VOLUNTARY UNCONDITIONAL CASH OFFER

Transcription

1 VOLUNTARY UNCONDITIONAL CASH OFFER by CREDIT SUISSE (SINGAPORE) LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: D) for and on behalf of VISION THREE PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: H) for all the issued ordinary shares in the capital of OSIM INTERNATIONAL LTD (Incorporated in the Republic of Singapore) (Company Registration No.: N) other than those held in treasury and those already owned, controlled or agreed to be acquired by Vision Three Pte. Ltd. 1. INTRODUCTION OFFER ANNOUNCEMENT Credit Suisse (Singapore) Limited ( Credit Suisse ) wishes to announce, for and on behalf of Vision Three Pte. Ltd. (the Offeror ), that the Offeror intends to make a voluntary unconditional cash offer (the Offer ) for all the issued ordinary shares (the Shares ) in the capital of OSIM International Ltd (the Company, and together with its subsidiaries, the Group ), 1 other than those held in treasury and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer. Mr. Ron Sim Chye Hock ( RS ), the Chairman and Chief Executive Officer of the Company, is the ultimate legal and beneficial owner of the Offeror. 1 The Company has an issued capital of 741,593,556 Shares, which excludes 37,557,973 treasury shares. 1

2 2. THE OFFER 2.1 Terms of the Offer In accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Singapore Code on Take-overs and Mergers (the Code ), and subject to the terms and conditions set out in the formal document in relation to the Offer to be issued by Credit Suisse, for and on behalf of the Offeror (the Offer Document ), the Offeror will make the Offer for the Shares on the following basis: (a) General : The Offeror will make the Offer for all the Shares not already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer. (b) Offer Price : S$1.32 (the Offer Price ) in cash for each Share. (c) Offer Shares : The Offeror will make the Offer for: (i) all Shares (other than those held in treasury and those already owned, controlled or agreed to be acquired by the Offeror), including any Shares owned, controlled or agreed to be acquired by any party acting or deemed to be acting in concert with the Offeror as at the date of the Offer; and (ii) all new Shares unconditionally issued or to be issued pursuant to the valid conversion of any of the outstanding zero-coupon convertible bonds due 18 September 2019 issued by the Company on 18 September 2014 (International Securities Identification Number: XS ) ( Convertible Bonds ) prior to the final closing date of the Offer ( Closing Date ), (collectively, the Offer Shares ). (d) No Encumbrances : The Offer Shares are to be acquired (i) fully paid-up, (ii) free from all claims, charges, pledges, mortgages, encumbrances, liens, options, equity, power of sale, declarations of trust, hypothecation, retention of title, rights of pre-emption, rights of first refusal, moratoriums or other third party rights or interests of any nature whatsoever (each, an Encumbrance ), and (iii) 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 but not limited to all voting rights and the right to receive and retain all dividends, rights, distributions, returns of capital and/or other entitlements (if any) ( Distributions ) which may be announced, declared, paid or made thereon by the 2

3 Company on or after the Offer Announcement Date, together with all interest accrued thereon. (e) Adjustments 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. In the event any Distribution is or has been declared, paid or made by the Company on or after the Offer Announcement Date to a Shareholder who validly accepts or has validly accepted the Offer, the Offer Price payable to such accepting Shareholder 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 by Shareholders pursuant to the Offer falls, as follows: (i) 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 Offeror shall pay the relevant accepting Shareholders the unadjusted Offer Price for each Offer Share, as the Offeror will receive the Distribution in respect of such Offer Shares from the Company; or (ii) if such settlement date falls after the Books Closure Date, the Offer Price 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 Shares from the Company. As stated in the announcement by the Company dated 28 January 2016, the directors of the Company have proposed that a final one-tier tax exempt dividend ( FY2015 Final Dividend ) of S$0.02 per Share be paid for the financial year ended 31 December 2015 ( FY2015 ). The proposed FY2015 Final Dividend, if approved at the Annual General Meeting of the Company, is expected to be paid on or about 4 April The Books Closure Date in respect of the FY2015 Final Dividend is 5.00 p.m. on 28 March For purely illustrative purposes only, assuming: (i) the settlement date in respect of any Offer Shares validly tendered in acceptance of the Offer falls after the Books Closure Date in respect of the FY2015 Final Dividend; and (ii) the amount of the FY2015 Final Dividend is S$0.02, 3

