and forward the ARE together with a single remittance for S$210 (or, if applicable, such higher amount in respect of the total number of Rights Shares accepted and Excess Rights Shares applied for) by way of a Bankers Draft or Cashiers Order drawn in Singapore currency on a bank in Singapore and made payable to CDP ASPIAL RIGHTS ISSUE ACCOUNT and crossed NOT NEGOTIABLE, A/C PAYEE ONLY for the full amount due on acceptance and (if applicable) application, by hand to ASPIAL CORPORATION LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, at 4 SHENTON WAY, #02-01, SGX CENTRE 2, SINGAPORE 068807 or by post, at his own risk, in the self-addressed envelope provided to ASPIAL CORPORATION LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597, SINGAPORE 903147 so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company) and with the name and Securities Account number of the Entitled Depositor written in block letters on the reverse side.
I-4
Alternatives Procedures to be taken NO COMBINED BANKERS DRAFT OR CASHIERS ORDER FOR DIFFERENT SECURITIES ACCOUNTS OR OTHER MODE OF PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED. (b) Accept a por tion of his provisional allotment of Rights Shares, for example his entitlement to 500 provisionally allotted Rights Shares, and rejects the balance. (i) By way of Electronic Application. Accept the provisional allotment of 500 Rights Shares by way of an Electronic Application through an ATM of a Participating Bank as described herein not later than 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company); or
(ii) Through CDP. Complete and sign the ARE in accordance with the instructions contained therein for the provisional allotment of 500 Rights Shares and forward the ARE together with a single remittance for S$105 in the prescribed manner described in alternative (a)(ii) above to CDP so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). The balance of the provisional allotment of 500 Rights Shares which is not accepted by the Entitled Depositor will automatically lapse and cease to be available for acceptance by that Entitled Depositor if an acceptance is not made through an ATM of a Participating Bank by 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company) or if an acceptance is not made through CDP by 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). (c) Accept a por tion of his provisional allotment of Rights Shares, for example his entitlement to 500 provisionally allotted Rights Shares, and trade the balance on the Official List of the SGX-ST. (i) By way of Electronic Application. Accept the provisional allotment of 500 Rights Shares by way of an Electronic Application through an ATM of a Participating Bank as described herein not later than 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company); or
I-5
Alternatives Procedures to be taken (ii) Through CDP. Complete and sign the ARE in accordance with the instructions contained therein for the provisional allotment of 500 Rights Shares, and forward the ARE together with a single remittance for S$105 in the prescribed manner described in alternative (a)(ii) above to CDP, so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). The balance of the provisional allotments of 500 Rights Shares may be traded on the SGX-ST during the provisional allotment trading period. Entitled Depositors should note that the provisional allotments of Rights Shares will be tradable in the ready market, with each board lot comprising provisional allotments of 1,000 Rights Shares, or any other board lot size which the SGX-ST may require. 5. 5.1 TIMING AND OTHER IMPORTANT INFORMATION Timing THE LAST TIME AND DATE FOR ACCEPTANCES AND (IF APPLICABLE) EXCESS APPLICATIONS AND PAYMENT FOR THE RIGHTS SHARES UNDER THE RIGHTS ISSUE IS: (A) 9.30 P.M. ON 10 JANUARY 2011 (OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE COMPANY) IF ACCEPTANCE AND (IF APPLICABLE) EXCESS APPLICATION AND PAYMENT FOR THE RIGHTS SHARES IS MADE THROUGH AN ATM OF A PARTICIPATING BANK; OR 5.00 P.M. ON 10 JANUARY 2011 (OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE COMPANY) IF ACCEPTANCE AND (IF APPLICABLE) EXCESS APPLICATION AND PAYMENT FOR THE RIGHTS SHARES IS MADE THROUGH CDP.
(B)
If acceptance and payment for the Rights Shares in the prescribed manner as set out in the ARE or ARS (as the case may be) and this Offer Information Statement is not received through an ATM of a Participating Bank by 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company) or through CDP by 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company) from any Entitled Depositor or Purchaser, the provisional allotments of Rights Shares shall be deemed to have been declined and shall forthwith lapse and become void, and such provisional allotments not so accepted will be used to satisfy excess applications, if any, or otherwise dealt with in such manner as the Directors may, in their absolute discretion, deem fit. All monies received in connection therewith will be returned by CDP on behalf of the Company to the Entitled Depositors or the Purchasers, as the case may be, without interest or any share of revenue or other benefit arising therefrom, by means of a crossed cheque in Singapore currency sent by ordinary post to their mailing address as recorded with CDP or such other manner as may be agreed with CDP for the payment of cash distributions or by crediting their accounts with the relevant Participating Banks (where acceptance is through Electronic Application at the ATMs) and at the Entitled Depositors or the Purchasers own risk.
I-6
5.2 Appropriation An Entitled Depositor should note that: (a) by accepting his provisional allotment of Rights Shares and/or applying for Excess Rights Shares, he acknowledges that, in the case where: (i) the amount of remittance (if any) payable to the Company as per the instructions received by CDP whether under the ARE, the ARS and/or in any other application form for Rights Shares differs from the amount actually received by CDP, or the amount as stated in Sections (A) and (B) in the ARE, the ARS and/or in any other application form for Rights Shares differs from the amount received by CDP, or otherwise payable by him in respect of his acceptance of the Rights Shares and (if applicable) in respect of his application for the Excess Rights Shares,
(ii)
