(2) THE PROPOSED GRANT OF THE CALL OPTION TO TEE LAND PRIVATE LIMITED
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- Eric Cannon
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1 TEE INTERNATIONAL LIMITED (Incorporated in Singapore with limited liability) (Company registration number: D) (1) THE PROPOSED MATERIAL DILUTION OF 20% OR MORE OF THE COMPANY S SHAREHOLDING INTEREST IN TEE LAND PRIVATE LIMITED, A PRINCIPAL SUBSIDIARY OF THE COMPANY, PURSUANT TO A PROPOSED INVITATION AND LISTING ON THE OFFICIAL LIST OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED; AND (2) THE PROPOSED GRANT OF THE CALL OPTION TO TEE LAND PRIVATE LIMITED Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings as in the Company s announcements dated 14 November 2012, 18 December 2012, 22 February 2013 and 19 April 2013 (the Announcements ). 1. INTRODUCTION The Board of Directors (the Board ) of TEE International Limited (the Company ) refers to the Announcements and is pleased to announce the Proposed Restructuring and Proposed Listing of the subsidiaries of the Company in the property development business (the Real Estate Assets ), to be held under TEE Land Private Limited ( TEE Land ) on the Official List of the SGX-ST. In conjunction with the Proposed Listing of TEE Land, TEE Land is expected to undertake a public offering of new TEE Land Shares pursuant to the Invitation. The Company has engaged SAC Capital Private Limited ( SAC Capital ) as the Issue Manager, the Underwriter, the Lead Placement Agent and the Stabilizing Manager in relation to the Invitation. TEE Land may grant to SAC Capital an over-allotment option in connection with the Invitation (the Over-Allotment Option ), which may be exercisable in full or in part by SAC Capital. The Invitation and the Proposed Listing are subject to, inter alia, approval from the Shareholders and the then prevailing market conditions. The Invitation and the Proposed Listing will constitute a material dilution of the Company s shareholding interest in TEE Land, which is a principal subsidiary (as defined in the Listing Manual) of the Company, as it will result in a percentage reduction of 20% or more of the Company s equity interest in TEE Land (the Material Dilution ). In accordance with Rule 805(2)(b) of the Listing Manual, the Material Dilution will be subject to the approval of the Shareholders. In addition, in connection with the Proposed Listing of TEE Land, in order to address any potential conflicts of interests which may arise between the Group and the TEE Land Group, the Company proposes to enter into a call option and pre-emption right agreement (the Call Option and Pre-emption Right Agreement ) with TEE Land, pursuant to which the Company will irrevocably grant TEE Land a right to purchase the NORDAM Facility (as defined in paragraph 3.3 below), free from all encumbrances and with all rights attaching thereto (the Call Option ). The Directors have decided to convene an extraordinary general meeting (the EGM ) to seek Shareholders approval for: the Material Dilution of the Company s shareholding interest in TEE Land, which is a principal subsidiary of the Company, pursuant to the Invitation and the Proposed Listing of TEE Land on the Official List of the SGX-ST; and the proposed grant of the Call Option to TEE Land. 1
2 2. RATIONALE FOR AND BENEFITS OF THE PROPOSED LISTING The principal business of the Group presently consists of two major divisions: the engineering services business (the Engineering Business ); and the property development business. Currently, the property development business comprises property development in Singapore, Malaysia, Thailand and Vietnam. Following the corporate restructuring exercise (the Restructuring Exercise ), which would be undertaken in preparation for the Invitation and completed prior to the lodgement of the preliminary prospectus (the Prospectus ) with the Monetary Authority of Singapore (the Authority ), TEE Land will continue to specialise in residential property developments and expand into commercial and industrial property development projects (in other words, the property development business) while the Company will continue to undertake the Engineering Business. The Engineering Business is distinct from the property development business and is engaged in the fulfilment of tenders awarded by private and government organisations relating to infrastructure, construction, addition and alteration and large scale mechanical and engineering projects. The corporate structure of the Group, setting out the subsidiaries and the significant associated companies of the Company, prior to the Invitation and following the completion of the Invitation, is set out in Appendix A to the Circular. The Proposed Listing of TEE Land will enable the Group to unlock value for Shareholders and increase the overall financial capacity and flexibility of the Group to strengthen the continued growth of its Engineering Business. By creating a separate listed