4 then the Offer Price received by any accepting Shareholder shall be S$1.30 for each Offer Share. 2.2 No Condition The Offer will not be subject to any conditions and will be unconditional in all respects. 3. CONVERTIBLE BONDS OFFER 3.1 Convertible Bonds As at the Offer Announcement Date, based on the latest information available to the Offeror, the Company has outstanding an aggregate of S$170,000,000 Convertible Bonds, which are convertible into 48,226,950 new Shares at the prevailing conversion price of S$3.525 per Share. The outstanding Convertible Bonds, if converted at the prevailing conversion price, represent approximately 6.11 per cent. of the maximum potential issued share capital of the Company Convertible Bonds Offer Pursuant to Rule 19 of the Code, an appropriate offer will be made to the holders of the Convertible Bonds ( Bondholders ) to acquire the Convertible Bonds, other than those already owned, controlled or agreed to be acquired by the Offeror as at the date of such offer (the Convertible Bonds Offer ). 3.3 Convertible Bonds Offer Price The offer price will be as follows: For every S$250,000 principal amount of Convertible Bonds, S$93, in cash (the Convertible Bonds Offer Price ) Each Bondholder who validly accepts the Convertible Bonds Offer will be paid a see-through price in accordance with Note 1(a) on Rule 19 of the Code (the See-Through Price ), being the Offer Price for one Offer Share multiplied by the number of Shares (rounded down to the nearest whole number) which would have been issued had the Convertible Bonds been converted. The actual Convertible Bonds Offer Price payable to each accepting Bondholder will be determined based on the aggregate principal amount of Convertible Bonds that are tendered by a Bondholder in acceptance of the Convertible Bonds Offer. 3.4 No Condition The Convertible Bonds Offer will not be subject to any conditions and will be unconditional in all respects. 2 For the purposes of this Announcement, maximum potential share capital of the Company means the total number of Shares which would be in issue if all the outstanding Convertible Bonds are validly converted, which is equal to 789,820,506 Shares. 4

5 3.5 No Encumbrances The Convertible Bonds will be acquired (i) free from all Encumbrances and (ii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and hereafter attaching thereto, including but not limited to the right to receive and retain all interest, payments, rights and other distributions declared, paid or made by the Company on or after the Offer Announcement Date. 3.6 Adjustment for Distributions If any Distribution is declared, paid or made by the Company or any right arises (for any reason whatsoever) on or after the Offer Announcement Date for the benefit of a Bondholder who validly accepts or has validly accepted the Convertible Bonds Offer, the Offeror reserves the right to reduce the Convertible Bonds Offer Price payable to such accepting Bondholder by the amount of such interest, payment, right or other distribution. 3.7 Offer and Convertible Bonds Offer Mutually Exclusive For the avoidance of doubt, the Offer and the Convertible Bonds Offer are separate and mutually exclusive. The Convertible Bonds Offer does not form part of the Offer, and vice versa. Without prejudice to the foregoing, if a Bondholder converts its Convertible Bonds and accepts the Offer in respect of the new Shares issued pursuant to such conversion, it may not accept the Convertible Bonds Offer in respect of such converted Convertible Bonds. Conversely, if a Bondholder wishes to accept the Convertible Bonds Offer in respect of its Convertible Bonds, it should not convert those Convertible Bonds and accept the Offer in respect of the new Shares to be issued pursuant to such conversion. 3.8 Further Details Further details of the Convertible Bonds Offer will be set out in the Offer Document. 4. INFORMATION ON THE OFFEROR The Offeror is a private company limited by shares incorporated in Singapore on 1 March 2016 for the purposes of making the Offer and holding the Offer Shares. Its principal activity is investment holding. As at the Offer Announcement Date, the Offeror is wholly-owned by Roval Holding Pte. Ltd. ( Roval Holding ) and the sole director of the Offeror is RS, the Chairman and Chief Executive Officer of the Company. Roval Holding is a private company limited by shares incorporated in Singapore on 1 March 2016 and its principal activity is investment holding. It is wholly-owned by RS who is the sole director of Roval Holding. As at the Offer Announcement Date, neither the Offeror nor Roval Holding hold any Shares. 5

