OSIM INTERNATIONAL LTD. Capitalised terms used in this announcement shall, save as otherwise defined have the same meaning as set out in the announcements of the Company made on 26 and 27 August 2014 and
12 September 2014.
The Company is pleased to announce that the proposed issue of the S$170,000,000 Convertible Bonds due 2019 has closed successfully today. As the option to subscribe for the Option Bonds has not been exercised, the option has lapsed on 18 September 2014.
The Convertible Bonds are convertible into New Shares at any time on or after 29 October 2014 up to the close of business (at the place where the Certificate evidencing that such Convertible Bond is deposited for conversion) on the date falling 10 days prior to the Maturity Date (but, except as provided in the Terms and Conditions, in no event thereafter) or, if such Convertible Bond shall have been called for redemption by the Company before the Maturity Date, then up to the close of business (at the place aforesaid) on a date no later than seven business days (in the place aforesaid) prior to the date fixed for redemption thereof. The conversion price (subject to the adjustments in the manner provided for in the terms and conditions of the Convertible Bonds (the "Terms and Conditions")) will initially be S$3.525 per New Share.
The Convertible Bonds will constitute direct, unsubordinated, unconditional and, subject to the Terms and Conditions, unsecured obligations of the Company and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Company under the Convertible Bonds shall, save for such exceptions as may be provided for by mandatory provisions of applicable law and subject to the Terms and Conditions, at all times rank at least equally with all of its other present and future direct, unsubordinated, unconditional and unsecured obligations.
The New Shares, when issued and delivered in the manner contemplated by the Convertible
Bonds and the Trust Deed will:
(i) be duly and validly issued, fully-paid and non-assessable;
(ii) conform in all material respects to the description thereof to be contained in the Offering
Circular;
(iii) rank pari passu and carry the same rights and privileges in all respects as the ordinary share capital of the Company and shall be entitled to all dividends and other distributions declared, paid or made thereon save as provided for in the Terms and Conditions; and
(iv) be freely transferable, free and clear of all liens, charges, encumbrances, security interests or claims of third parties and will not be subject to calls for further funds.
The Convertible Bonds are expected to be admitted to the Official List of the SGX-ST with effect from 9.00 a.m. on 19 September 2014.
By order of the Board
Peter Lee Hwai Kiat
Company Secretary
18 September 2014
The Convertible Bonds and the New Shares to be issued upon conversion of the Convertible Bonds have not been, and will not be registered under the Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or transactions not subject to, the registration requirements of the Securities Act and applicable state securities law. This notice is for information purposes only and does not constitute an invitation or an offer to acquire, purchase or subscribe for or a sale of Convertible Bonds or New Shares to be issued upon conversion of the Convertible Bonds in the United States or any other jurisdiction. Neither this announcement nor any portion hereof may be sent or transmitted into the United States or any jurisdiction where to do so is unlawful. Any failure to comply with these restrictions may constitute a violation of the United States securities law or the securities laws of any such other jurisdiction.
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