entity, the property development business will have additional financial capacity and direct access to capital markets. The Proposed Listing will also enable the Group to achieve a more balanced exposure in its business units and increase the scale of its businesses going forward. This is consistent with the Group s approach of optimising its business growth with prudent capital management. The benefits of the Proposed Listing of TEE Land are described in greater detail below: Unlocks Shareholder value by ascribing a separate value to the property development business Currently, the property development projects under the property development business are recognised at the lower of cost and net realisable value. The Invitation will provide a transparent valuation to benchmark the property development business under the TEE Land Group and investors will have the opportunity to separately assess the potential market value of the property development business (taking into consideration the property development projects in the respective geographical markets that TEE Land engages in and the accompanying risk profiles) and will also allow the Engineering Business to be assessed and valued more distinctly. Further, the independent valuation of the TEE Land Group may, in turn, result in value enhancement to Shareholders as the Company will still retain a controlling interest in TEE Land upon the Proposed Listing. Each business segment gains financial autonomy and is able to access the capital markets directly to fund its existing operations and future expansion The Invitation and the Proposed Listing will provide greater clarity for credit profiling for financial institutions who wish to lend against the credit of the TEE Land Group and the Group (excluding the TEE Land Group). Further, having a separate group of companies listed on the Official List of the SGX-ST will allow each of the TEE Land Group and the Group (excluding the TEE Land Group) to increase its overall financial capacity and access the capital markets for debt and equity funding. Following the Proposed Listing, TEE Land will be able to leverage on a wider range of funding options to finance its existing operations and future business expansion plans. With its enhanced profile and availability of direct access to capital markets in Singapore, TEE Land will be able to allocate funds specifically to its own target growth initiatives which will place the TEE Land Group in a better position to tap growth opportunities. On the other hand, the Group (excluding the TEE Land Group) 2
3 will be able to utilise its financial resources for its Engineering Business as the TEE Land Group will be financially independent. (iii) Better focus and accountability for each business segment The Invitation and the Proposed Listing will enable the TEE Land Group and the Group (excluding the TEE Land Group) to independently establish their respective management focus, business directions and growth strategies. The Company intends for the TEE Land Group and the Group (excluding the TEE Land Group) to be managed by separate management, operational and accounting teams, hence improving corporate visibility, management control and accountability, and enhancing performance measurement. Pursuant to the Invitation and the Proposed Listing, the Group (excluding the TEE Land Group) will focus on growing the Engineering Business while the TEE Land Group will focus on growing the property development business. Although the Invitation and the Proposed Listing will result in a dilution in the Company s shareholding interest in TEE Land, thus reducing the percentage contribution that the TEE Land Group may make to the Company s consolidated financial results in the future, it is the Company s intention for TEE Land to remain as its subsidiary and the Company will retain a controlling interest in TEE Land at not less than 65% immediately after the Proposed Listing (assuming that the over-allotment option that may be granted by TEE Land to SAC Capital in connection with the Invitation (the Over-Allotment Option ) is fully exercised). Accordingly, the Company will continue to participate in and benefit from the growth of the property development business after the Proposed Listing, and the Invitation and the Proposed Listing will provide benefits, both direct and indirect, to the Company and its Shareholders in view of the various factors as set out above. 