6 RS has the following security holdings in the Company: Holdings in Shares Direct Interest Deemed Total Interest 397,187, ,359, ,546, Percentage of total (%) Holdings in Convertible Bonds Direct Interest (S$) Deemed Interest (S$) Total Percentage of total (%) The direct and indirect security holdings in the Company of the Offeror and its respective concert parties are set out in Part 1 and Part 2 of the Appendix to this Announcement. 5. INFORMATION ON THE COMPANY Based on publicly available information, the Company was incorporated in Singapore on 27 August 1983 under the name of R Sim Trading Co. Pte Ltd which was changed to R Sim & Company Pte Ltd in 1988 and subsequently to OSIM International (S) Pte Ltd in On 4 July 2000, it was converted to a public limited company, and the name of the Company was changed to OSIM International Ltd. The Company has been listed on the Mainboard of the Singapore Exchange Securities Trading Limited (the "SGX-ST") since 31 July The Group markets, distributes, sells and franchises healthy lifestyle products in North Asia, South Asia and the rest of the world. It offers massage chairs, foot reflexology rollers, handheld massagers and fitness equipment. The Group is also involved in the wholesale, retail and distribution of nutraceutical products and supplements, production, sale and marketing of luxury tea products and provision of employee training and development services. Based on the unaudited financial statements of the Company for the quarter ended 31 December 2015, the Group had full year revenues of approximately S$620 million and net profit before taxes of approximately S$71 million, with net assets of approximately S$448 million. As at the Offer Announcement Date, the directors of the Company are RS (Chairman and Chief Executive Officer), Teo Sway Heong (Non-Executive Director), Charlie Teo Chay Lee (Executive Director and Chief Operating Officer (South Asia)), Richard Leow Lian Soon (Executive Director and Chief Operating Officer (China)), Peter Lee Hwai Kiat (Executive Director, Chief Financial Officer and Company Secretary), Colin Low Tock Cheong (Independent Non-Executive Director), Tan Soo Nan (Independent Non-Executive Director) and Sin Boon Ann (Independent Non-Executive Director). 6. WAIVER OF CONSIDERATION As at the Offer Announcement Date, RS owns 506,554,914 Shares ( Relevant Shares ), which is equal to his total direct and deemed interest of 513,546,934 Shares less the shareholdings of his spouse, Mdm. Teo Sway Heong ( Mdm. Teo ) and daughters, Ms. Sim Yu Juan Rachel ( Rachel Sim ) and Ms. Sim Yu Xin Raquel ( Raquel Sim ). The Offeror has received an undertaking from RS ( Waiver ) pursuant to which he has undertaken, in the event he accepts the Offer in respect of the Relevant Shares, to waive his right to receive any consideration in respect of the Relevant Shares.

