THIS FORM OF ACCEPTANCE AND TRANSFER FOR OFFER SHARES (AS DEFINED BELOW) (THE "FAT") IS IMPORTANT. THIS FAT IS NOT A TRANSFERABLE OR NEGOTIABLE DOCUMENT. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.
THIS FAT RELATES TO THE COMPOSITE DOCUMENT DATED 25 MARCH 2015 (THE "COMPOSITE DOCUMENT") IN RELATION TO THE OFFER (AS DEFINED BELOW). UNLESS OTHERWISE DEFINED OR THE CONTEXT REQUIRES OTHERWISE, CAPITALISED TERMS USED IN THIS FAT BEAR THE SAME MEANING ASCRIBED TO THEM IN THE COMPOSITE DOCUMENT.
THE OFFER MAY NOT BE AVAILABLE TO SHAREHOLDERS ("SHAREHOLDERS") OF FAR EASTERN BANK LIMITED WHOSE ADDRESSES IN THE REGISTER OF MEMBERS ARE OUTSIDE SINGAPORE (THE "OVERSEAS SHAREHOLDERS") DUE TO POTENTIAL RESTRICTIONS UNDER THE LAWS OF THE RELEVANT OVERSEAS JURISDICTION. SUCH OVERSEAS SHAREHOLDERS ARE ADVISED TO READ THE SECTION ENTITLED "OVERSEAS SHAREHOLDERS" IN THE COMPOSITE DOCUMENT CAREFULLY.
(THIS FAT NEED NOT BE SUBMITTED TO THE SHARE REGISTRAR OF FEB (THE "FEB SHARE REGISTRAR") IF YOU DO NOT WISH TO ACCEPT THE OFFER)
Part A: Number of Offer Shares Tendered in Acceptance of the Offer | Part B: Share Certificate No(s). | Consideration | FOR OFFICIAL USE |
S$3.51 in cash for each Offer Share tendered | |||
NOTE: Please refer to paragraph 1 on page 3 of this FAT for instructions on inserting the number of Offer Shares above. Last date and time for acceptance of the Offer: 5.30 p.m. on 22 April 2015 or such later date(s) as may be announced from time to time by or on behalf of UOB (the "Closing Date"). |
I/We, (Passport/NRIC/Company Registration No.)
(Full name(s) of Shareholder and joint Shareholder(s), if any)
of
(Address)
Telephone No. (Office/Home): (Handphone):
E-mail:
do hereby transfer to UOB or any person nominated in writing by UOB (hereinafter called the "Transferee") the Offer Shares as stated in Part A above comprised in the share certificate(s) stated in Part B above. If no number is inserted, or if the number inserted in Part A exceeds the number of Offer Shares represented by the attached share certificate(s), then the acceptance will be deemed to be in respect of the total holdings of the Shareholder(s) comprised in the share certificate(s) accompanying this FAT.
March 2015, being the date of the joint announcement of the Offer (the "Joint Announcement Date") and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions declared, paid or made by FEB (collectively, the "Distributions") (if any) which may be announced, declared, paid or made by FEB on or after the Joint Announcement Date, but excluding the FY2014 Dividend as defined in the Composite Document. In the event of any such Distributions (other than the FY2014 Dividend), the Offer Price payable to a Shareholder who validly accepts or has validly accepted the Offer shall be reduced by an amount which is equal to the amount of such Distribution in the manner as set out in the Composite Document.
Authorisation. I/We irrevocably authorise any person nominated in writing by UOB or by the Transferee to date this FAT and to complete the particulars of UOB or the Transferee on my/our behalf in the event the Offer becomes or is declared to be unconditional in all respects in accordance with its terms. I/We irrevocably authorise and direct UOB or its agent to send cheques for the appropriate amounts being the consideration for the Offer Shares tendered payable to me/us, by ordinary post at my/our own risk to the address stated above or, ifPage 1
RECOMMENDED VOLUNTARY CONDITIONAL CASH OFFER FOR OFFER SHARES OF FAR EASTERN BANK LIMITED.
none is set out, to me/us (or, in the case of joint accepting Shareholders, to the joint accepting Shareholder first-named in the Register of Members of FEB (the "Register")) at the relevant address maintained in the Register, by ordinary post at my/our risk. In the event UOB becomes entitled to receive, and receives, the FY2014 Dividend in respect of any Offer Shares validly tendered by me/us in acceptance of the Offer, I/we irrevocably authorise and direct UOB or its agent to send cheques for an amount equal to the FY2014 Dividend in respect of such Offer Shares payable to me/us, by ordinary post at my/our own risk to the address stated above or, if none is set out, to me/us (or, in the case of joint accepting Shareholders, to the joint accepting Shareholder first-named in the Register) at the relevant address maintained in the Register, by ordinary post at my/our risk, within 14 days of the receipt by UOB of the FY2014 Dividend from FEB.
(a) in respect of acceptances of the Offer which are complete and valid in all respects and are received on or before the date on which the Offer becomes or is declared unconditional in all respects in accordance with its terms, within 10 days of that date; or
(b) in respect of acceptances which are complete and valid in all respects and are received after the Offer becomes or is declared unconditional in all respects in accordance with its terms, but before the Offer closes, within 10 days of the date of such receipt.
