AURIC PACIFIC GROUP LIMITED

(Company Registration No. 198802981D)

VOLUNTARY CONDITIONAL GENERAL CASH OFFER BY RHB SECURITIES SINGAPORE PTE. LTD., FOR AND ON BEHALF OF SILVER CREEK CAPITAL PTE. LTD., FOR AURIC PACIFIC GROUP LIMITED
  1. INTRODUCTION

    The Board of Directors ("Board" or "Directors") of Auric Pacific Group Limited (the "Company" and together with its subsidiaries, the "Group") wishes to inform its shareholders (the "Shareholders") that RHB Securities Singapore Pte. Ltd., for and on behalf of Silver Creek Capital Pte. Ltd. (the "Offeror"), has on 7 February 2017 released an announcement (the "Offer Announcement") that the Offeror will make a voluntary conditional general cash offer (the "Offer") for all the shares in the capital of the Company ("Shares") other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it.

    A copy of the Offer Announcement is attached herewith to this announcement (the "Announcement") and is also available on the website of the Singapore Exchange Securities Trading Limited at www.sgx.com. Shareholders are advised to refer to the full text of the Offer Announcement.

  2. DESPATCH OF THE OFFER DOCUMENT

    The offer document, which will contain the terms and conditions of the Offer and enclose the appropriate form(s) of acceptance (the "Offer Document"), will be despatched to Shareholders not earlier than 14 days and not later than 21 days from the date of the Offer Announcement.

  3. OFFEREE CIRCULAR

    MS Corporate Finance Pte Ltd ("IFA") has been appointed as the independent financial adviser to advise the Directors who are considered independent for the purposes of the Offer (the "Independent Directors"). A circular containing, inter alia, the advice of the IFA and the recommendation of the Independent Directors (the "Offeree Circular") will be sent to Shareholders within 14 days from the date of despatch of the Offer Document to be issued by or on behalf of the Offeror.

    In the meantime, Shareholders are advised to exercise caution when dealing with their Shares and to refrain from taking any action in respect of their Shares which may be prejudicial to their interests, until they or their advisers have considered the information and the recommendation of the Independent Directors as well as the advice of the IFA set out in the Offeree Circular.
  4. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate, and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the Offer Announcement), the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information has been accurately and correctly extracted from such sources and/or reproduced in this Announcement in its proper form and context.

BY ORDER OF THE BOARD

Adrian Chan Pengee Company Secretary

7 February 2017

VOLUNTARY CONDITIONAL CASH OFFER

by

RHB SECURITIES SINGAPORE PTE. LTD.

(Company Registration Number: 198701140E) (Incorporated in the Republic of Singapore)

for and on behalf of

SILVER CREEK CAPITAL PTE. LTD.

(Company Registration Number: 201634229W) (Incorporated in the Republic of Singapore)

for all the issued and paid-up ordinary shares in the capital of

AURIC PACIFIC GROUP LIMITED

(Company Registration Number: 198802981D) (Incorporated in the Republic of Singapore)

(Singapore Stock Code: A23)

other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer

OFFER ANNOUNCEMENT
  1. Introduction

    RHB Securities Singapore Pte. Ltd. ("RHBSEC") announces, for and on behalf of Silver Creek Capital Pte. Ltd. ("Offeror"), an entity jointly owned by Dr. Stephen Riady ("SR") and Dr. Andy Adhiwana ("AA"), that the Offeror intends to make a voluntary conditional cash offer ("Offer") for all the issued and paid-up ordinary shares ("Shares") in the capital of Auric Pacific Group Limited ("APGL"), other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer ("Concert Parties" and such Shares, "Offer Shares"), with a view to delist APGL from the Mainboard of Singapore Exchange Securities Trading Limited ("SGX-ST").

  2. Offer

  3. General. The Offer, when made, will be made on the terms and conditions set out in this Announcement and the offer document ("Offer Document") to be issued by RHBSEC for and on behalf of the Offeror, and in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Singapore Code on Take-overs and Mergers.
  4. Offer Price. The Offer, when made, will be made at: S$1.65 in cash for each Offer Share ("Offer Price"). The Offer Price is Final. The Offeror will not revise the Offer Price.
  5. Offer Shares. The Offer, when made, will be extended to all the Offer Shares. The Offer does not extend to the Shares owned, controlled or agreed to be acquired by the Offeror or its Concert Parties, including:
  6. the 61,927,335 Shares, representing 49.28% of the total number of Shares in issue as at the as at the date hereof ("Announcement Date"), which are held indirectly by Lippo China Resources Limited ("LCR"), an entity listed on The Stock Exchange of Hong Kong Limited and ultimately owned by a discretionary trust of which SR and his family members are beneficiaries; and

  7. the 34,487,811 Shares, representing 27.44% of the total number of Shares in issue as at the Announcement Date, which are held indirectly by AA through Goldstream Capital Limited ("Goldstream")1.

  8. Rights and Encumbrances. The Offer Shares will be acquired:
  9. fully paid;

  10. free from all claims, charges, liens, mortgages, encumbrances, hypothecations, retention of title, power of sale, equity, options, rights of pre-emption, rights of first refusal or other third party rights or interests of any nature whatsoever; and

  11. together with all rights, benefits and entitlements attached thereto as at the Announcement Date and hereafter attaching thereto, including the right to receive and retain all dividends, rights, other distributions and return of capital ("Distribution") (if any) which may be announced, declared, paid or made by APGL on or after the Announcement Date.

  12. If any Distribution is announced, declared, paid or made by APGL on or after the Announcement Date, and the Offeror is not entitled to receive such Distribution in full in respect of any Offer

    1 AA is the beneficial owner of the entire issued share capital of Bravado International Ltd ("Bravado").

    Bravado, in turn, owns 100% of Goldstream.

Auric Pacific Group Limited published this content on 07 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 07 February 2017 01:04:10 UTC.

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