the Company and/or CDP shall be entitled to determine and appropriate all amounts received by CDP on the Companys behalf for each application on its own whether under the ARE, the ARS and/or any other application form for Rights Shares as follows: firstly, towards payment of all amounts payable in respect of his acceptance of the Rights Shares; and secondly, (if applicable) towards payment of all amounts payable in respect of his application for Excess Rights Shares. The determination and appropriation by the Company and/or CDP shall be conclusive and binding; and (b) in the event that the Entitled Depositor accepts the Rights Shares by way of the ARE and/ or the ARS and/or has applied for Excess Rights Shares by way of the ARE and also by way of an Electronic Application, the Company and/or CDP shall be authorised and entitled to accept his instructions in whichever mode or combination as the Company and/or CDP may, in their absolute discretion, deem fit. Without prejudice to the generality of the foregoing, in such a case, the Entitled Depositor shall be regarded as having irrevocably authorised the Company and/or CDP to apply all amounts received whether under the ARE, the ARS and/or any other acceptance and/or application for Rights Shares (including an Electronic Application) which he has authorised or deemed to have authorised to apply towards the payment for acceptance of the Rights Shares and/or application for Excess Rights Shares in whichever mode or combination as the Company and/or CDP may, in their absolute discretion, deem fit.
If any Entitled Depositor or Purchaser is in any doubt as to the action he should take, he should consult his stockbroker, bank manager, legal adviser, accountant or other professional advisers immediately. 5.3 Application for Excess Rights Shares The Excess Rights Shares are available for application subject to the terms and conditions contained in the ARE and this Offer Information Statement and (if applicable) the Memorandum and Articles of Association of the Company. Applications for Excess Rights Shares will, at the Directors absolute discretion, be satisfied from such Rights Shares that are not validly taken up by Entitled Depositors, the original allottee(s) or their respective renouncee(s) or the Purchaser(s) of the provisional allotments (including the aggregated fractional entitlements and any unsold nil-paid provisional allotment of Rights Shares of Foreign Shareholders) in accordance with the terms and conditions contained in the ARE and this Offer Information Statement. In the event that applications are received by the Company for more Excess Rights Shares than are available, the Excess Rights Shares available will be allotted in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. In the allotment of any Excess Rights Shares, preference will be given to the rounding of odd lots and the Directors and Substantial Shareholders will rank last in priority.
I-7
The Company reserves the right to refuse any application for Excess Rights Shares in whole or in part without assigning any reason whatsoever therefor. CDP takes no responsibility for any decision that the Directors may make. If no Excess Rights Shares are allotted or if the number of Excess Rights Shares allotted is less than that applied for, the amount paid on application or the surplus application monies, as the case may be, will be refunded to such Entitled Depositors without interest or any share of revenue or other benefit arising therefrom within 14 days after the Closing Date, by crediting their accounts with the relevant Participating Banks at their own risk (if they accept by way of an Electronic Application), the receipt by such bank being a good discharge to the Company and CDP for their obligations, if any, thereunder, or by means of a crossed cheque in Singapore currency drawn on a bank in Singapore and sent to them BY ORDINARY POST and at their own risk to their mailing address as recorded with CDP or in such manner as they may have agreed with CDP for the payment of any cash distributions. 5.4 Deadlines It should be particularly noted that unless: (i) acceptance of the provisional allotment of Rights Shares is made by the Entitled Depositors or the Purchasers (as the case may be) by way of an Electronic Application through an ATM of a Participating Bank and payment of the full amount payable for such Rights Shares is effected by 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company); or acceptance and payment in Singapore currency by Bankers Draft or Cashiers Order drawn on a bank in Singapore and made out in favour of CDP ASPIAL RIGHTS ISSUE ACCOUNT for the Rights Shares and crossed NOT NEGOTIABLE, A/C PAYEE ONLY for the full amount due on acceptance and with the names and Securities Account numbers of the Entitled Depositors or the Purchasers (as the case may be) clearly written in block letters on the reverse side is submitted by hand to ASPIAL CORPORATION LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, at 4 SHENTON WAY, #02-01, SGX CENTRE 2, SINGAPORE 068807 or by post in the self-addressed envelope provided, at the senders own risk, to ASPIAL CORPORATION LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597, SINGAPORE 903147 by 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company),
(ii)
the provisional allotment of Rights Shares will be deemed to have been declined and shall forthwith lapse and become void. All monies received in connection therewith will be returned to the Entitled Depositors or the Purchasers (as the case may be) without interest or share of revenue or other benefit arising therefrom by means of a crossed cheque in Singapore currency drawn on a bank in Singapore and sent BY ORDINARY POST to their mailing address as recorded with CDP or in such other manner as they may have agreed with CDP for the payment of any cash distribution (where acceptance is through CDP) or by crediting their accounts with the relevant Participating Banks (where acceptance is through Electronic Application at the ATMs), and at the Entitled Depositors or the Purchasers (as the case may be) own risk within 14 days after the Closing Date. ACCEPTANCES ACCOMPANIED BY ANY OTHER FORM OF PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL NOT BE ACCEPTED.
I-8
APPENDIX II ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATION THROUGH THE ATMS OF PARTICIPATING BANKS
The procedures for Electronic Applications at ATMs of the Participating Banks are set out on the ATM screens of the relevant Participating Banks (the Steps). Please read carefully the terms and conditions of this Offer Information Statement, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. An ATM card issued by one Participating Bank cannot be used to accept and (if applicable) apply for Rights Shares at an ATM belonging to other Participating Banks. Any Electronic Application which does not strictly conform to the instructions set out on the screens of the ATM through which the Electronic Application is made will be rejected. Any reference to the Applicant in the terms and conditions for Electronic Applications and the Steps shall mean the Entitled Depositor or the Purchaser of the provisional allotment of Rights Shares who accepts or (as the case may be) who applies for the Rights Shares through an ATM of the Participating Banks. An Applicant must have an existing bank account with and be an ATM cardholder of one of the Participating Banks before he can make an Electronic Application at the ATM of that Participating Bank. The actions that the Applicant must take at ATMs of the Participating Banks are set out on the ATM screens of the relevant Participating Banks. Upon the completion