a94ae2b43994ab7b3fc426.pdf


ANNOUNCEMENT


RECEIPT OF LISTING AND QUOTATION NOTICE IN RESPECT OF THE PROPOSED ACQUISITION


  1. INTRODUCTION


    The Board of Directors (the 'Board') of EMS Energy Limited (the 'Company') refers to the announcements made by the Company on 24 April 2015, 4 May 2015, 5 June 2015 and 30 September 2015 and the circular to shareholders of the Company dated 30 September 2015 (the 'Circular').


    Unless otherwise defined, all terms and references used herein shall bear the same meanings ascribed to them in the Circular.


  2. RECEIPT OF LISTING AND QUOTATION NOTICE


    The Board is pleased to announce that the Company has on 6 October 2015 received the listing and quotation notice (the 'LQN') from the Singapore Exchange Securities Trading Limited (the 'SGX-ST') in respect of, inter alia, the listing and quotation of up to 480,312,869 new Consolidated Shares (the 'New Consolidated Shares') in the capital of the Company arising from the following as defined in the Circular:


  3. up to 104,580,639 Consolidated Shares to be issued pursuant to the Proposed Share Consolidation;


  4. 344,155,420 Consideration Shares to be issued in partial satisfaction of the purchase consideration for the Proposed Acquisition;


  5. up to 9,702,898 Warrant Shares to be issued pursuant to the Proposed Warrants Exchange; and


    (a) up to 21,873,912 Exchanged Shares to be issued pursuant to the Proposed Issue of the Exchanged Shares,


    (collectively, the 'Proposed Share Issuance Transactions').


    The listing and quotation of the New Consolidated Shares is subject to the following:


  6. compliance with the Catalist Rules;


  7. Shareholders' approval being obtained for the Proposed Share Issuance Transactions;


  8. completion of the Proposed Acquisition; and


  9. written undertaking from the each of the Company's directors in the form set out in the LQN and an undertaking from the Company to procure the same written undertaking from any new director appointed to the Board.


    10. Please note that the LQN is not an indication of the merits of the Company, its subsidiaries, the Proposed Share Issuance Transactions and the New Consolidated Shares.



    The LQN is valid for three (3) calendar months from the date of the LQN and is subject to any changes to the SGX-ST's policies and/or listing requirement. The SGX-ST reserves the right to:


    1. impose further terms and conditions; or


    2. withdraw or amend the LQN,


    at any time, in its sole and absolute discretion without giving any reasons for its decision. The SGX-ST shall not be liable for any damages or losses howsoever arising as a result of such withdrawal or amendment.


  10. CAUTION IN TRADING


    Shareholders are advised to exercise caution in trading their Shares as the Proposed Share Issuance Transactions are subject to certain conditions and there is no certainty or assurance as at the date of this announcement that the Proposed Share Issuance Transactions will be completed. The Company will make the necessary announcements when there are further developments on the Proposed Share Issuance Transactions.


    Shareholders are advised to read this announcement and any further announcements by the Company carefully. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.


  11. RESPONSIBILITY STATEMENT


    12. The Directors of the Company collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed Share Issuance Transactions, the Company and its subsidiaries, and the directors of the Company are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the directors of the Company has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.


    By Order of the Board EMS Energy Limited


    Gwendolyn Gn Jong Yuh Company Secretary

    6 October 2015


    This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, UOB Kay Hian Private Limited (the 'Sponsor') for compliance with the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this announcement.



    This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.


    The contact person for the Sponsor is Mr Alvin Soh, at 8 Anthony Road, #01-01, Singapore 229957, telephone (65) 6590 6881.

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