7 The Securities Industry Council has on 3 March 2016 confirmed that it has no objection to the Waiver. 7. RATIONALE FOR THE OFFER 7.1 Intention to delist and privatise the Company The Offeror intends to make the Offer and Convertible Bonds Offer with a view to delist the Company from the SGX-ST and if entitled to under Section 215(1) of the Companies Act, Chapter 50 of Singapore ( Companies Act ), the Offeror intends to compulsorily acquire all the Offer Shares, as further elaborated in paragraph 8.2 of this Offer Announcement. 7.2 Opportunity for minority Shareholders to realise their investment in the Shares at a premium The Offer Price represents a premium of approximately 31.8% and 33.5% above the volumeweighted average price ( VWAP ) per share for the corresponding one-month and threemonth periods up to and including the last traded price per Share (the Unaffected Price ) as quoted on the SGX-ST on 29 February 2016 (the Unaffected Date )(being the last full market day preceding 1 March 2016, which is the date the SGX-ST issued the Query Regarding Trading Activity to the Company). When compared to the Unaffected Price, the Offer Price also represents a premium of approximately 18.9%. Through the Offer, accepting Shareholders will have an opportunity to realise their investments in the Company for a cash consideration at a significant premium above the historical market share prices, without incurring any brokerage and other trading costs, amidst challenging market conditions. 8. THE OFFEROR S INTENTIONS FOR THE COMPANY 8.1 The Offeror s intentions for the Company Although the Offeror has no current intention of (a) making material changes to the Group s existing business, (b) re-deploying the Group s fixed assets, or (c) discontinuing the employment of the employees of the Group, other than in the ordinary course of business, nonetheless, the Offeror retains the flexibility at any time to consider options or opportunities which may present themselves, and which it regards to be in the interests of the Offeror and/or the Company. Following the close of the Offer, the Offeror will conduct a comprehensive review of the operations, management and financial position of the Group, and will evaluate various strategic options. 8.2 Listing status and Compulsory Acquisition Under Rule 1105 of the Listing Manual of the SGX-ST (the Listing Manual ), upon the announcement by the Offeror that valid acceptances have been received pursuant to the Offer that bring the holdings owned by the Offeror and parties acting in concert with the Offeror to above 90% of the total number of issued Shares (excluding any treasury shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until it is satisfied that at least 10% of the total number of issued Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public. 7

8 Under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares (excluding treasury shares), thus causing the percentage of the total number of issued Shares (excluding treasury shares) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares at the close of the Offer. Shareholders are advised to note that Rule 723 of the Listing Manual requires the Company to ensure that at least 10% of the total number of issued Shares (excluding treasury shares) is at all times held by the public. In addition, under Rule 724 of the Listing Manual, if the percentage of the total number of issued Shares (excluding treasury shares) held in public hands falls below 10%, the Company must, as soon as practicable, announce that fact and the SGX-ST may suspend the trading of all the Shares. Rule 724(2) of the Listing Manual further states that the SGX-ST may allow the Company a period of three (3) months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at least 10%, failing which the Company may be delisted. In the event the Company does not meet the free float requirements of the Listing Manual, the Offeror does not intend to maintain the present listing status of the Company and does not intend to take any steps for any trading suspension in the securities of the Company to be lifted. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer or acquires Offer Shares during the Offer period otherwise than through valid acceptances of the Offer in respect of not less than 90% of the total number of issued Shares (excluding treasury shares), other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer, the Offeror will be entitled to exercise the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer (the Dissenting Shareholders ) on the same terms as those offered under the Offer. In such an event, the Offeror intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST. Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act, to require the Offeror to acquire their Shares at the Offer Price in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90% or more of the total number of issued Shares (excluding treasury shares) as at the final closing date of the Offer. Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice. Unlike Section 215(1) of the Companies Act, the 90% threshold under Section 215(3) of the Companies Act does not exclude Shares held by the Offeror, its related corporations or their respective nominees as at the date of the Offer. 8

