OFFER DOCUMENT DATED 10 JUNE 2022

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt about the Offer (as defined herein) or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

Asian Corporate Advisors Pte. Ltd. ("ACA") is acting for and on behalf of THC Venture Pte. Ltd. (the "Offeror") and does not purport to advise the shareholders (the "Shareholders") of T T J Holdings Limited (the "Company" or "TTJ") and/or any other person. In preparing its letter to the Shareholders on behalf of the Offeror, ACA has not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and/or constraints of any Shareholder.

The views of the directors of the Company who are considered to be independent for the purposes of the Offer and the independent financial adviser to such directors on the Offer will be made available to you in due course by the Company. You may wish to consider their views before taking any action in relation to the Offer.

Shareholders should note that they will receive the Notification (as defined herein and containing the address and instructions for the electronic retrieval of the Offer Document (as defined herein) and its related documents) together with the Form of Acceptance and Authorisation for Offer Shares (as defined herein) ("FAA") or the Form of Acceptance and Transfer for the Offer Shares ("FAT"), as the case may be, in respect of the Offer (as defined herein).

If you have sold or transferred all your ordinary shares in the capital of the Company (the "Shares") held through The Central Depository (Pte) Limited ("CDP"), you need not forward the Notification (containing the address and instructions for the electronic retrieval of the Offer Document and its related documents) and the accompanying FAA to the purchaser or transferee, as arrangements will be made by CDP for a separate Notification and FAA to be sent to the purchaser or transferee. If you have sold or transferred all your Shares which are not held through CDP, you should immediately hand the Notification and the accompanying FAT to the purchaser or the transferee or the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted to any jurisdiction outside of Singapore.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offer Document.

VOLUNTARY CONDITIONAL CASH OFFER

by

ASIAN CORPORATE ADVISORS PTE. LTD.

(Company Registration No. 200310232R)

(Incorporated in Singapore)

for and on behalf of

THC VENTURE PTE. LTD.

(Company Registration No.: 202205146H)

(Incorporated in Singapore)

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

ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AT 5.30 P.M. (SINGAPORE TIME) ON 8 JULY 2022 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR.

The procedures for acceptance of the Offer are set out in Appendix B to this Offer Document and in the accompanying FAA and/or FAT (as applicable).

CONTENTS

PAGE

DEFINITIONS…………………………………………………………………...……………………………….1

1.

INTRODUCTION .............................................................................................................................

8

2.

THE OFFER ....................................................................................................................................

8

3.

FURTHER DETAILS OF THE OFFER .........................................................................................

10

4.

PROCEDURES FOR ACCEPTANCE ..........................................................................................

10

5.

IRREVOCABLE UNDERTAKING.................................................................................................

10

6.

INFORMATION ON THE OFFEROR............................................................................................

11

7.

INFORMATION ON THE COMPANY...........................................................................................

11

8.

RATIONALE FOR THE OFFER ...................................................................................................

11

9.

OFFEROR'S INTENTIONS FOR THE COMPANY ......................................................................

17

10.

COMPULSORY ACQUISITION ....................................................................................................

18

11.

LISTING STATUS.........................................................................................................................

18

12.

FINANCIAL ASPECTS OF THE OFFER......................................................................................

19

13.

DISCLOSURES OF HOLDINGS, DEALINGS IN COMPANY SECURITIES AND OTHER

ARRANGEMENTS .......................................................................................................................

19

14.

CONFIRMATION OF FINANCIAL RESOURCES ........................................................................

20

15.

ELECTRONIC DESPATCH OF THIS OFFER DOCUMENT........................................................

21

16.

OVERSEAS JURISDICTIONS AND SHAREHOLDERS .............................................................

21

17.

INFORMATION RELATING TO CPFIS INVESTORS AND SRS INVESTORS...........................

23

18.

GENERAL .....................................................................................................................................

23

19.

DIRECTOR'S RESPONSIBILITY STATEMENT ..........................................................................