3. OVERVIEW OF THE INVITATION 3.1. Restructuring Exercise In connection with the Invitation, the Company would undertake the Restructuring Exercise to streamline and rationalise the TEE Land Group s structure. The Restructuring Exercise has not been completed as at the Latest Practicable Date, but would be completed prior to the lodgement of the preliminary Prospectus with the Authority. Upon the completion of the Restructuring Exercise, the Real Estate Assets would be held under TEE Land. The Restructuring Exercise would entail the following: (a) Acquisition of the Real Estate Assets As part of the Restructuring Exercise, TEE Land would acquire the entire issued and paidup share capital in each of the Sale Companies, specifically, TEE Realty Pte. Ltd., TEE Property Pte. Ltd., TEE Development Pte. Ltd., Development 83 Pte. Ltd., TEE Homes Pte. Ltd. and Development 72 Pte. Ltd., from the Company at the Consideration of S$15,968,999 1 based on the audited net asset values of the Sale Companies as at 30 November Pursuant to the Restructuring Agreement, TEE Land would acquire each of the Sale Companies as its subsidiaries, and the assets and liabilities of each of these subsidiaries would form part of the TEE Land Group. The Consideration would be satisfied by way of the allotment and issuance of 15,968,999 Shares credited as fully paid-up to the Company. In line with the objective of the Restructuring Exercise to consolidate only the property development businesses into the TEE Land Group, Chewathai Ltd. (a 49%-owned associated company of the Company) transferred its entire equity interests in Global Environmental Technology Co., Ltd., which is engaged in the wastewater treatment 1 The purchase consideration was based on the audited net asset value of the Sale Companies and no revaluation was conducted. 3
4 business, in the following proportion: 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of the Company); and 51% of such equity interests to Chartchewa Co. Ltd.. As Global Environmental Technology Co., Ltd. was not part of the Restructuring Exercise, it did not form part of the Consideration. (b) Subscription of TEE Land Shares by the Pre-IPO Investors Pursuant to the Pre-IPO Subscription Agreement, the Pre-IPO Investors would collectively subscribe for 4,000,000 TEE Land Shares for an aggregate consideration of S$4,000,000, and such percentage equity interest would be further diluted depending on the size of the Invitation. The proceeds from the Pre-IPO Investors would be utilised for general working capital purposes and/or to acquire new land. The 4,000,000 TEE Land Shares would be issued to the Pre-IPO Investors in the following proportion: Pre-IPO Investor Number of TEE Land Shares subscribed Consideration (S$) Mr. Koh Wee Meng 2,000,000 2,000,000 Mr. Tommie Goh Thiam 1,500,000 1,500,000 Poh Mr. Jeremy Lee Sheng Poh 500, ,000 The Pre-IPO Investors had made their respective payments to the Group in end-march / early April 2013 and the Company would be able to utilise such proceeds upon the completion of the Subscription Agreement, which would be prior to the lodgement of the preliminary Prospectus with the Authority. (c) Capitalization of the Shareholder s Loan As at 24 April 2013 (the Latest Practicable Date ), the Sale Companies have outstanding shareholders loans and advances due to the Company amounting to an aggregate amount of S$76.3 million (the Shareholders Loan ). As part of the Restructuring Exercise, the Company agreed to offset an aggregate outstanding amount of S$2.1 million owed by the Company to TEE Land against the Shareholder s Loan and to capitalize S$63.0 million of the Shareholder s Loan into 63,000,000 new TEE Land Shares. Upon the capitalization of S$63.0 million of the Shareholder s Loan, 63,000,000 TEE Land Shares would be issued to the Company. The remaining Shareholder s Loan (amounting to S$13.3 million as at the Latest Practicable Date) would be repaid in full using part of the net proceeds from the Invitation. (d) Sub-division of TEE Land Shares TEE Land would undertake a 1-for-4 sub-division of the TEE Land Shares and the issued and paid-up share capital of TEE Land would comprise 331,876,000 shares. Upon the completion of the Restructuring Exercise, the Company would hold approximately 95.18% and the Pre-IPO Investors would in aggregate hold approximately 4.82% of the shareholding interest in TEE Land Non-Competition Undertaking As the Group is involved in, and will continue to undertake, the Engineering Business, which is engaged in the fulfilment of tenders awarded by private and government organisations relating to infrastructure, construction, addition and alteration, and large scale mechanical and engineering projects, the Group s network of property developer contacts may, from time to time, present the Group with opportunities to invest in property development projects. To mitigate the potential conflicts of interest that may arise from the abovementioned investment opportunities, the Company will provide a non-competition undertaking to TEE Land, which will be legally enforceable by TEE Land pursuant to the terms and conditions thereunder, that effective immediately upon the Proposed Listing and for so long as the 4