of his Electronic Application transaction, the Applicant will receive an ATM transaction slip (Transaction Record), confirming the details of his Electronic Application. The Transaction Record is for retention by the Applicant and should not be submitted with any ARE and/or ARS. An Applicant, including one who has a joint bank account with a Participating Bank, must ensure that he enters his own Securities Account number when using the ATM card issued to him in his own name. Using his own Securities Account number with an ATM card which is not issued to him in his own name will render his acceptance or (as the case may be) application liable to be rejected. The Electronic Application shall be made on, and subject to, the terms and conditions of this Offer Information Statement including, but not limited to, the terms and conditions appearing below: (1) In connection with his Electronic Application for the Rights Shares, the Applicant is required to confirm statements to the following effect in the course of activating the ATM for his Electronic Application: (a) that he has received a copy of this Offer Information Statement and has read, understood and agreed to all the terms and conditions of acceptance and (as the case may be) application for the Rights Shares under the Rights Issue and this Offer Information Statement prior to effecting the Electronic Application and agrees to be bound by the same; and that he consents to the disclosure of his name, NRIC/passport number, address, nationality, CDP Securities Account number, CPF Investment Account number and application details (the Relevant Particulars) from his account with that Participating Bank to the Share Registrar, Securities Clearing & Computer Services (Pte) Ltd, CDP, CPF Board, the SGX-ST and the Company (the Relevant Parties).
(b)
His application will not be successfully completed and cannot be recorded as a completed transaction in the ATM unless he presses the Enter or OK or Confirm or Yes key (as the case may be). By doing so, the Applicant shall be treated as signifying his confirmation of each of the two statements above. In respect of statement 1(b) above, his confirmation, by pressing the Enter or OK or Confirm or Yes key (as the case may be), shall signify and shall be treated as his written permission, given in accordance with the relevant laws of Singapore including Section 47(2) of the Third Schedule to the Banking Act, Chapter 19 of Singapore, to the disclosure by that Participating Bank of the Relevant Particulars to the Relevant Parties. (2) An Applicant may make an Electronic Application at an ATM of any Participating Bank for the Rights Shares using cash only by authorising such Participating Bank to deduct the full amount payable from his account with such Participating Bank.
II-1
(3) The Applicant irrevocably agrees and undertakes to subscribe for and to accept up to the aggregate of the number of Rights Shares provisionally allotted and Excess Rights Shares applied for as stated on the Transaction Record or the number of provisionally allotted Rights Shares standing to the credit of the Free Balance of his Securities Account as at Closing Date. In the event that the Company decides to allot any lesser number of Excess Rights Shares or not to allot any number of Excess Rights Shares to the Applicant, the Applicant agrees to accept the decision as final and binding. If the Applicants Electronic Application is successful, his confirmation (by his action of pressing the Enter or OK or Confirm or Yes key, as the case may be, on the ATM) of the number of Rights Shares accepted and/or Excess Rights Shares applied for shall signify and shall be treated as his acceptance of the number of Rights Shares accepted and/or Excess Rights Shares applied for that may be allotted to him. In the event that the Applicant accepts the Rights Shares both by way of ARE and/or ARS (as the case may be) and by Electronic Application through an ATM of a Participating Bank, the Company and/or CDP shall be authorised and entitled to accept the Applicants instructions in whichever mode or a combination thereof as it may, in its absolute discretion, deem fit. In determining the number of Rights Shares which the Applicant has validly given instructions to accept, the Applicant shall be deemed to have irrevocably given instructions for and agreed to accept the lesser of the number of provisionally allotted Rights Shares which are standing to the credit of the Free Balance of his Securities Account as at the Closing Date and the aggregate number of Rights Shares which have been accepted by the Applicant by way of ARE and/or ARS (as the case may be) and by Electronic Application through an ATM. The Company and/or CDP, in determining the number of Rights Shares which the Applicant has validly given instructions to accept, shall be authorised and entitled to have regard to the aggregate amount of payment received for the acceptance of Rights Shares, whether by way of Bankers Draft or Cashiers Order drawn on a bank in Singapore accompanying the ARE and/or ARS or by way of Electronic Application through an ATM of a Participating Bank. If applicable, in the event that the Applicant applies for Excess Rights Shares both by way of ARE and by Electronic Application through an ATM of a Participating Bank. The Company and/or CDP shall be authorised and entitled to accept the Applicants instructions in whichever mode or a combination thereof as it may, in its absolute discretion, deem fit. In determining the number of Excess Rights Shares which the Applicant has validly given instructions for the application of, the Applicant shall be deemed to have irrevocably given instructions to apply for and agreed to accept such number of Excess Rights Shares not exceeding the aggregate number of Excess Rights Shares for which he has applied by way of ARE and by Electronic Application through an ATM of a Participating Bank. The Company and/or CDP, in determining the number of Excess Rights Shares which the Applicant has given valid instructions for the application, shall be authorised and entitled to have regard to the aggregate amount of payment received for the application of the Excess Rights Shares, whether by way of Bankers Draft or Cashiers Order drawn on a bank in Singapore accompanying the ARE or by way of application through Electronic Application through an ATM of a Participating Bank. The Applicant irrevocably requests and authorises the Company to: (a) register, or procure the registration of the Rights Shares allotted to the Applicant in the name of CDP for deposit into his Securities Account; return (without interest or any share of revenue or other benefit arising therefrom) the acceptance/application monies, should his Electronic Application in respect of the Rights Shares not be accepted and/or Excess Rights Shares applied for not be accepted by the Company for any reason, by automatically crediting the Applicants bank account with his Participating Bank with the relevant amount within 14 days after the Closing Date; and
