OSIM : SGX-ST In-Principle Approval - Issue Of Up To S$200,000,000 Convertible Bonds Due 2019

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.

The Company is pleased to announce that the SGX-ST has on 12 September 2014 granted the in- principle approval for the listing and quotation of up to S$200,000,000 in aggregate principal amount of zero coupon convertible bonds due 2019 ("Convertible Bonds") and up to 56,737,588
New Shares.
The SGX-ST's in-principle approval for the listing and quotation of the Convertible Bonds and the
New Shares was granted subject to the following conditions: (i) compliance with the SGX-ST's listing requirements;
(ii) announcement of the conditions under which the price of the New Shares may be adjusted and the conditions under which the Convertible Bonds may be redeemed and the redemption amount;
(iii) submission of the following:
(a) a written undertaking from the Company that the Convertible Bonds have only been offered to the persons specified in Sections 274 and 275 of the Securities and Futures Act (the "SFA") in Singapore;
(b) a written confirmation from the Company that the offering circular contains all information that the persons specified in Sections 274 and 275 of the SFA in Singapore would customarily expect to see in introductory documents or offering circulars for similar debt issues;
(c) a duly signed undertaking in the format set out in Appendix 2.3.1 of the Listing
Manual;
(d) a duly signed undertaking that the Company will not re-denominate the board lot size to below S$200,000 or its equivalent in foreign currencies as long as the Convertible Bonds are listed on SGX-ST;
(e) a copy of the signed subscription agreement, agent bank agreement and fiscal agency agreement;
(f) a written confirmation from the Company that the terms of the Convertible Bonds comply with Listing Rule 829(1);
(g) a written undertaking from the Company that it will comply with Listing Rule 704(30) and Listing Rule 1207(20) in relation to the use of the proceeds from the Convertible Bonds and where proceeds are to be used for working capital purposes, the Company will disclose a breakdown with specific details on the use of
proceeds for working capital in the Company's announcements on use of proceeds
and in the annual report;
(h) a written undertaking from the Company and HSBC that the Company will comply with Listing Rule 803 (i.e. it will not allot and issue the Convertible Bonds so as to transfer a controlling interest in the Company without the prior approval of the Company's shareholders in a general meeting);
(i) a written undertaking from the Company that it will not place the Convertible Bonds to persons prohibited under Listing Rule 812(1);
(j) a written undertaking from the Company to announce any adjustment made pursuant to Rule 829(1); and
(k) a written undertaking from HSBC that the Convertible Bonds will not be placed out to persons under Listing Rule 812(1).
With respect to item (g) above, the estimated percentages allocated with respect to the use of proceeds are as follows:

It is noted that, for (2) the approximate percentage may increase based on prevailing market conditions and other commercial factors such as the availability of acquisition and investment opportunities.
The SGX-ST's in-principle approval for the listing and the quotation of the Convertible Bonds and the New Shares is not to be taken as an indication of the merits of the Convertible Bonds, the New Shares, the Company and/or its subsidiaries.
By order of the Board
Peter Lee Hwai Kiat
Company Secretary
12 September 2014

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