(Incorporated in Singapore) (Company Registration No.: 200207389D)
for and on behalf of
to acquire all the issued and paid-up ordinary shares in the capital of
ASJ HOLDINGS LIMITED
(Incorporated in Singapore) (Company Registration No.: 199601740N)
excluding those held by the Offeree as treasury shares and other than those held directly or indirectly by
Ralec Electronic Corporation
LEVEL OF ACCEPTANCES AS AT 10 JUNE 2014
1. INTRODUCTION
PrimePartners Corporate Finance Pte. Ltd. ("PPCF") refers to (i) the Offer Document dated 26
May 2014 (the "Offer Document") in relation to the voluntary conditional cash offer ("Offer") by PPCF for and on behalf of Ralec Electronic Corporation ("Offeror") for all the issued and paid-up ordinary shares ("Shares") in the capital of ASJ Holdings Limited ("Offeree") (excluding those held by the Offeree as treasury shares and those held directly or indirectly by the Offeror as at the date of the Offer; and (ii) the announcement dated 26 May 2014 in relation to the despatch of the Offer Document.
All capitalised terms used and not defined herein shall have the same meanings as ascribed to them in the Offer Document.
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Save as otherwise indicated, all references in this Announcement to the total number of issued Shares shall be 272,286,146 Shares (excluding Shares held by the Offeree as treasury shares (if any)) as at 19 May 2014 based on the electronic instant information search results from ACRA in respect of the Offeree on 19 May 2014.
PPCF wishes to announce, for and on behalf of the Offeror, that:
2.1 Acceptances of Offer for Shares. As at 5.00 p.m. on 10 June 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 198,078,591 Shares, representing approximately 72.75% of the total issued share capital of the Offeree as at the date of this Announcement. Such valid acceptances include valid acceptances received from the Undertaking Shareholders in respect of 143,443,031 Shares, representing approximately 52.68% of the total issued share capital of the Offeree.
(a) the Offeror owned, controlled or had agreed to acquire 3,200,000 Shares, representing approximately 1.18% of the total issued share capital of the Offeree; and
(b) the Offeror and parties acting in concert with it (including the directors of the Offeror and PPCF) (each a "Relevant Person" and collectively, the "Relevant Persons") owned, controlled or had agreed to acquire an aggregate of 76,265,258 Shares, representing approximately 28.01% of the Shares in the capital of the Offeree.
2.3 Shares acquired or agreed to be acquired between the Offer Announcement Date and up to 5.00 p.m. on 10 June 2014 (other than pursuant to valid acceptances of the Offer). Between the Offer Announcement Date and up to 5.00 p.m. on 10 June 2014, other than pursuant to valid acceptances of the Offer, the Offeror and the Relevant Persons have not acquired or agreed to acquire any Shares.
2.4 Aggregate shareholdings (including acceptances of the Offer). Accordingly as at 5.00 p.m. on 10 June 2014:
(a) the Offeror owned, controlled or had agreed to acquire 201,278,591 Shares, representing approximately 73.92% of the total issued share capital of the Offeree; and
(b) the Offeror and the Relevant Persons owned, controlled or had agreed to acquire an aggregate of 201,278,591 Shares, representing approximately 73.92% of the Shares in the capital of the Offeree.
1 Based on 272,286,146 Shares in issue as at 7 May 2014 as reflected in the electronic instant information search results from the
ACRA in respect of the Offeree on 7 May 2014. The figures are rounded to the nearest two decimal places.
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3. DIRECTORS' RESPONSIBILITY STATEMENT
The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have 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, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources (including, without limitation, in relation to the Offeree and its subsidiaries), the sole responsibility of the directors of the Offeror 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 Announcement.
Issued by
For and on behalf of
RALEC ELECTRONIC CORPORATION
10 June 2014
Singapore
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