(4)
(5)
(6)
(7)
(b)
II-2
(c) return (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies, should his Electronic Application for Excess Rights Shares be accepted in part only, by automatically crediting the Applicants bank account with his Participating Bank with the relevant amount within 14 days after the Closing Date.
(8)
BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HE IS NOT ACCEPTING/APPLYING FOR THE RIGHTS SHARES AS NOMINEE OF ANY OTHER PERSON. The Applicant irrevocably agrees and acknowledges that his Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God, mistakes, losses and theft (in each case whether or not within the control of CDP, the Participating Banks, the Company and/or the Share Registrar) and any events whatsoever beyond the control of CDP, the Participating Banks, the Company and/or the Share Registrar and if, in any such event, CDP and/or the Participating Banks and/or the Company and/or the Share Registrar do not record or receive the Applicants Electronic Application by 9.30 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company), or such data or the tape containing such data is lost, corrupted, destroyed or not otherwise accessible, whether wholly or partially for whatever reason, the Applicant shall be deemed not to have made an Electronic Application and the Applicant shall have no claim whatsoever against CDP, the Participating Banks, the Company and/or the Share Registrar for any purported acceptance thereof and (if applicable) excess application therefor, or for any compensation, loss or damage in connection therewith or in relation thereto. Electronic Applications may only be made at the ATMs of the Participating Banks from Mondays to Saturdays between 7.00 a.m. to 9.30 p.m. (excluding public holidays). Electronic Applications shall close at 9.30 p.m. on 10 January 2011 (or such other time(s) and date(s) as may be announced from time to time by or on behalf of the Company). All particulars of the Applicant in the records of his Participating Bank at the time he makes his Electronic Application shall be deemed to be true and correct and the relevant Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in the particulars of the Applicant after the time of the making of his Electronic Application, the Applicant shall promptly notify his Participating Bank. The Applicant must have sufficient funds in his bank account(s) with his Participating Bank at the time he makes his Electronic Application, failing which his Electronic Application will not be completed. Any Electronic Application made at the ATMs of Participating Banks which does not strictly conform to the instructions set out on the ATM screens of such Participating Banks will be rejected. Where an Electronic Application is not accepted, it is expected that the full amount of the acceptance/application monies will be refunded in Singapore dollars (without interest or any share of revenue or other benefit arising therefrom) to the Applicant by being automatically credited to the Applicants account with the relevant Participating Bank within 14 days after the Closing Date. An Electronic Application may also be accepted in part, in which case the balance amount of acceptance/application monies will be refunded on the same terms. In consideration of the Company arranging for the Electronic Application facility through the ATMs of the Participating Banks and agreeing to close the Rights Issue at 9.30 p.m. on 10 January 2011 or such later time or date as the Company may, in its absolute discretion, decide, and by making and completing an Electronic Application, the Applicant agrees that: (a) his Electronic Application is irrevocable (whether or not any supplementary or replacement document has been lodged with the Authority);
(9)
(10)
(11)
(12)
(13)
(14)
(15)
II-3
(b) his Electronic Application, the acceptance by the Company and the contract resulting therefrom shall be governed by and construed in accordance with the laws of Singapore and he irrevocably submits to the exclusive jurisdiction of the Singapore courts; none of the Company, CDP, the Participating Banks nor the Share Registrar shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to his Electronic Application to the Company or CDP due to a breakdown or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 9 above or to any cause beyond their respective control; he will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of the provisionally allotted Rights Shares and (if applicable) application for Excess Rights Shares; in respect of the Rights Shares and/or Excess Rights Shares for which his Electronic Application has been successfully completed and not rejected, acceptance of the Applicants Electronic Application shall be constituted by written notification by or on behalf of the Company and not otherwise, notwithstanding any payment received by or on behalf of the Company; and unless expressly provided to the contrary in this Offer Information Statement or the Electronic Application, a person who is not a party to any contracts made pursuant to this Offer Information Statement or the Electronic Application has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable.
(c)
(d)
(e)
(f)
(16)
The Applicant should ensure that his personal particulars as recorded by both CDP and the relevant Participating Banks are correct and identical, otherwise, his Electronic Application may be liable to be rejected. The Applicant should promptly inform CDP of any change in his address, failing which the notification letter on successful allotment and other correspondence will be sent to his mailing address last registered with CDP. The existence of a trust will not be recognised. Any Electronic Application by an Applicant must be made in his own name and without qualification. The Company will reject any application by any person acting as nominee. In the event that the Applicant accepts or subscribes for the provisionally allotted Rights Shares or (if applicable) applies for Excess Rights Shares, as the case may be, by way of ARE and/ or ARS or by way of Electronic Application through any ATM of the Participating Banks, the provisionally allotted Rights Shares and/or Excess Rights Shares will be allotted in such manner as the Company or CDP may, in their absolute discretion, deem fit and the surplus amount paid on acceptance and (if applicable) excess application, as the case may be, will be refunded, without interest or any share of revenue or other benefit arising therefrom, within 14 days after the Closing Date by any one or a combination of the following: (a) by means of a crossed cheque in Singapore currency sent BY ORDINARY POST to his mailing address as recorded with CDP at his own risk if he accepts and (if applicable) applies through CDP or in such other manner as he may have agreed with CDP for the payment of cash distributions (where his acceptance and/or application is through CDP); and/or crediting the Applicants bank account with the Participating Bank at his own risk if he accepts and (if applicable) applies through an ATM of a Participating Bank.
