Transcription of VOLUNTARY UNCONDITIONAL GENERAL OFFER BY DBS …
1 (Company Registration No. 197201797H). VOLUNTARY UNCONDITIONAL GENERAL OFFER BY DBS BANK LTD., FOR AND ON BEHALF OF. STAR ATTRACTION LIMITED, FOR WHEELOCK properties (SINGAPORE) LIMITED. 1. INTRODUCTION. The Board of Directors (the Board or Directors ) of Wheelock properties (Singapore) Limited (the Company ) refers to the announcement dated 19 July 2018 (the OFFER Announcement ). made by DBS Bank Ltd., for and on behalf of Star Attraction Limited (the Offeror ), that the Offeror intends to make a VOLUNTARY UNCONDITIONAL GENERAL OFFER (the OFFER ) for all the issued and paid-up ordinary shares (the Shares ) in the share capital of the Company, other than those Shares already owned or agreed to be acquired by the Offeror as at the date of the OFFER . A copy of the OFFER Announcement is enclosed with this announcement and is also available on the website of the Singapore Exchange Securities Trading Limited at Shareholders are advised to refer to the full text of the OFFER Announcement.
2 2. DESPATCH OF THE OFFER DOCUMENT. The OFFER document, which will contain the terms and conditions of the OFFER and enclose the appropriate form(s) of acceptance (the OFFER Document ), will be despatched to Shareholders not earlier than 14 days and not later than 21 days from the date of the OFFER Announcement. 3. APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. The Board will be appointing an independent financial adviser ( IFA ) to advise the Directors who are considered independent for the purposes of the OFFER (the Independent Directors ). A circular containing, inter alia, the advice of the IFA and the recommendation of the Independent Directors (the Offeree Circular ) will be sent to Shareholders within 14 days from the date of despatch of the OFFER Document to be issued by or on behalf of the Offeror.
3 In the meantime, Shareholders are advised to exercise caution when dealing with their Shares and to refrain from taking any action in respect of their Shares which may be prejudicial to their interests, until they or their advisers have considered the information and the recommendation of the Independent Directors as well as the advice of the IFA, which will be set out in the Offeree Circular. 4. DIRECTORS' RESPONSIBILITY STATEMENT. The Directors (including those who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate, and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly.
4 Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the OFFER Announcement), the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information has been accurately extracted from such sources and/or reproduced in this announcement in its proper form and context. By Order of the Board Pearly Oon Company Secretary 19 July 2018. VOLUNTARY UNCONDITIONAL GENERAL OFFER . By DBS BANK LTD. (Company Registration No.: 196800306E). (Incorporated in the Republic of Singapore). for and on behalf of STAR ATTRACTION LIMITED. (Company Registration No.: 150267). (Incorporated in the British Virgin Islands). to acquire all the issued and paid-up ordinary shares in the capital of WHEELOCK properties (SINGAPORE) LIMITED.
5 (Company Registration No.: 197201797H). (Incorporated in the Republic of Singapore). OFFER ANNOUNCEMENT. 1. INTRODUCTION. DBS Bank Ltd. ("DBS Bank") wishes to announce, for and on behalf of Star Attraction Limited (the "Offeror"), that the Offeror intends to make a VOLUNTARY UNCONDITIONAL GENERAL OFFER (the " OFFER ") for all the issued and paid-up ordinary shares (the "Shares") in the share capital of Wheelock properties (Singapore) Limited (the "Company"), other than those Shares already owned or agreed to be acquired by the Offeror as at the date of the OFFER (the " OFFER Shares"). 2. THE OFFER . OFFER Terms In accordance with Rule 15 of The Singapore Code on Take-overs and Mergers (the "Code"), and subject to the terms and conditions set out in the formal OFFER document to be issued by DBS Bank, for and on behalf of the Offeror (the " OFFER Document"), the Offeror will make the OFFER for the OFFER Shares on the following basis: For each OFFER Share: S$ in cash (the " OFFER Price").