24

APPENDIX A - DETAILS OF THE OFFER ..………………...……………………………….……....... A-1

APPENDIX B - PROCEDURES FOR ACCEPTANCE OF THE OFFER ..………………..……....... B-1

APPENDIX C - ADDITIONAL INFORMATION ON THE OFFEROR .…………………………......... C-1

APPENDIX D - ADDITIONAL INFORMATION ON THE COMPANY …………………………......... D-1

APPENDIX E - DISCLOSURE OF HOLDINGS AND DEALINGS………………………………........ E-1

APPENDIX F - ADDITIONAL GENERAL INFORMATION ...……………………………………........ F-1

DEFINITIONS

Except where the context otherwise requires, the following definitions apply throughout this Offer Document, the Notification, and the Acceptance Forms:

"Acceptance Forms"

: The FAA and the FAT collectively, or any one of them, as the case

may be

"ACA"

: Asian Corporate Advisors Pte. Ltd.

"ACRA"

: The Accounting and Regulatory Authority of Singapore

"Business Day"

: A day (other than Saturday, Sunday or a public holiday) on which

commercial banks are open for business in Singapore

"CDP"

: The Central Depository (Pte) Limited

"Closing Date"

: 5.30 p.m. (Singapore time) on 8 July 2022 or such later date(s) as

may be announced from time to time by or on behalf of the Offeror,

being the last day for the lodgement of acceptances of the Offer

"Code" or "Take-over

: The Singapore Code on Take-overs and Mergers, as amended or

Code"

modified from time to time

"Companies Act"

: Companies Act 1967 of Singapore, as may be amended, modified,

or supplemented from time to time

"Company"

: T T J Holdings Limited

"Company Securities"

: Shall have the meaning ascribed to it in Section 13.2 (No other

Holdings and Dealings in Company Securities) of this Offer

Document

"Concert Parties"

: Parties acting or presumed to be acting in concert with the Offeror

in connection with the Offer

"CPF"

: Central Provident Fund

"CPF Agent Banks"

: Agent banks included under the CPFIS

"CPFIS"

: Central Provident Fund Investment Scheme

"CPFIS Investors"

: Investors who hold Shares purchased using their CPF contributions

pursuant to the CPFIS

"Date of Receipt"

: The date of receipt of the relevant Acceptance Form by CDP or the

Registrar (as the case may be) on behalf of the Offeror (provided

always that the date of receipt falls on or before the Closing Date)

"DCS"

: Shall have the meaning ascribed to it in Paragraph 2 (Settlement of

the Offer) of Appendix A to this Offer Document

"Despatch Date"

: 10 June 2022, being the date of despatch of the Notification, the

Acceptance Forms, and electronic dissemination of this Offer

Document and any related documents

"Director(s)"

: Director of the Offeror as at the Latest Practicable Date

"Disposal"

: The disposal of land held under the issue document of title known

as HS (D) No. 493036, PTD 4373, located in Mukim of Sungai

Tiram, District of Johor Bahru, State of Johor, together with certain

equipment contained in the factory thereon, announced as

completed by the Company on 29 March 2022

1

DEFINITIONS

"Dissenting

: Shall have the meaning ascribed to it in Section 10.1 (Compulsory

Shareholders"

Acquisition Rights) of this Offer Document

"Distributions"

: Any

dividends, rights, return of capital and other distributions

announced, declared, paid or made by the Company in respect of

the Shares

"Electronic Acceptance"

: The SGX-SFG service provided by CDP as listed in Schedule 3 of

the Terms and Conditions for User Services for Depository Agents

"Encumbrances"

: Any

claims, charges, equities, mortgages, liens, pledges,

encumbrances, declaration of trust, hypothecation, retention of title,

power of sale, equity options, rights of pre-emption, rights of first

refusal, right to acquire, moratorium, security agreement and

security interest, assignments, debentures or any other third party

rights or security interests of any nature whatsoever or any

agreements, arrangements, or obligations to create any of the

foregoing

"FAA"

: Form of Acceptance and Authorisation for Offer Shares, which

forms part of this Offer Document and which is issued to

Shareholders whose Offer Shares are deposited with CDP

"FAT"