(17)
(18)
(b)
II-4
(19) The Applicant hereby acknowledges that, in determining the total number of Rights Shares represented by the provisional allotment of Rights Shares which he can validly accept, the Company and CDP are entitled and the Applicant hereby authorises the Company and CDP to take into consideration: (a) the total number of Rights Shares represented by the provisional allotment of Rights Shares which the Applicant has validly accepted, whether under the ARE or any other form of application (including Electronic Application through an ATM) for the Rights Shares; the total number of Rights Shares represented by the provisional allotment of Rights Shares standing to the credit of the Free Balance of the Entitled Depositors Securities Account which is available for acceptance; and the total number of Rights Shares represented by the provisional allotment of Rights Shares which has been disposed of by the Applicant.
(b)
(c)
The Applicant hereby acknowledges that CDPs and/or the Companys determination shall be conclusive and binding on him. (20) The Applicant irrevocably requests and authorises CDP to accept instructions from the Participating Bank through whom the Electronic Application is made in respect of the provisional allotment of Rights Shares accepted by the Applicant and (if applicable) the Excess Rights Shares which the Applicant has applied for. With regard to any application which does not conform strictly to the instructions set out under the Offer Information Statement, the ARE, the ARS, the PAL and/or any other application form for the Rights Shares in relation to the Rights Issue or which does not comply with the instructions for Electronic Application or with the terms and conditions of the Offer Information Statement, or in the case of an application by the ARE, the ARS, the PAL and/or any other application form for the Rights Shares in relation to the Rights Issue which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly or insufficiently drawn remittance, or where the Free Balance of the Applicants securities account is not credited with or credited with less than the relevant number of Rights Shares subscribed as at the last date and time for acceptance, excess application and payment of Rights Shares, the Company and/or CDP may, at their/its absolute discretion, reject or treat or invalid any such application or present for payment or other processes all remittances at any time after receipt in such manner as they/it may deem fit. The Company and CDP shall be entitled to process each application submitted for the acceptance of Rights Shares, and where applicable, application for Excess Rights Shares in relation to the Rights Issue and the payment received in relation thereto, pursuant to such application, by an Applicant, on its own, without regard to any other application and payment that may be submitted by the same applicant. For the avoidance of doubt, insufficient payment may render the application invalid. Evidence of payment (or overpayment) shall not constitute or be construed as an affirmation of such invalid application and (if applicable) application for Excess Rights Shares.
(21)
(22)
II-5
APPENDIX III PROCEDURES FOR ACCEPTANCE, SPLITTING, RENUNCIATION, EXCESS APPLICATION AND PAYMENT BY ENTITLED SCRIPHOLDERS
1. INTRODUCTION Entitled Scripholders are entitled to receive this Offer Information Statement with the following documents which are enclosed with, and are deemed to constitute a part of, this Offer Information Statement: PAL incorporating: Form of Acceptance Request for Splitting Form of Renunciation Form of Nomination Excess Rights Shares Application Form Form Form Form Form A B C D E
The provisional allotment of the Rights Shares and application for Excess Rights Shares are governed by the terms and conditions of this Offer Information Statement and the PAL and (if applicable) the Memorandum and Articles of Association of the Company. The number of Rights Shares provisionally allotted to Entitled Scripholders is indicated in the PAL (fractional entitlements, if any, having been disregarded). Entitled Scripholders may accept their provisional allotments of Rights Shares, in full or in part, and are eligible to apply for Rights Shares in excess of their entitlements under the Rights Issue. Full instructions for the acceptance of and payment for the Rights Shares provisionally allotted to Entitled Scripholders and the procedures to be adopted should they wish to renounce, transfer or split their provisional allotments are set out in the PAL. With regard to any application which does not conform strictly to the instructions set out under this Offer Information Statement, the ARE, the ARS, the PAL and/or any other application form for the Rights Shares in relation to the Rights Issue or with the terms and conditions of this Offer Information Statement, or in the case of any application by the ARE, the ARS, the PAL, and /or any other application form for the Rights Issue which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly or insufficiently drawn remittance, the Company may, at its absolute discretion, reject or treat as invalid any such application and present for payment or other processes all remittances at any time after receipt in such manner as it may deem fit. The Company and the Share Registrar shall be entitled to process each application submitted for the acceptance of Rights Shares, and where applicable, application of Excess Rights Shares in relation to the Rights Issue and the payment received in relation thereto, pursuant to such application, by an Entitled Scripholder or a renouncee, on its own, without regard to any other application and payment that may be submitted by the same Entitled Scripholder or renouncee. For the avoidance of doubt, insufficient payment for an application may render the application invalid; evidence of payment (or overpayment) in other applications shall not constitute, or be construed as, an affirmation of such invalid application of Rights Shares and (if applicable) application for Excess Rights Shares. Entitled Scripholders should note that all dealings in and transactions of the provisional allotments of Rights Shares through the SGX-ST will be effected under the book-entry (scripless) settlement system. Accordingly, the PALs will not be valid for delivery pursuant to trades done on the Official List of the SGX-ST. Unless expressly provided to the contrary in this Offer Information Statement and/or the PAL, a person who is not a party to any contracts made pursuant to this PAL and/or this Offer Information Statement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable.
III-1