9 9. FINANCIAL ASPECTS OF THE OFFER The Offer Price represents the following premium over the historical market prices of the Shares over various periods: Benchmark Price (1) Premium of Offer Price over Benchmark Price Unaffected Price (2) S$ % VWAP of the Shares as quoted on the SGX- ST for the one-month period up to and including the Unaffected Date (3) S$ % VWAP of the Shares as quoted on the SGX- ST for the three-month period up to and including the Unaffected Date S$ % Note: (1) The figures set out in the table above are based on data extracted from Bloomberg L.P. and rounded to the nearest two (2) decimal places. (2) The Unaffected Price is the last traded price per Share quoted on the SGX-ST on the Unaffected Date. (3) The Unaffected Date is the last full market day preceding 1 March 2016, which is the date the SGX-ST issued the Query Regarding Trading Activity to the Company. 10. DISCLOSURE OF HOLDINGS, DEALINGS AND OTHER ARRANGEMENTS IN COMPANY SECURITIES 10.1 Holdings, Dealings and other Arrangements (a) (b) (c) As at the Offer Announcement Date, (i) the Offeror, (ii) Roval Holding, (iii) RS, (iv) Mdm. Teo, (v) Rachel Sim, (vi) Raquel Sim and (vii) Credit Suisse (together, the Relevant Persons and each a Relevant Person ) own, control or have agreed to acquire an aggregate of 513,546,934 Shares, representing approximately 69.25% of all the issued Shares, details of which are set out in Part 1 of the Appendix to this Announcement. The dealings in the Shares and Convertible Bonds by the Relevant Persons during the period commencing three months prior to the Offer Announcement Date and ending on the Offer Announcement Date (the "Reference Period") are also set out in Part 3 and Part 4 of the Appendix to this Announcement. Save as disclosed in this Announcement (including the Appendix hereto) and based on the latest information available to the Offeror, none of the Relevant Persons (aa) owns, controls or has agreed to acquire any (i) Shares, (ii) other securities which carry voting rights in the Company or (iii) convertible securities, warrants, options or derivatives in respect of such Shares or securities (collectively, the Company Securities ) as at the Offer Announcement Date; (bb) has dealt for value in any Company Securities during the Reference Period; or (cc) has received any irrevocable undertaking from any party to accept or reject the Offer as at the Offer Announcement Date. 9

10 (d) Save as disclosed in this Announcement, as at the Offer Announcement Date and based on the latest information available to the Offeror, none of the Relevant Persons has (a) entered into any arrangement (whether by way of option, indemnity or otherwise) in relation to any Company Securities which might be material to the Offer; (b) granted a security interest relating to any Company Securities to another person, whether through a charge, pledge or otherwise; (c) borrowed any Company Securities from another person (excluding borrowed Company Securities which have been on-lent or sold); or (d) lent any Company Securities to another person Confidentiality RS has granted a security interest over part of his Shares, and also lent part of his Shares, up to an aggregate of 443,238,235 Shares, representing approximately 59.77% of all the issued Shares of the Company. Further details will be provided in the Offer Document. In the interests of confidentiality, the Offeror has not made any enquiries in respect of certain other persons who are or may be presumed to be acting in concert with the Offeror in connection with the Offer and Convertible Bonds Offer. Further enquiries will be made of such persons and the relevant disclosures (if any) will be made in due course subsequently in the Offer Document. 11. CONFIRMATION OF FINANCIAL RESOURCES Credit Suisse, as financial adviser to the Offeror in connection with the Offer, confirms that sufficient financial resources are available to the Offeror to satisfy in full, all acceptances of the Offer by Shareholders in respect of the Offer Shares on the basis of the Offer Price and all acceptances of the Convertible Bonds Offer by Bondholders in respect of the Convertible Bonds on the basis of the Convertible Bonds Offer Price. 12. OFFER DOCUMENT Further information on the Offer and the Convertible Bonds Offer will be set out in the Offer Document. The Offer Document, which will contain the terms and conditions of the Offer and the Convertible Bonds Offer, and enclose the appropriate form(s) of acceptance, will be despatched to Shareholders and Bondholders not earlier than 14 days and not later than 21 days from the date of the Offer Announcement Date. The Offer and the Convertible Bonds Offer will remain open for acceptances by Shareholders and Bondholders for a period of at least 28 days from the date of posting of the Offer Document. 13. OVERSEAS SHAREHOLDERS This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or purchase any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Offer and Convertible Bonds Offer will be made solely by the Offer Document and the relevant form(s) of acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer and the Convertible Bonds Offer, including details of how the Offer and the Convertible Bonds Offer may be accepted. 10

