Lee Metal : Voluntary Conditional Cash Offer - Level Of Acceptances And Final Closing Date

VOLUNTARY CONDITIONAL CASH OFFER

By

UNITED OVERSEAS BANK LIMITED

(Registration No. 193500026Z) (Incorporated in Singapore)

for and on behalf of

BRC ASIA LIMITED

(Registration No. 193800054G)

(Incorporated in Singapore)

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

LEE METAL GROUP LTD

(Registration No. 198205439C)

(Incorporated in Singapore)

other than those already owned, controlled or agreed to be acquired by the Offeror

LEVEL OF ACCEPTANCES

FINAL CLOSING DATE

• 1. INTRODUCTION

  Reference is made to the following:

  the offer document dated 10 May 2018 ("Offer Document") issued by UOB, for and on behalf of the Offeror;

  the announcement dated 10 May 2018 made by UOB, for and on behalf of the Offeror, in relation to the despatch of the Offer Document; and

  the announcement dated 14 May 2018 made by UOB, for and on behalf of the Offeror, in relation to the Offer being declared unconditional in all respects.

  All capitalised terms used herein shall have the meanings ascribed to them in the Offer Document, unless otherwise defined.

• 2. LEVEL OF ACCEPTANCES AND AGGREGATE SHAREHOLDINGS

  UOB wishes to announce, for and on behalf of the Offeror, that as at 5.00 p.m. (Singapore time) on 5 June 2018, the total number of Shares (a) for which valid acceptances have been received; (b) held as at the Pre-Conditional Offer Announcement Date; and (c) acquired or agreed to be acquired between the Pre-Conditional Offer Announcement Date and up to 5 June 2018, by the Offeror and its Concert Group, are as follows:

Accordingly, the total number of Shares owned, controlled, acquired or agreed to be acquired by the Offeror and its Concert Group (including valid acceptances of the Offer) amount to an aggregate 429,236,249 Shares, representing approximately 90.45% of the issued Shares.

• 3. DISSENTING SHAREHOLDERS' RIGHTS UNDER SECTION 215(3) OF THE COMPANIES ACT

  As the Offeror has received valid acceptances pursuant to the Offer which, together with the Shares held by the Offeror, its related corporation or their respective nominees, comprise 90% or more of the total number of issued Shares, the Shareholders who have not accepted the Offer ("Dissenting Shareholders") will have the right under and subject to Section 215(3) of the Companies Act, to require the Offeror to acquire their Shares on the terms of the Offer.

  The Offeror will despatch a letter to Dissenting Shareholders, together with the requisite Form 58, in due course. Dissenting Shareholders who wish to exercise such rights or who are in any doubt as to their position are advised to seek their own independent legal advice.

• 4. TRADING SUSPENSION AND LISTING STATUS

  Pursuant to Rule 1105 of the Listing Manual, upon an announcement by the Offeror that acceptances have been received pursuant to the Offer that bring the holdings owned by the Offeror and its Concert Group to above 90% of the total number of issued Shares (excluding treasury shares), the SGX-ST may suspend the trading of the Shares in the Ready and Unit Share markets until it is satisfied that at least 10% of the total number of issued Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public. Rule 1303(1) of the Listing Manual provides that if the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares (excluding treasury shares), thus causing the

1

Unless stated otherwise, references in this Announcement to the total number of issued Shares are based on 474,551,093 Shares.

2

This includes (a) the aggregate 228,052,952 Offer Shares (comprising 48.06% of the issued Shares) tendered in acceptance of the Offer by the Shareholders pursuant to the Irrevocable Undertakings as set out in Section 9 of the Offer Document; and (b) the aggregate 5,175,400 Offer Shares (comprising 1.09% of the issued Shares) tendered in acceptance of the Offer by the Concert Group.

3

As at the Pre-Conditional Offer Announcement Date, (a) the Offeror did not hold any Shares; and (b) the Concert Group owned or controlled an aggregate of 5,175,400 Shares, representing 1.09% of the issued Shares.

percentage of the total number of issued Shares (excluding treasury shares) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares only at the close of the Offer.

In addition, under Rule 724(1) of the Listing Manual, if the percentage of the total number of issued Shares (excluding treasury shares) held in public hands falls below 10%, the Company must, as soon as practicable, announce that fact and the SGX-ST may suspend the trading of all the Shares. Rule 724(2) of the Listing Manual states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares (excluding treasury shares) in public hands to at least 10%, failing which the Company may be removed from the official list of the SGX-ST.

• 5. FINAL CLOSING DATE

  UOB had announced on 14 May 2018, for and on behalf of the Offeror, that the Closing Date of the Offer had been extended to 5.30 p.m. (Singapore time) on 21 June 2018.

  Notice is hereby given that the Offer will not be open for acceptance beyond 5.30 p.m. (Singapore time) on 21 June 2018 ("Final Closing Date"). Acceptances received after 5.30 p.m. (Singapore time) on the Final Closing Date will be rejected.

• 6. RESPONSIBILITY STATEMENT OF THE DIRECTORS

  The Directors (including any who may have delegated supervision of this Announcement) have taken all reasonable care to ensure the facts stated and all opinions expressed herein are fair and accurate and where appropriate, no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading and they hereby jointly and severally accept full responsibility.

  Where any information in this Announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Announcement in its proper form and context.

Issued by

UNITED OVERSEAS BANK LIMITED

For and on behalf of

BRC ASIA LIMITED

5 June 2018

Any enquiries relating to this Announcement or the Offer should be directed during office hours to the UOB helpline at (65) 6539 7066.

Forward-Looking Statements

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "shall", "should", "could", "may" and "might". These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results or outcomes may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor UOB undertakes any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any other regulatory or supervisory body or agency.