2. 2.1 FORM OF ACCEPTANCE (FORM A) Acceptance An Entitled Scripholder who wishes to accept his entire provisional allotment of Rights Shares or to accept any part of it and decline the balance should:(a) complete and sign the Form A for the number of Rights Shares which he wishes to accept; and forward the PAL at his own risk, in its entirety, duly completed and signed, together with payment in the prescribed manner to ASPIAL CORPORATION LIMITED C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED, 63 CANTONMENT ROAD, SINGAPORE 089758, so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company).
(b)
2.2
Insufficient Payment If: (a) no remittance is attached for the full amount that is payable for the provisional allotment of Rights Shares accepted by the Entitled Scripholder; or the remittance submitted together with the PAL, is less than the full amount that is payable for the provisional allotment of Rights Shares accepted by the Entitled Scripholder;
(b)
in each case, the attention of the Entitled Scripholder is drawn to paragraph 2.3 of this Appendix III entitled Appropriation which sets out the circumstances and manner in which the Company and the Share Registrar shall be entitled to determine the number of Rights Shares which the Entitled Scripholder has given instructions to accept. 2.3 Appropriation An Entitled Scripholder should note that by accepting his provisional allotment of Rights Shares, he acknowledges that, the Company and the Share Registrar, in determining the number of Rights Shares which the Entitled Scripholder has given instructions to accept, shall be authorised and entitled to have regard to the aggregate amount of payment received for the acceptance of Rights Shares, whether by way of cashiers order or bankers draft drawn on a bank in Singapore to be applied towards the payment of his acceptance of Rights Shares. 3. REQUEST FOR SPLITTING (FORM B), RENUNCIATION (FORM C) AND FORM OF NOMINATION (FORM D) Entitled Scripholders who wish to accept a portion of their provisional allotments of Rights Shares and renounce the balance of their provisional allotments of Rights Shares, or who wish to renounce all or part of their provisional allotments of Rights Shares in favour of more than one person, should first, using the Request for Splitting (Form B), request to have their provisional allotments of Rights Shares under the PAL split into separate PALs (Split Letters) according to their requirements. The duly completed Form B together with the PAL in its entirety should be returned, by post in the self-addressed envelope provided, at the senders own risk, to reach ASPIAL CORPORATION LIMITED C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED, 63 CANTONMENT ROAD, SINGAPORE 089758, not later than 5.00 p.m. on 4 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). Split Letters will then be issued to Entitled Scripholders in accordance with their request. No Split Letters will be issued to Entitled Scripholders if Form B is received after 5.00 p.m. on 4 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company).
III-2
The Split Letters representing the number of Rights Shares which Entitled Scripholders intend to renounce, may be renounced by completing the Form for Renunciation (Form C) before delivery to the renouncee. Entitled Scripholders should complete Form A of the Split Letter(s) representing that part of their provisional allotments of Rights Shares they intend to accept, if any, and forward the said Split Letter(s) together with remittance for the payment in the prescribed manner to the Share Registrar so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). Entitled Scripholders who wish to renounce their entire provisional allotments of Rights Shares in favour of one person, or renounce any part of it in favour of one person and decline the balance, should complete Form C for the number of provisional allotments of Rights Shares which they wish to renounce and deliver the PAL in its entirety to the renouncees. The renouncee should complete and sign Form D and send Form D, together with the PAL in its entirety, duly completed and signed, together with payment in the prescribed manner, to reach ASPIAL CORPORATION LIMITED C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED, 63 CANTONMENT ROAD, SINGAPORE 089758, not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company. Each Entitled Scripholder may consolidate the Rights Shares provisionally allotted in the PAL together with those comprised in any PALs and/or Split Letters renounced in his favour by completing and signing Form A and the Consolidated Listing Form in Form D of the PAL and attaching thereto all the said renounced PALs and/or Split Letters, each duly completed and signed and with the serial number of the Principal PAL (as hereinafter defined) stated on each of them. A Renouncee who is not an Entitled Scripholder and who wishes to consolidate the provisional allotments of Rights Shares comprised in several renounced PALs and/or Split Letters in one name only or in the name of a joint Securities Account should complete the Consolidated Listing Form in Form D of only one PAL or Split Letter (the Principal PAL) by entering therein details of the renounced PALs and/or Split Letters and attaching thereto all the said renounced PALs and/or Split Letters, each duly completed and signed, and with the serial number of the Principal PAL stated on each of them. ALL THE RENOUNCED PALS AND SPLIT LETTERS, EACH DULY COMPLETED AND SIGNED, MUST BE ATTACHED TO FORM A OR FORM D (AS THE CASE MAY BE). 4. PAYMENT Payment in relation to the PALs must be made in Singapore currency in the form of a Cashiers Order or Bankers Draft drawn on a bank in Singapore and made payable to ASPIAL RIGHTS ISSUE ACCOUNT and crossed NOT NEGOTIABLE, A/C PAYEE ONLY with the name and address of the Entitled Scripholder or acceptor clearly written in block letters on the reverse side of the remittance. The completed PAL and remittance should be addressed and forwarded, by post in the self-addressed envelope provided at the senders own risk, to ASPIAL CORPORATION LIMITED C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED, 63 CANTONMENT ROAD, SINGAPORE 089758, so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). NO OTHER FORM OF PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED. If acceptance and payment in the prescribed manner as set out in the PAL is not received by 5.00 p.m. on 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company), the provisional allotments of Rights Shares will be deemed to have been declined and shall forthwith lapsed and become void and such provisional allotments not so accepted will be used to satisfy excess applications, if any, or disposed of or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. The Company will return all unsuccessful application monies received in connection
III-3
