EuNetworks Group Ltd : euNetworks Group Limited - Zero Coupon Mandatory Convertible Bonds Due 2013

euNetworks Group Limited (the "Company") refers to the terms and conditions (the "Terms and

2010. Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings as in the Terms and Conditions.

Bondholders are reminded that in accordance with the Terms and Conditions, the Maturity Date of the Bonds is 1 April 2013.

Notice is hereby given that subject as provided in the Terms and Conditions, Bondholders have the right to convert their Bonds into new Shares (the "Conversion Right") at the prevailing conversion price at any time up to the close of business on the Expiration Date, being 15 March 2013.

Pursuant to Condition 7(f) of the Terms and Conditions, Bondholders shall have the right, at such Bondholder's option, to require the Company to redeem all (but not less than all) of such Bondholder's Bonds on the Maturity Date at 126.53 per cent. of the unpaid principal amount as at the Maturity Date (the "Bondholders Put Option").

To exercise its rights to require the Company to redeem its Bonds, a Bondholder must deliver a Put Option Notice to the Registrar on any Business Day between 8.30 a.m. and 5.30 p.m. at the location of the Registrar between 31 January 2013 and 15 March 2013.
Copies of the Put Option Notice can be obtained from the specified office of DBS Bank Ltd. (the "Principal Paying Agent") on any Business Day between 9.00 a.m. and 5.00 p.m. or Boardroom Corporate & Advisory Services Pte. Ltd. (the "Registrar" and "Conversion Agent") on any Business Day between 8.30 a.m. and 5.30 p.m. The specified offices of the Principal Paying Agent, the
Registrar and the Conversion Agent are set out at the end of this announcement.
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A Put Option Notice, once delivered, shall be irrevocable and the Company shall redeem the Bonds which form the subject of the Put Option Notice delivered as aforesaid on the Maturity Date.

Pursuant to Condition 7(a) of the Terms and Conditions, unless previously redeemed, converted or purchased and cancelled, the Company will mandatorily convert each Bond into the Mandatory Conversion Shares at the conversion price of S$0.015806 on 1 April 2013.

Subject to the requirements of The Central Depository (Pte) Limited (the "Depository"), where a Bondholder whose registered address with the Depository is in Singapore as at 15 March 2013 (the "Cut-Off Date") has not:
(a) exercised his Conversion Right by the Expiration Date;
(b) exercised his Bondholders Put Option in accordance with paragraph 3 above; or
(c) delivered a Mandatory Conversion Settlement Instruction in accordance with paragraph 4.2 below,
and if such Bondholders' Bonds are not previously redeemed, converted or purchased and cancelled, the principal amount of Bonds available in the "Free Balance" of the securities account(s) of the Bondholder on the Maturity Date shall be converted into Mandatory Conversion Shares in accordance with the Terms and Conditions at the conversion price of S$0.015806 and such allotted and issued Shares shall be credited to the same securities account(s) of such Bondholder.

A Bondholder may elect to have the Mandatory Conversion Shares credited to specified securities account(s) of the Bondholder if he deposits at his own expense between 8.30 a.m. and 5.30 p.m. on any Business Day at the specified office of the Conversion Agent a duly completed Mandatory Conversion Settlement Instruction and any amounts required to be paid by the Bondholder under Condition 6(b)(ii) of the Terms and Conditions, no later than the Cut-Off Date.
Copies of the Mandatory Conversion Settlement Instruction can be obtained from the specified office of the Conversion Agent on any Business Day between 8.30 a.m. and 5.30 p.m.
Any Mandatory Conversion of a Bond shall be further conditional on that principal amount of Bonds being available in the "Free Balance" of the securities account(s) of the exercising Bondholder with the Depository until the Maturity Date and on the exercising Bondholder electing in the Mandatory Conversion Settlement Instruction to have the delivery of the Mandatory Conversion Shares allotted and issued on conversion of the relevant Bonds to be effected by crediting such Shares to the securities account(s) of the exercising Bondholder, failing which the Mandatory Conversion Settlement Instruction shall be void, all rights of the exercising Bondholder and of any other person
thereunder shall cease, and the procedures in paragraph 4.1 above shall apply.
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DBS Bank Ltd.
60 Alexandra Terrace
The Comtech #05-27
Singapore 118502
Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Telephone number: (65) 6536 5355
BY ORDER OF THE BOARD
Brady Rafuse
Chief Executive Officer

30 January 2013
This Announcement and its contents have been reviewed by the Company's sponsor, CIMB Bank Berhad, Singapore Branch (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Jason Chian (Director, Corporate Finance), CIMB Bank Berhad, Singapore Branch, 50 Raffles Place, #09-01 Singapore Land Tower, Singapore 048623, telephone (65) 6337
5115.
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