Exeo Global Pte. Ltd made an offer to acquire DeClout Limited (Catalist:5UZ) from a group of shareholders for SGD 86.6 million on January 7, 2019. Under the terms, Exeo offered SGD 0.13 per share in cash. In the event any distribution is or has been declared, paid or made by DeClout Limited on or after the offer announcement date to a shareholder who validly accepts or has validly accepted the offer, the offer price payable to such accepting shareholder shall be reduced by an amount which is equal to the amount of such distribution depending on when the settlement date in respect of the offer shares tendered in acceptance by shareholders pursuant to the offer falls. Exeo Global Pte. Ltd will not make an offer to acquire the options, however, the offer will be extended to all new shares unconditionally issued or to be issued pursuant to the valid exercise, prior to the close of the offer. Wong Kok Khun and Kow Ya gave irrevocable undertakings to surrender all outstanding options amounting to 2.8 million options for cancellation. As of January 25, 2019, all DeClout Limited's outstanding options were cancelled. As at January 7, 2019, Wong Kok Khun, 3rd Space Pte Ltd, Kow Ya, Cheryl Tan Choo Huang, Poh Boon Kher Melvin and others holding approximately 50.34% of the total number of issued shares of DeClout Limited, provided irrevocable undertakings to Exeo Global Pte. Ltd to, inter alia, accept the offer. As announced on February 14, 2019, Exeo Global Pte. Ltd does not intend to revise the offer price. KPMG Corporate Finance Pte. Ltd., as financial advisor to Exeo Global Pte. Ltd, confirmed that sufficient financial resources are available to Exeo Global Pte. Ltd to satisfy full acceptance of the offer. Exeo Global made the offer with a view to delist DeClout Limited from the SGX-ST and exercising any rights of compulsory acquisition that may arise. In the event that Exeo Global Pte. Ltd acquires not less than 90% of the total number of issued shares (other than those already held by Exeo Global Pte. Ltd, its related corporations or their respective nominees as at the date of the offer and excluding any shares held in treasury), Exeo Global Pte. Ltd would be entitled to exercise the right to compulsory acquire all the shares from shareholders who have not accepted the offer at a price equal to the offer price. As of February 28, 2019, Exeo Global Pte. Ltd. received acceptances of approximately 90.62% of the total number of issued shares of DeClout Limited therefore, the percentage of shares held by the public reached below 10% (loss of public float). SGX-ST will, however, suspend the trading of the listed securities of DeClout Limited on the close of the offer. After the transaction, Exeo Global Pte. Ltd intends to operate DeClout Limited as a wholly owned subsidiary. Exeo Global Pte. Ltd does not intend to make major changes to the business of DeClout Limited or its management team and does not intend to discontinue the employment of the employees of DeClout Limited and of its subsidiaries, other than in the normal course of business. Exeo Global Pte. Ltd agreed to establish a management incentive plan to encourage key members of the management team of DeClout, namely Wong Kok Khun, Chua Hock Choon, Chua Chye Lee, Kow Ya, Leow Chin Bee, Lim Swee Yong, Cheryl Tan Choo Huang, Tay Koong Phong and Chan Allen to continue to render their services. The offer is conditional upon Exeo Global Pte. Ltd and parties acting in concert holding more than 50% of the voting rights attributable to the issued share capital of DeClout Limited as at the closing date. As of January 22, 2019, the offer became unconditional as Exeo Global Pte. Ltd received valid acceptances for approximately 61.22% shares of DeClout. As of February 1, 2019, based on the advice of Provenance Capital Pte. Ltd., independent Directors (Poh Boon Kher Melvin, Ho Chew Thim and Hew Koon Chan) of DeClout Limited recommended the shareholders to accept the offer. The offer will close on February 18, 2019. As of January 23, 2019, the offer's closing date was extended to March 4, 2019 in accordance with Rule 22.6 of the Code as the offer became unconditional. KPMG Corporate Finance Pte. Ltd. acted as a financial advisor, Tricor Barbinder Share Registration Services acted as a registrar and Dawn LAW of WongPartnership LLP acted as a legal advisor to Exeo Global Pte. Ltd. Tricor Barbinder Share Registration Services acted as a registrar and Ernst & Young LLP (Singapore) acted as an auditor to DeClout Limited. As of January 10, 2019, Provenance Capital Pte. Ltd. was appointed as a financial advisor for the independent Directors of DeClout Limited. Danny Lim, Cheryl Tay and Gina Ng of Rajah & Tann acted as the legal advisors to DeClout Limited. Exeo Global Pte. Ltd completed the acquisition of DeClout Limited (Catalist:5UZ) from a group of shareholders on March 4, 2019. Exeo Global owned 633 million shares and approximately 94.64% stake at the close of the offer. Exeo Global will, in due course, dispatch the relevant documentation to the exercise of its right of compulsory acquisition to the shareholders who have not accepted the offer. Exeo Global intends to take steps to delist DeClout from the SGX-ST following the close of the offer. As of March 11, 2019, Exeo Global announced that it intends to exercise its right of compulsory acquisition to acquire all the shares not owned by it at the offer price of SGD 0.13 in cash for each share on or after April 12, 2019. As per the update dated April 17, 2019, DeClout Limited will be delisted from the SGX-ST with effect from April 22, 2019. The compulsory acquisition is expected to be completed on April 18, 2019. As of April 18, 2019, the transfer of shares of dissenting shareholders has been effected and payment has been dispatched and the compulsory acquisition has been completed.