therewith BY ORDINARY POST and at the risk of the Entitled Scripholders or their renouncee(s), as the case may be, without interest or share of revenue or benefit arising therefrom within 14 days after the Closing Date. 5. APPLICATION FOR EXCESS RIGHTS SHARES (FORM E) Entitled Scripholders who wish to apply for Excess Rights Shares in addition to those which have been provisionally allotted to them may do so by completing the Excess Rights Shares Application Form (Form E) and forwarding it with a separate remittance for the full amount payable in respect of the Excess Rights Shares applied for in the form and manner set out above, by post in the selfaddressed envelope provided at their own risk, to ASPIAL CORPORATION LIMITED C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED, 63 CANTONMENT ROAD, SINGAPORE 089758, so as to arrive not later than 5.00 p.m. on 10 January 2011 (or such other time(s) and/ or date(s) as may be announced from time to time by or on behalf of the Company). NO OTHER FORM OF PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED. The Excess Rights Shares are available for application subject to the terms and conditions contained in the PAL, Form E, this Offer Information Statement and (if applicable) the Memorandum and Articles of Association of the Company. Applications for Excess Rights Shares will, at the Directors absolute discretion, be satisfied from such Rights Shares as are not validly taken up by the Entitled Shareholders, the original allottee(s) or their respective renouncee(s) or the Purchaser(s) of the provisional allotments of Rights Shares, together with the aggregated fractional entitlements to the Rights Shares, the unsold nil-paid provisional allotment of Rights Shares (if any) of Foreign Shareholders and any Rights Shares that are otherwise not allotted for whatever reason in accordance with the terms and conditions contained in this Offer Information Statement, the PAL, Form E and (if applicable) the Memorandum and Articles of Association of the Company. In the event that applications are received by the Company for more Excess Rights Shares than are available, the Excess Rights Shares available will be allotted in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. In the allotment of Excess Rights Shares, preference will be given to the rounding of odd lots and Directors and Substantial Shareholders shall rank last in priority. The Company reserves the right to allot the Excess Rights Shares applied for under Form E in any manner as the Directors may deem fit and to refuse, in whole or in part, any application for Excess Rights Shares without assigning any reason whatsoever. CDP takes no responsibility for any decision that the Directors may make. In the event that the number of the Excess Rights Shares allotted to Entitled Scripholders is less than the number of Excess Rights Shares applied for, Entitled Scripholders shall be deemed to have accepted the number of Excess Rights Shares actually allotted to them. If no Excess Rights Shares are allotted to Entitled Scripholders or if the number of Excess Rights Shares allotted to them is less than that applied for, it is expected that the amount paid on application or the surplus of the application monies for Excess Rights Shares received by the Company, as the case may be, will be refunded to them by the Company without interest or any share of revenue or other benefit arising therefrom within 14 days after the Closing Date, BY ORDINARY POST at their own risk. 6. GENERAL No acknowledgements or receipts will be issued in respect of any acceptances, remittances or applications. Entitled Scripholders who are in doubt as to the action they should take should consult their stockbroker, bank manager, legal adviser, accountant or other professional adviser immediately.
III-4
Upon listing and quotation on the Official List of the SGX-ST, the Rights Shares when issued, will be traded under the book-entry (scripless) settlement system. All dealings in and transactions (including transfers) of the Rights Shares effected through the SGX-ST and/or CDP shall be made in accordance with CDPs Terms and Conditions for Operation of Securities Accounts with CDP, as the same may be amended from time to time. Copies of the above are available from CDP. To facilitate scripless trading, Entitled Scripholders and their renouncees who wish to accept the Rights Shares provisionally allotted to them and (if applicable) apply for Excess Rights Shares and who wish to trade the Rights Shares issued to them on the Official List of the SGX-ST under the book-entry (scripless) settlement system, should open and maintain Securities Accounts with CDP in their own names if they do not already maintain such Securities Accounts before accepting any Rights Shares or applying for any Excess Rights Shares in order that the number of Rights Shares and, if applicable, the Excess Rights Shares that may be allotted to them may be credited by CDP into their Securities Accounts. Entitled Scripholders and their renouncees who wish to accept and/or apply for the Excess Rights Shares and have their Rights Shares credited into their Securities Accounts must fill in their Securities Account numbers and/or NRIC/passport numbers (for individuals) or registration numbers (for corporations) in the relevant forms comprised in the PAL. Entitled Scripholders and their renouncees who fail to fill in their Securities Account numbers and/or NRIC/passport numbers or registration numbers (for corporations) or who provide incorrect or invalid Securities Account numbers and/or NRIC/passport numbers or registration numbers (for corporations) or whose particulars provided in the forms comprised in the PAL differ from those particulars in their Securities Accounts currently maintained with CDP will be issued physical share certificates in their own names for the Rights Shares allotted to them and if applicable, the Excess Rights Shares allotted to them. Such physical share certificates, if issued, will not be valid for delivery pursuant to trades done on the Official List of the SGX-ST under the book entry (scripless) settlement system, although they will continue to be prima facie evidence of legal title. These physical share certificates will be sent BY ORDINARY POST to person(s) entitled thereto at his/their own risk. If the Entitled Scripholders addresses stated in the PALs are different from their addresses registered with CDP, they must inform CDP of their updated addresses promptly, failing which the notification letters on successful allotments will be sent to their addresses last registered with CDP. A holder of physical share certificate(s), or an Entitled Scripholder who has not deposited his share certificate(s) with CDP but who wishes to trade on the Official List of the SGX-ST, must deposit with CDP his existing share certificate(s), together with the duly stamped and executed instrument(s) of transfer in favour of CDP, pay the applicable fees and have his Securities Account credited with the number of Rights Shares or existing Shares, as the case may be, before he can effect the desired trade. THE FINAL TIME AND DATE FOR ACCEPTANCES AND/OR APPLICATIONS AND PAYMENT FOR THE RIGHTS SHARES IS 5.00 P.M. ON 10 January 2011 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company).
III-5
APPENDIX IV LIST OF PARTICIPATING BANKS