5 Company remains a controlling shareholder of TEE Land, the Company will not, and shall procure that other members of the Group will not, subject to paragraphs (d) to (g) below: (a) (b) (c) directly or indirectly, carry on, be engaged in or be interested in any business that is in competition with the business of the TEE Land Group; directly or indirectly, have any interest in or provide any financial assistance to any other person to carry on business or other activity that will compete with the property development business of the TEE Land Group; solicit, market to or entice away, whether directly or indirectly, from the TEE Land Group any business, customer or business associate, to the extent that TEE Land is of the view that it will affect the property development business of the TEE Land Group. For the purposes of the foregoing, the Company will inform TEE Land prior to contacting any customer or business associate of the TEE Land Group; Notwithstanding the above, the Group may engage in: (d) an investment in a property project or company (the Investment Project ) by the Group where it is engaged as the main contractor for the Investment Project, subject to all the following conditions being fulfilled: the Group granting the TEE Land Group a right of first refusal to participate, wholly or partially, in the stake being offered in the Investment Project, provided that, in the event that the TEE Land Group takes up a portion of such stake being offered in the Investment Project, the Group s portion of such stake shall not exceed the TEE Land Group s portion of such stake; the Group s stake in the Investment Project being capped at 5% at all times; (iii) the Group s stake in the Investment Project not being the largest vis-à-vis the other stakeholders in the Investment Project; and (iv) the Group not being the lead developer and being only a passive investor in the Investment Project. For the avoidance of doubt, if the TEE Land Group elects not to participate in the Investment Project, then the Group will be able to participate in such Investment Project, in accordance with the requirements to (iv) set out above (the Investment Requirements ). If the TEE Land Group elects to participate in the Investment Project and takes up the entire stake being offered in the Investment Project, the Group shall not be able to take up any stake in the Investment Project; (e) (f) (g) any acquisition or development of workers dormitories predominantly for the Group s own use; the ownership and business operations in respect of the aerospace facility for NORDAM Singapore Pte Ltd located at 33 Changi North Crescent, Singapore ; and the exemption as set out in Rule 916(2) of the Listing Manual relating to an investment by the Group in a joint venture with the TEE Land Group if: (iii) the risks and rewards are in proportion to the equity of each joint venture partner; TEE Land confirms by an announcement that its audit committee is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of TEE Land and its minority shareholders; and the Group does not have an existing equity interest in the joint venture prior to the participation of the TEE Land Group in the joint venture, provided always that such investment complies with the Investment Requirements. In addition, the Audit Committee of the Company will review the terms of such Investment Projects, if any, to ensure that the transaction is not prejudicial to the interests of the Company and its minority shareholders. In the event of a breach of the non-competition undertaking by the Company, TEE Land will have legal recourse under Singapore law and may be entitled to 5
6 take legal action against the Company. In addition, the non-competition undertaking includes a clause which states that in the event of a breach of the non-competition undertaking, TEE Land may (based on the decision made by its audit committee) direct that the Company divest its interest in the competing business. The Company wishes to highlight that as a result of the Invitation and the Proposed Listing, and pursuant to the non-competition undertaking, the Group will no longer be able to undertake property development projects (save as allowed pursuant to the non-competition undertaking as set out above). However, as the Company would continue to retain a controlling interest in TEE Land (which will undertake property development businesses), the Company would continue to participate in the results of operation and net assets of the TEE Land Group after the Proposed Listing Call option and pre-emption right agreement The Group built, designed and leased a 4-storey leasehold factory building for industrial use, with ancillary offices located at 33 Changi North Crescent, Singapore with a lease term of 30 years from February 2006 (the NORDAM Facility ), and is the legal and beneficial owner of the NORDAM Facility. In order to address any potential conflicts of interests which may arise between the Group and the TEE Land Group, the Company proposes to enter into the Call Option and Pre-emption Right Agreement, pursuant to which the Company will irrevocably grant TEE Land the right to purchase the NORDAM Facility, free from all encumbrances and with all rights attaching thereto. The salient terms of the Call Option and Pre-emption Right Agreement