OSIM : Decision Of The High Court Of Singapore In Suit 187/2014 & Suit 545/2014

Microsoft Word - SGX_Announcement_22042016 OSIM INTERNATIONAL LTD

(Company Registration No.: 198304191N) (Incorporated in the Republic of Singapore)

DECISION OF THE HIGH COURT OF SINGAPORE IN SUIT 187/2014 & SUIT 545/2014 INTRODUCTION

1. The board of directors ("Board" or "Directors") of OSIM International Ltd ("Company") refers to its announcements dated 17 February 2014 and 27 May 2014, copies of which are attached to this announcement.

2. The High Court of Singapore today released its decision in Suit 187/2014 ("Suit 187") and Suit 545/2014 ("Suit 545").

   BACKGROUND

3. Suit 187 was a claim commenced by The Wellness Group Pte Ltd ("The Wellness Group") and Mr Manoj Murjani against, among others, the Company, Mr Ron Sim Chye Hock, Mr Peter Lee Hwai Kiat, Mr Taha Bouqdib, Paris Investment Pte Ltd ("Paris") and Mr Khor Peng Soon for, among other things, oppression and conspiracy in relation to the affairs of TWG Tea Company Pte Ltd ("TWG Tea"). The Company, Mr Sim, Mr Lee, Mr Taha, Paris and Mr Khor made a counterclaim ("Counterclaim") in Suit 187 against The Wellness Group and Mr Murjani for libel arising out of a republication by the Straits Times of a media statement (the "Media Statement") that The Wellness Group released on 17 February 2014 about Suit 187.

4. Suit 545 was a claim commenced by The Wellness Group and Mr Murjani against the Company and all of its directors for libel arising out of the Company's announcement dated 17 February 2014.

   DECISION OF THE HIGH COURT

5. The High Court dismissed all of The Wellness Group's and Mr Murjani's claims in Suit 187 and Suit 545. The High Court also dismissed the Counterclaim.

6. On Suit 187, the High Court held, among other things, that The Wellness Group and Mr Murjani had failed to prove their allegations that the Defendants had obstructed TWG Tea's financing efforts, that the Defendants had prevented the expansion of TWG Tea's business, that Mr Sim had acted to damage TWG Tea's profitability, that the Defendants had acted wrongfully to enable the Company to take control of TWG Tea, that the Company's purchase of shares in Paris was wrongful, that Mr Murjani was removed as Chief Executive Officer of TWG Tea, that the Rights Issue that was undertaken was not bona fide and that the Defendants had acted oppressively.

7. On the Rights Issue, the High Court accepted the Defendants' position that there were commercial reasons for the Rights Issue. The High Court also held that the approach that was adopted by Mr Lee in arriving at the Rights Issue price was a reasonable and legitimate approach, that the Rights Issue price was within a reasonable range and that the price was arrived at to incentivise The Wellness Group to subscribe to the Rights Issue.

8. The High Court also held that The Wellness Group's and Mr Murjani's claims in conspiracy and claim for breach of contract failed.

9. On the Counterclaim, the High Court held that although The Wellness Group and Mr Murjani were responsible for the republication by the Straits Times of the Media Statement, the words in the Straits Times report were not defamatory.

10. On Suit 545, the High Court held, among other things, that the meanings that The Wellness Group and Mr Murjani sought to give to the Company's announcement dated 17 February 2014 were contrived, that the Company and its directors were doing no more than expressing their view about the allegations that had been made in Suit 187, that the Company and its directors did not act with malice and that the claims made by The Wellness Group and Mr Murjani in Suit 545 were nothing more than "a very big storm in a tiny tea cup and should never have been brought".

11. The High Court also ordered The Wellness Group and Mr Murjani to pay the Company's and the other Defendants' legal costs in relation to Suit 187 and Suit 545. The High Court ordered that The Wellness Group and Mr Murjani are entitled to their legal costs arising from the Counterclaim. The High Court ordered that the quantum of the legal costs is to be agreed among the parties, failing which it shall be determined by the High Court.

BY ORDER OF THE BOARD

Juan Chow Yee

Deputy Chief Financial Officer 22 April 2016