PARTICIPATING BANKS FOR ELECTRONIC APPLICATIONS THROUGH AN ATM (a) (b) (c) United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited DBS Bank Ltd (including POSB) Oversea-Chinese Banking Corporation Limited
IV-1
This Offer Information Statement is dated this 17 December 2010. The Directors collectively and individually accept responsibility for the accuracy of the information given in this Offer Information Statement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Offer Information Statement are fair and accurate in all material respects as at the date of this Offer Information Statement and there are no material facts the omission of which would make any statement in this Offer Information Statement misleading in any material respect. Where information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Offer Information Statement. For and on behalf of ASPIAL CORPORATION LIMITED
KOH WEE SENG
KO LEE MENG
KOH LEE HWEE
TAN SU LAN @ TAN SOO LUNG
WONG SOON YUM
KAU JEE CHU

1 (B) Aspial Offer Information Statement

Transféré par

Informations du document

Description originale:

Titre original

Copyright

Formats disponibles

Partager ce document

Partager ou intégrer le document

Options de partage

Avez-vous trouvé ce document utile ?

Ce contenu est-il inapproprié ?

Droits d'auteur :

Formats disponibles

1 (B) Aspial Offer Information Statement

Transféré par

Droits d'auteur :

Formats disponibles

OFFER INFORMATION STATEMENT DATED 17 DECEMBER 2010 (Lodged with the Monetary Authority of Singapore on 17 December 2010) THIS

ASPIAL CORPORATION LIMITED

COMPANY SECRETARY REGISTERED OFFICE

LEGAL ADVISER TO THE RIGHTS ISSUE

MLHS Participating Banks

SGX-ST Share Registrar General ARE

ATM Board of Directors

Books Closure Date

CPF Investment Account

Entitled Shareholders EPS Excess Rights Shares

Latest Practicable Date

Market Day NAV Offer Information Statement

Shares Substantial Shareholder

TOP Undertaking Shareholders

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

PRINCIPAL TERMS OF THE RIGHTS ISSUE

Listing of the Rights Shares

Trading of the Rights Shares

Use of CPF Funds

PRINCIPAL TERMS OF THE RIGHTS ISSUE

EXPECTED TIMETABLE OF KEY EVENTS

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

TAKE OVER LIMITS

Koh Lee Hwee

Wong Soon Yum

Kau Jee Chu

Issue Manager Underwriter Legal Adviser

Transfer Agent Receiving Bankers

Not applicable United Overseas Bank Limited

Basis of Provisional Allotment

Name and address of person to whom purchase or subscription applications submitted

Circumstances under which the offer period may be modified

Principal place of business

Telephone Facsimile 9. (b)

Name of company Held by the Company Aspial International Pte Ltd

Jewellery wholesaling and exporting Property development Jewellery manufacturing (dormant)

World Class Land Pte Ltd Gold Purple Pte Ltd

Country of incorporation Singapore

Real estate activities

Dynamic Project Management Services Pte Ltd

Singapore Singapore Singapore

Property development Property development Property development

100 100 100

Pawn brokerage and investment holding Jewellery retailing Jewellery retailing

Country of incorporation Singapore Singapore Singapore Singapore Singapore Singapore

Entity World Class Capital Pte Ltd

Property location 109/111 Dorset Road 127/127A/129/129A Lorong L Telok Kurau

Purchase price Land tenure S$12,950,000 Freehold

Date of incorporation 10 April 2008

Principal activity Investment holding

Held by The Company

World Class Property Pte Ltd

World Class Capital Pte Ltd

World Class Property Pte Ltd

Date of incorporation 30 October 2008

Held by The Company

Maxi-Cash Group Pte Ltd

Maxi-Cash Group Pte Ltd Maxi-Cash Group Pte Ltd

Subsidiary Gold n Gems Pte Ltd

Date of incorporation 7 January 2009

Principal activity Jewellery retailing