are as follows: (a) (b) TEE Land may exercise the Call Option at any time from the period commencing on the date of the Call Option and Pre-emption Right Agreement and for so long as the Company remains the controlling shareholder of TEE Land (the Call Option Period ); TEE Land s board of directors will have the sole discretion to determine whether to exercise the Call Option after taking into account, amongst others, the following considerations: (iii) whether it is in the commercial interests of TEE Land to exercise the Call Option; and/or whether the Company is competing for business with the TEE Land Group; and/or whether the Company may be involved in a situation of a conflict of interest with the TEE Land Group by virtue of its interest in the NORDAM Facility; (c) (d) (e) the exercise price payable by TEE Land for the NORDAM Facility under the Call Option shall be determined by a valuation conducted by an independent valuer (appointed by the audit committee of TEE Land and acceptable to both parties and the SGX-ST (if applicable)); if, at any time during the Call Option Period, the Company proposes to sell the NORDAM Facility to an unrelated third party purchaser (the NORDAM Facility Prospective Purchaser ) at a price agreed with the NORDAM Facility Prospective Purchaser, the Company undertakes that before proceeding with the sale to the NORDAM Facility Prospective Purchaser, it shall first offer to TEE Land (the NORDAM Facility Offer ) the right to purchase the NORDAM Facility at the "NORDAM Facility Offer Price" (which is defined as the price agreed with the NORDAM Facility Prospective Purchaser for the purchase of the NORDAM Facility); upon the exercise of the Call Option or acceptance of the NORDAM Facility Offer to purchase the NORDAM Facility, the Company and TEE Land shall undertake to fulfil the following conditions precedent within three (3) months from the date of the notice of exercise or the notice of acceptance or such other dates as may be mutually agreed between the parties: 6
7 (iii) TEE Land has to obtain the approval from its shareholders for the purchase of the NORDAM Facility from the Company pursuant to the Listing Manual and/or the Companies Act, if required; the Company has to obtain the approval from its shareholders for the sale of the NORDAM Facility to TEE Land pursuant to the Listing Manual and/or the Companies Act, if required; and any other approvals required from all relevant regulatory authorities by the relevant parties in relation to the sale and purchase of the NORDAM Facility. (items (e) to (e)(iii) shall collectively be referred to as the Conditions Precedent ); (f) if for any reason or if in any other respect the Conditions Precedent are not fully complied with by any party, the party that is not in default shall be entitled: (iii) (iv) to elect to terminate the Call Option and Pre-emption Right Agreement, as against the party in default, without prejudice to any other rights or remedies which the non-defaulting party may be entitled to under the Call Option and Pre-emption Right Agreement or under any applicable laws; or to effect completion so far as practicable, without prejudice to any other rights or remedies which the non-defaulting party may be entitled under the Call Option and Pre-emption Right Agreement or under any applicable laws; or to specifically perform the Call Option and Pre-emption Right Agreement without prejudice to any other rights or remedies which the non-defaulting Party may be entitled to under the Call Option and Pre-emption Right Agreement and/or any applicable laws; or to defer completion to a date mutually agreed by both parties and the relevant provisions of the Call Option and Pre-emption Right Agreement shall apply to completion as so deferred; (g) (h) the exercise price or the offer price, as the case may be, shall be paid to the Company within thirty (30) business days from the date the Conditions Precedent are fulfilled; the Call Option is governed by the laws of Singapore and will terminate and lapse and be of no further effect whatsoever upon the occurrence of the earliest of the following events: (iii) the Company ceases to be the legal and beneficial owner of the NORDAM Facility upon completion of the sale of the NORDAM Facility to the NORDAM Facility Prospective Purchaser; any winding up proceeding is filed or winding up order is made against a party or a party shall be unable to pay its debts or if an official receiver or manager and receiver or similar officer is appointed in respect of all or any part of the business or assets of a party; or the expiry of the Call Option Period Factors and Conditions relating to the Invitation The Invitation and the Proposed Listing will be subject to, inter alia: the passing of the ordinary resolutions by Shareholders to approve the Material Dilution and the grant of the Call Option to TEE Land at the EGM; an eligibility-to-list letter from the SGX-ST for the listing of and quotation for the new TEE Land Shares pursuant to the Invitation and the Proposed Listing on the Official List of the SGX-ST, and such approval not being revoked or withdrawn; 7
