JES INTERNATIONAL HOLDINGS LIMITED (Company Registration No. 200604831K) (Incorporated in the Republic of Singapore)
TERMINATION OF THE PROPOSED ACQUISITION OF 51% OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF SCIBOIS CO. LTD.
The Board of Directors (the "Board") of JES International Holdings Limited (the
"Company") refers to its announcements made on 8 April 2014, 4 July 2014, 10 July
2014, 15 August 2014 and 1 October 2014 regarding the proposed acquisition of 51% of the entire issued and paid-up share capital of Scibois Co. Ltd (the "Earlier Announcements"). Capitalised terms in this announcement shall have the same meanings as ascribed to them in the Earlier Announcements.
The Company refers to the SPA which states, inter alia, that:
(i) any Condition Precedent in Clause 4.1 of the SPA is not satisfied or waived or there is an occurrence that will prevent a Condition Precedent being satisfied by the Long-Stop Date, the SPA shall automatically terminate (unless extended by mutual consent of the Parties). The Long-Stop Date is defined in the SPA to mean the date falling six (6) months from the date of the SPA (i.e. 4 January
2015);
(ii) the Condition Precedent items as set out in Clauses 4.1.4, 4.1.7, 4.1.8, 4.1.9 and
4.1.12 of the SPA have not been satisfied; and
(iii) without prejudice to any other rights and remedies of the Company, if (a) Completion does not take place on Completion Date for any reason whatsoever, (b) any of the Conditions Precedent is deemed by the Company to be not satisfied for any reason whatsoever, or (c) it shall be found prior to Completion that any matter which is the subject matter of a Warranty is not as warranted or represented, the Company shall have the right to require the Vendors, by prior written notice, (and the Vendors irrevocably and unconditionally undertake with the Company to agree to such request) to transfer all the First Tranche Consideration Shares to the Company (or such other person as the Company shall direct) in exchange for the First Tranche Sale Shares.
Further to the passing of the Long-Stop Date, the Board wishes to inform Shareholders that negotiations with the Vendors in relation to the Proposed Acquisition have since irrevocably broken down and the Company has decided to terminate the SPA. The Company has delivered a termination notice in relation to the Proposed Acquisition and has demand for the return of the First Tranche Consideration Shares.
The Company reserves all its rights to pursue legal action as against Mr Yang in relation to the matter.
JIN XIN
Chairman and Chief Executive Officer
4 March 2015
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