11 For the avoidance of doubt, the Offer and the Convertible Bonds Offer will be open to all Shareholders and Bondholders (as the case may be), including those to whom the Offer Document and the relevant form(s) of acceptance may not be sent. The availability of the Offer and the Convertible Bonds Offer to Shareholders and Bondholders (as the case may be) whose addresses are outside Singapore as shown in the register of members of the Company or in the records of The Central Depository (Pte) Limited (as the case may be) (each, an Overseas Persons ) may be affected by the laws of the relevant overseas jurisdictions in which they are located. Accordingly, Overseas Persons should inform themselves of, and observe, any applicable requirements in the relevant overseas jurisdictions. Further details in relation to Overseas Persons will be contained in the Offer Document. Where there are potential restrictions on sending the Offer Document to any overseas jurisdictions, the Offeror and Credit Suisse each reserves the right not to send the Offer Document to such overseas jurisdictions. Any affected Overseas Person may nonetheless obtain copies of the Offer Document during normal business hours from the office of the Company s share registrar, B.A.C.S. Private Limited, at 8 Robinson Road #03-00 ASO Building Singapore Alternatively, an affected Overseas Person may write to the Company s share registrar to request the Offer Document to be sent to an address in Singapore by ordinary post at his own risk. 14. RESPONSIBILITY STATEMENT The director of the Offeror (notwithstanding that he may have delegated detailed supervision of this Announcement (as relevant)) has taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, information in relation to the Company or the Group), the sole responsibility of the Offeror s director has been to ensure through reasonable enquiries that such information is accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Announcement in its proper form and context. Issued by CREDIT SUISSE (SINGAPORE) LIMITED For and on behalf of VISION THREE PTE. LTD. 7 March 2016 Any enquiries relating to this Announcement or the Offer should be directed to the following: Credit Suisse (Singapore) Limited Tel: (65)

12 Forward-Looking Statements All statements other than statements of historical facts included in this announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the current expectations, beliefs, hopes, intentions or strategies of the party making the statements regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors of the Company and/or any other person should not place undue reliance on such forward-looking statements, and neither the Offeror nor Credit Suisse undertakes any obligation to update publicly or revise any forward-looking statements. 12

13 APPENDIX DISCLOSURES OF SECURITYHOLDINGS AND DEALINGS 1. Holdings of Shares of the Relevant Persons The holdings of Shares of the Relevant Persons as at the Offer Announcement Date are set out below: Name Direct Interests Deemed Interests Total Interests No. of Shares % No. of Shares % No. of Shares % Offeror Roval Holding RS (1) 397,187, ,359, ,546, Mdm. Teo 6,692, ,692, Rachel Sim 200, , Raquel Sim 100, , Credit Suisse Notes: (1) RS is deemed to have an interest in 6,992,020 Shares held by his spouse, Mdm. Teo, and his daughters, Rachel Sim and Raquel Sim. 2. Holdings of Convertible Bonds of the Relevant Persons The holdings of Convertible Bonds of the Relevant Persons as at the Offer Announcement Date are set out below: Direct Interests Deemed Interests Total Interests Name Principal Principal Principal % % % amount (S$) amount (S$) amount (S$) Offeror Roval Holding RS Mdm. Teo Rachel Sim Raquel Sim Credit Suisse

14 3. Dealings in Shares by the Relevant Persons The dealings in Shares by each of the Relevant Persons (if any) during the Reference Period are set out below: Name Date No. of Shares Acquired No. of Shares Disposed Transaction Price per Share (S$) RS 4 Dec , RS 14 Dec , RS 15 Dec , RS 18 Dec , RS 28 Dec , RS 29 Dec , RS 5 Feb , RS 15 Feb ,072, Rachel Sim 22 Feb , Dealings in Convertible Bonds by the Relevant Persons The dealings in Shares by each of the Relevant Persons (if any) during the Reference Period are set out below: Name Date No. of Shares Acquired No. of Shares Disposed Transaction Price per Share (S$)