8 (iii) (iv) (v) the approval of the Directors and the directors of TEE Land for the Proposed Listing and the Material Dilution, after taking into account factors and considerations such as the then prevailing market conditions; the registration of the final Prospectus by the Authority; and such other regulatory or other approvals or consents as may be required or advisable and the same remaining in force. The Company had on 18 April 2013 obtained a letter of eligibility-to-list from the SGX-ST. 4. THE MATERIAL DILUTION Pursuant to Rule 805(2)(b) of the Listing Manual, an issuer must obtain the prior approval of its shareholders in a general meeting if a principal subsidiary of an issuer issues shares that will or may result in a percentage reduction of 20% or more of the issuer s equity interest in the principal subsidiary. Pursuant to the Invitation, TEE Land will be issuing new TEE Land Shares for its fund-raising. In addition, TEE Land may grant SAC Capital the Over-Allotment Option to subscribe for up to an aggregate number of TEE Land Shares, representing no more than 20% of the new TEE Land Shares to be offered for subscription in connection with the Invitation (the Invitation Shares ) at the issue price for each TEE Land Shares offered in connection with the Invitation (the Issue Price ) exercisable in full or in part within 30 days from the date of the Proposed Listing, solely for the purpose of covering over-allotments (if any) made in connection with the Invitation. SAC Capital may, in its discretion but subject to compliance with applicable laws and regulations in Singapore, over-allot or effect transactions which stabilize or maintain the market price of the TEE Land Shares in connection with the Invitation. Assuming that the Over-Allotment Option is not exercised, the Company s shareholding interest in TEE Land may be reduced to no less than 70% of the enlarged issued share capital immediately after the Proposed Listing. In the event that the Over-Allotment Option is exercised in full, the Company s shareholding interest in TEE Land may be reduced to no less than 65% of the enlarged issued share capital immediately after the Proposed Listing. Accordingly, the Company s shareholding interest in TEE Land would be diluted by at least 20% from its current shareholding interest. The Invitation and the Proposed Listing will constitute a material dilution of the Company s shareholding interest in TEE Land, which is a principal subsidiary (as defined in the Listing Manual) of the Company. In accordance with Rule 805(2)(b) of the Listing Manual, the Material Dilution will be subject to the approval of the Shareholders at the EGM. It should be noted that the extent of percentage dilution of the Company s shareholding interest in TEE Land, the size and structure of the Invitation and the expected timetable have not been finalised as at the Latest Practicable Date. It is the Company s intention for TEE Land to remain as its subsidiary and accordingly, the Company intends for its shareholding interest in TEE Land to be maintained at not less than 65% immediately after the Proposed Listing. 5. PROPOSED GRANT OF THE CALL OPTION TO TEE LAND As illustrated under paragraph 3.3 above, in order to address any potential conflicts of interests which may arise between the Group and the TEE Land Group, the Company proposes to enter into the Call Option and Pre-emption Right Agreement, pursuant to which the Company will irrevocably grant TEE Land the Call Option at a nominal consideration of S$1. The exercise price payable by TEE Land for the NORDAM Facility under the Call Option shall be determined by a valuation to be conducted by an independent valuer, who shall be appointed by the audit committee of TEE Land and acceptable to the Company, TEE Land and the SGX-ST (if applicable). 8
9 5.1. Rationale for and benefit of the proposed grant of the Call Option As illustrated under paragraph 2 above, following the Restructuring Exercise, TEE Land will continue to specialise in residential property developments and expand into commercial and industrial property development projects (in other words, the property development business) while the Company will continue to undertake the Engineering Business. As the NORDAM Facility was built and designed by the Company, and in order to address any potential conflicts of interests which may arise between the Group and the TEE Land Group upon completion of the Invitation and the Proposed Listing, it is proposed that the Company will grant TEE Land the Call Option based on the terms and conditions therein Application of Rule 1006 of the Listing Manual Chapter 10 of the Listing Manual governs the continuing listing obligations of listed companies in respect of acquisitions and disposals. It should be noted that the Group currently has no intention to