6 No Encumbrances The OFFER Shares will be acquired: (a) fully paid;. (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever; and (c) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement (the " OFFER Announcement Date") and hereafter attaching thereto (including the right to receive and retain all dividends and other distributions or return of capital, if any, which may be announced, declared, paid or made thereon (the "Distributions") by the Company on or after the OFFER Announcement Date). Adjustment for Distributions Without prejudice to the foregoing, the OFFER Price has been determined on the basis that the OFFER Shares will be acquired with the right to receive any Distribution that may be declared, paid or made by the Company on or after the OFFER Announcement Date.
7 Accordingly, in the event any Distribution is or has been declared, paid or made by the Company in respect of the OFFER Shares on or after the OFFER Announcement Date, the OFFER Price payable to a shareholder of the Company ("Shareholder") who validly accepts or has validly accepted the OFFER shall be reduced by an amount which is equal to the amount of such Distribution, depending on when the settlement date in respect of the OFFER Shares tendered in acceptance of the OFFER by such accepting Shareholder falls, as follows: (a) if such settlement date falls on or before the books closure date for the determination of entitlements to the Distribution (the "Books Closure Date"), the OFFER Price for each OFFER Share shall be S$ , as the Offeror will receive the Distribution in respect of such OFFER Share from the Company; or (b) if such settlement date falls after the Books Closure Date, the OFFER Price for each OFFER Share shall be reduced by an amount which is equal to the amount of the Distribution in respect of each OFFER Share, as the Offeror will not receive the Distribution in respect of such OFFER Share from the Company.
8 UNCONDITIONAL OFFER The OFFER will be UNCONDITIONAL in all respects. Date of Settlement for the OFFER Shareholders who accept the OFFER can expect to receive payment of the OFFER Price within seven (7) business days of the date of receipt of their valid acceptances by the Offeror. 2. Further Information Further information on the OFFER and the terms and conditions upon which the OFFER will be made shall be set out in the OFFER Document to be issued. 3. INFORMATION ON THE OFFEROR AND ITS CONCERT PARTIES. The Offeror is incorporated in the British Virgin Islands and is the immediate holding company of the Company. As at the OFFER Announcement Date, the Offeror holds 911,926,746 Shares, representing approximately of the total number of issued The Offeror is a wholly-owned subsidiary of Wheelock Investments Limited ("WIL"), a company incorporated in Hong Kong, which is in turn a wholly-owned subsidiary of Wheelock and Company Limited ("WCL"), a company incorporated in Hong Kong and listed on The Stock Exchange of Hong Kong Limited.
9 As at the OFFER Announcement Date, the Offeror has an issued and paid-up capital of US$1,500 consisting of 1,500 ordinary shares. The board of directors of the Offeror comprises the following individuals: (a) Stephen Tin Hoi Ng;. (b) Paul Yiu Cheng Tsui; and (c) Peter Zen Kwok Pao. 4. INFORMATION ON THE COMPANY. Based on publicly available information, the Company was incorporated under the laws of Singapore on 19 December 1972 and is listed on the Main Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The principal activities of the Company and its subsidiaries are those relating to property development and investment holding. As at the date hereof, based on publicly available information: (a) the issued and paid-up share capital of the Company comprises 1,196,559,876 Shares.
10 And (b) the Company does not hold any treasury shares. As disclosed in the Company's unaudited results for the first quarter ended 31 March 2018. ("1Q18"), the net asset value ("NAV") of the Company stood at S$3, million, which is equivalent to a NAV per Share of S$ Based on disclosures in the Company's annual and quarterly reports, the principal assets of the Company which constitute its NAV as at 1Q18 were accounted for in the following manner: 1. Unless otherwise stated herein, references in this Announcement to the total number of issued Shares shall be to 1,196,559,876 Shares (excluding treasury shares). 3. (a) investment properties with a total value of S$1,092 million, which are accounted for annually at their fair values determined by independent external valuers.