Signed by the above-named Shareholder/first-named joint Shareholder in the presence of: ) Witness' Signature: ) Name: ) NRIC/Passport No.: )
PLEASE SIGN HERE
Address: )
Occupation: ) Signature of Shareholder/first-named joint Shareholder
Signed by the above-named joint Shareholder in the presence of: Witness' Signature: ) Name: ) NRIC/Passport No.: )
Address: ) Occupation: ) Signature of joint Shareholder, if any
Signed by authorised signatory:
Name: ) Designation: ) for and on behalf of the above-named Shareholder in the presence of: ) Witness' Signature: ) Name: ) NRIC/Passport No.: )
Address: ) Occupation: ) Signature of authorised signatory of Shareholder
(a) A husband must not witness the signature of his wife and vice versa.
(b) In the case of joint Shareholdings, this FAT must be signed by all joint Shareholders.
FOR OFFICIAL USE | |
The Transferee hereby accepts the transfer of the number of Offer Shares as specified or comprised in this FAT subject to the terms and conditions in the Composite Document and this FAT. | |
Signed by authorised signatory: | ) |
Name: | ) |
Designation: | ) |
for and on behalf of the Transferee | ) Signature |
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RECOMMENDED VOLUNTARY CONDITIONAL CASH OFFER FOR OFFER SHARES OF FAR EASTERN BANK LIMITED.
This FAT and the provisions herein constitute an integral part of the Composite Document. Further provisions relating to acceptance are set out in Appendix 2 to the Composite Document titled "Procedures for Acceptance of the Offer".
1. Acceptance by Shareholders. If you wish to accept the Offer, you should complete, sign and deliver this FAT in accordance with the Composite Document and the instructions printed on this FAT:
(a) Please insert in Part A on page 1 of this FAT the number of Offer Shares in respect of which you wish to accept the Offer. (b) If you wish to accept the Offer in respect of all Offer Shares represented by the share certificate(s) attached hereto, you
can either state "All" or insert the number of Offer Shares in respect of which the Offer is accepted in Part A on page 1
of this FAT and state in Part B the share certificate number(s) of the relevant share certificate(s).
(c) If you wish to accept the Offer in respect of some but not all Offer Shares represented by the share certificate(s) attached hereto, please insert in Part A on page 1 of this FAT the number of Offer Shares in respect of which the Offer is accepted and state in Part B the share certificate number(s) of the relevant share certificate(s).
(d) If you do not wish to accept the Offer, you do not need to take any action.
If you do not specify a number in Part A or you specify a number in Part A which exceeds the number of Offer Shares represented by the share certificate(s) attached hereto, you shall be deemed to have accepted the Offer in respect of all the Offer Shares represented by the share certificate(s) attached hereto.
(a) the completed and signed FAT in its entirety (no part may be detached or otherwise mutilated);
(b) the share certificate(s), other document(s) of title and/or relevant document(s) required by UOB relating to the Offer
Shares in respect of which you wish to accept the Offer; and
(c) where such Offer Shares are not registered in your name, a transfer form, duly executed by the person in whose name such share certificate(s) is/are registered, with the particulars of transferee left blank (to be completed by UOB or Transferee or a person authorised by either),
either by hand, or by post in the enclosed pre-addressed envelope at your own risk, to United Overseas Bank Limited c/o the Share Registrar of Far Eastern Bank Limited at 80 Raffles Place, UOB Plaza 2, #04-20 Singapore 048624, in either case so as to arrive NOT LATER THAN 5.30 P.M. ON 22 APRIL 2015 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF UOB. If the completed and signed FAT is delivered by post to UOB, please use the pre-addressed envelope which is enclosed with this FAT. It is your responsibility to affix adequate postage on the said envelope. Settlement of the consideration under the Offer cannot be made until all relevant documents have been properly completed and delivered.
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RECOMMENDED VOLUNTARY CONDITIONAL CASH OFFER FOR OFFER SHARES OF FAR EASTERN BANK LIMITED.
(a) the Grant of Probate or Letters of Administration have been registered with the FEB Share Registrar, this FAT must be signed by all the personal representative(s) of the deceased and lodged with United Overseas Bank Limited c/o the Share Registrar of Far Eastern Bank Limited at 80 Raffles Place, UOB Plaza 2, #04-20 Singapore 048624; or
(b) the Grant of Probate or Letters of Administration have not been registered with the FEB Share Registrar, all the personal representative(s) of the deceased must go to the FEB Share Registrar personally together with the original Grant of Probate or Letters of Administration. The Grant of Probate or Letters of Administration must be lodged with the FEB Share Registrar before the personal representative(s) of the deceased can effect the transfer of the Offer Shares.
Shareholders and lodged with United Overseas Bank Limited c/o the Share Registrar of Far Eastern Bank Limited at 80
Raffles Place, UOB Plaza 2, #04-20 Singapore 048624, accompanied by the Death Certificate, Grant of Probate or Letters ofAdministration in respect of the deceased Shareholder.
10. Particulars on Share Certificate(s). If your name or other particulars are shown incorrectly on the share certificate(s), please carry out the following steps:
(a) incorrect name. Please complete this FAT with the correct name and deliver it with a statutory declaration confirming that the person described on the share certificate(s) and the person who signed this FAT are one and the same;
(b) incorrect address. Please write the correct address on this FAT and enclose a certified true copy of your identification document showing the correct address; and
(c) change of name. Please enclose a certified true copy of your Marriage Certificate or the Deed Poll.
Such correction or update of particulars shall also serve as notification to the FEB Share Registrar to correct or update the same in the records of FEB, and the FEB Share Registrar shall be entitled to retain such documents in the records of FEB.
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RECOMMENDED VOLUNTARY CONDITIONAL CASH OFFER FOR OFFER SHARES OF FAR EASTERN BANK LIMITED.
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