dispose of the NORDAM Facility and the computations set out in the table below have been provided solely for Shareholders information. The Company will seek Shareholders approval prior to the disposal of the NORDAM Facility (if any) if required under Rule 1006 of the Listing Manual. For illustration purposes only, assuming that the NORDAM Facility were disposed of by the Group at a consideration of S$22.5 million (as determined by an independent valuation as at 30 November 2012) to be satisfied by way of cash, the relative figures of the disposal computed on the bases set out in Rule 1006 of the Listing Manual and the Group s latest announced unaudited financial statements for the nine-month financial period ended 28 February 2013 are as follows: (a) (b) (c) (d) The net asset value (1) of the asset to be disposed of, compared with the Group s net asset value The net profits (2) attributable to the assets acquired or disposed of, compared with the Group s net profits The aggregate value of the consideration given or received, compared with the Company s market capitalization as at 24 April 2013, being the Latest Practicable Date The number of equity securities issued by the Company as consideration for an acquisition, compared with the number of issued Shares previously in issue 23.8% 15.5% 13.0% Not applicable Notes: (1) Based on the unaudited NAV of the NORDAM Facility of S$21.5 million as at 28 February (2) Based on the unaudited net profit attributable to the NORDAM Facility of S$1.3 million in 9M2013. For the avoidance of doubt, under Rule 1002(b) of the Listing Manual, net profits mean profit or loss before income tax, minority interests and extraordinary items. Shareholders should note that pursuant to the terms and conditions of the Call Option and Pre-emption Right Agreement, the proposed grant of the Call Option by the Company to TEE Land is conditional upon the completion of the Invitation and the Proposed Listing Details of directors (if any) to be appointed in connection with the proposed grant of the Call Option to TEE Land No person is proposed to be appointed as a director of the Company or TEE Land in connection with the proposed grant of the Call Option to TEE Land. 9
10 6. FINANCIAL EFFECTS OF THE INVITATION AND THE EXERCISE OF THE CALL OPTION (IF ANY) For illustration purposes only, the pro forma financial effects of the Invitation and the exercise of the Call Option (if any) as set out below have been computed based on the latest audited consolidated financial statements of the Group for the financial year ended 31 May 2012 and the following assumptions: (a) (b) (c) (d) the Invitation would raise gross proceeds of S$60.0 million; the Company s shareholding interest in TEE Land would be diluted as a result of the Invitation, from 95.18% immediately before the Invitation to 70.00% immediately after the Invitation (assuming that the Over-Allotment Option is not exercised); the Invitation would raise gross proceeds of S$60.0 million; and the NORDAM Facility were disposed of at a consideration of S$22.5 million to TEE Land upon the exercise of the Call Option. The pro forma financial effects set out below are theoretical in nature and are therefore not necessarily reflective of the results of the Group or the related effects on its financial position that would have been attained had the Invitation, the Material Dilution and the exercise of the Call Option taken place in accordance with the main assumptions set out herein. Upon the registration of the final Prospectus by the Authority, the Company will make an announcement on the financial effects of the Invitation and the Proposed Listing on the share capital of the Company and the earnings per Share (the EPS ) and net asset value (the NAV ) per Share of the Group when all the relevant details required for such computation on the Material Dilution are available Share Capital 6.2. EPS As no new Shares will be issued by the Company in connection with the Invitation and the exercise of the Call Option (if any), the Invitation and the exercise of the Call Option (if any) will not have any impact on the share capital of the Company. Assuming that the Invitation and the exercise of the Call Option had been completed on 1 June 2011, the financial effects on the EPS of the Group for FY2012 would be as follows: Profit attributable to owners of the Company (S$ 000) After the Restructuring Exercise and before the Invitation After the exercise of the Call Option Audited After the FY2012 Invitation 19,286 19,212 18,826 (1) 18,271 (1) EPS (basic) (cents) (2) EPS (diluted) (cents) (2) Notes: (1) Excluding the effects of any potential earnings to be realised from the deployment of the proceeds from the Invitation. (2) Basic EPS and diluted EPS are computed based on the weighted average number of Shares of 357,973,664 and 391,008,396 for FY2012, respectively. 10