: Form of Acceptance and Transfer for the Offer Shares, which forms

part of this Offer Document and which is issued to Shareholders

whose Offer Shares are not deposited with CDP

"Final Day Rule"

: Shall have the meaning ascribed to it in Paragraph 1.5 (Final Day

Rule) of Appendix A to this Offer Document

"Free Float Requirement"

: Shall have the meaning ascribed to it in Section 11.1 (Listing Status)

of this Offer Document

"Group"

: The Company and its subsidiaries, collectively

"HL Bank"

:

HL Bank

"IFA"

: ZICO Capital Pte. Ltd., the independent financial adviser to the

directors of the Company who are considered independent for the

purposes of the Offer

"Indemnified Parties"

: Shall have the meaning ascribed to it in Paragraph 2.10 (Liability) of

Appendix B to this Offer Document

"in scrip form"

:

Shall

have the meaning ascribed to it in Paragraph 1.2.1

(Shareholders whose Shares are not deposited with CDP) of

Appendix B to this Offer Document

"Independent Directors"

:

The directors of the Company who are considered to be

independent for the purposes of the Offer

"IPO"

: The

initial public offering exercise that was undertaken by the

Company and pursuant to which the Company entered onto the

Official List of the SGX-ST on 1 April 2010

"IPO Date"

: 1 April 2010, being the date of entry of the Company on the Official

List of the SGX-ST

"IPO Price"

: Shall have the meaning ascribed to it in Section 8.1 (Opportunity for

Shareholders to realise their investment in the Shares at a premium

2

DEFINITIONS

"Irrevocable Undertaking"

"Last Trading Day"

"Latest Practicable Date"

"Listing Manual"

"Market Day(s)"

"Minimum Acceptance

Condition"

"Mr Teo" "NAV" "Notification"

"Offer"

over the market price prior to the Offer Announcement Date without incurring brokerage costs) of this Offer Document

  • Shall have the meaning ascribed to it in Section 5.1 (Irrevocable Undertaking) of this Offer Document
  • Shall have the meaning ascribed to it in Section 8.1 (Opportunity for Shareholders to realise their investment in the Shares at a premium over the market price prior to the Offer Announcement Date without incurring brokerage costs) of this Offer Document
  • 3 June 2022, being the latest practicable date prior to electronic dissemination of this Offer Document
  • The listing manual of the SGX-ST
  • A day or days on which the SGX-ST is open for trading in securities
  • Shall have the meaning ascribed to it in Section 2.6 (Minimum Acceptance Condition) of this Offer Document
  • Teo Hock Chwee
  • Net asset value
  • Notification of electronic dissemination of this Offer Document and its related documents dated 10 June 2022
  • The voluntary conditional cash offer by ACA, for and on behalf of the Offeror, to acquire the Offer Shares, on the terms and subject to the conditions set out in this Offer Document, the FAA and the FAT, as such offer may be amended, extended and revised from time to time by or on behalf of the Offeror

"Offer Announcement"

: The announcement in connection with the Offer released by ACA,

for and on behalf of the Offeror, on the Offer Announcement Date

"Offer Announcement

: 20 May 2022, being the date of the Offer Announcement

Date"

"Offer Document"

: This document dated 10 June 2022 and any other document(s)

which may be issued, for and on behalf of the Offeror, to amend,

revise, supplement or update this document from time to time

"Offer Period"

: The period commencing from the Offer Announcement Date until

the date the Offer is declared to have closed or lapsed

"Offer Price"

: S$0.23 in cash for each Offer Share

"Offer Settlement Date"

: Shall have the meaning ascribed to it in Section 2.5 (Adjustments

for Distributions) of this Offer Document

"Offer Shares"

: All the issued Shares to which the Offer relates, as described in

Sections 2.1 (Offer) and 2.2 (Offer Shares) of this Offer Document

"Offeror"

: THC Venture Pte. Ltd.

"Official List"

: The list of issuers maintained by the SGX-ST in relation to the SGX

Main Board

3

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TTJ Holdings Limited published this content on 10 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2022 14:12:04 UTC.