11 6.3. NAV per Share Assuming that the Invitation and the exercise of the Call Option had been completed on 31 May 2012, the financial effects on the NAV per Share of the Group would be as follows: After the Restructuring Exercise and before the Invitation After the exercise of the Call Option Audited as at 31 After the May 3012 Invitation NAV (S$ 000) 75,635 78, ,121 (1) 116,121 (1) NAV per Share (cents) (2) Notes: (1) Based on the assumed gross proceeds of S$60.0 million and excluding the Invitation expenses. (2) Based on 372,288,998 issued Shares as at 31 May Gain on Restructuring Exercise As the Consideration for the Sale Companies was above the cost of investment in TEE Land by the Company, there would be a gain on the Restructuring Exercise of approximately S$6.0 million. The gain on the Restructuring Exercise, which is capital in nature, will be accounted for in the financial statements of the Company and will be eliminated in the consolidated financial statements of the Group. Therefore, this gain has not been taken into account for purposes of computing the EPS and NAV per Share of the Group. Gain on disposal of the NORDAM Facility (if any) Based on the unaudited NAV of the NORDAM Facility of S$21.5 million, there would be a gain on disposal of the NORDAM Facility of approximately S$1.0 million. The gain on disposal will be accounted for in the financial statements of the Company and will be eliminated in the consolidated financial statements of the Group. Therefore, this gain (if any) has not been taken into account for purposes of computing the EPS and NAV per Share of the Group. 7. USE OF PROCEEDS 7.1 Use of proceeds from the Invitation To the best of the current knowledge and belief of the Directors and the proposed directors of TEE Land, it is intended that the gross proceeds from the Invitation would be utilized as follows: (a) for the expansion of the TEE Land Group s property development business approximately 43% of gross proceeds; (b) (c) (d) for repayment of loans to the Company and to the banks up to 35% of gross proceeds; for listing expenses of the Invitation approximately 7% of gross proceeds; and for general working capital purposes approximately 15% of gross proceeds. The exact amounts to be utilized for each of the above uses will only be finalized upon the registration of the final Prospectus by the Authority, and the Company will make the requisite announcement(s) accordingly. 7.2 Use of proceeds from the disposal of the NORDAM Facility (if any) The consideration for the disposal of the NORDAM Facility shall be determined by a valuation conducted by an independent valuer who shall be appointed by the audit committee of TEE Land and acceptable to the Company, TEE Land and the SGX-ST (if applicable). As at the 11
12 Latest Practicable Date, the Company has no intention to dispose of the NORDAM Facility. To the best of the current knowledge and belief of the Directors, it is intended that the proceeds from the disposal of the NORDAM Facility (if any) would be utilized for the Group s general working capital. The Company will make the requisite announcement(s) in relation to the disposal of the NORDAM Facility (if any) as required under the Listing Manual. 8. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS Save as for their interests in the Company as disclosed in the Circular, none of the Directors and Substantial Shareholders has any interest, direct or indirect, in the Material Dilution or the proposed grant of the Call Option to TEE Land. Shareholders and other investors are reminded to exercise caution when dealing in the shares of the Company. In the event that the Shareholders and other investors are in doubt about the actions they should take, they should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers. By Order of the Board Yeo Ai Mei Company Secretary 2 May 2013 IMPORTANT NOTICE This announcement does not constitute an offer, invitation to purchase or subscribe for or solicitation of TEE Land Shares in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in any connection with, any contract or commitment whatsoever. The information in this announcement is qualified in its entirety by, and is subject to, the more detailed information to be set out in the Prospectus of TEE Land Private Limited (the Final Prospectus ) to be registered by the Authority. The information presented in this announcement is subject to change. After registration of the Final Prospectus by the Authority, copies of the Final Prospectus relating to the Invitation may be obtained, subject to availability, from SAC Capital Private Limited. Anyone wishing to purchase TEE Land Shares should read the Final Prospectus before deciding whether to purchase TEE Land Shares and will need to make an application in the manner set out in the Final Prospectus. Any decision to purchase TEE Land Shares should be made solely on the basis of information contained in the Final Prospectus and no reliance should be placed on any information other than that contained in the Final Prospectus. 12
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