SUNLIGHT GROUP HLDG LTD (Incorporated in the Republic of Singapore) (Company Registration No G)

Transcription

1 SUNLIGHT GROUP HLDG LTD (Incorporated in the Republic of Singapore) (Company Registration No G) PROPOSED ACQUISITION OF PURAVARNA HOLDINGS CO. LTD 1. INTRODUCTION The Board of Directors (the Board ) of Sunlight Group Hldg Ltd (the Company or Sunlight ) is pleased to announce that the Company had on 20 October 2007 entered into a conditional sale and purchase agreement (the S&P Agreement ) with East India Holdings Limited (the Vendor ), the existing shareholder of Puravarna Holdings Co. Ltd ( Puravarna ) to acquire from the Vendor the entire issued and paid-up share capital of Puravarna (the ). The Vendor currently has a 50% shareholding in Puravarna and has on 31 July 2007, entered into a Sale and Purchase Agreement with Boscasoli Dos SA (the Boscasoli S&P ) to purchase the remaining 50% shareholding in Puravarna from Boscasoli Dos SA (the Boscasoli Transfer ). Details of the business activities of Puravarna and its subsidiaries (the Puravarna Group ) are set out in Section 3 of this announcement. Under the S&P Agreement, the purchase consideration in respect of the is up to S$290 million (the Purchase Consideration ) and is to be satisfied in full by the allotment and issuance of up to 2,071,428,571 ordinary shares in the share capital of the Company (the Consideration Shares ) to the Vendor or its nominees at the issue price of S$0.14 per share (the Issue Price ) credited as fully paid up. The Purchase Consideration, including the number and the Issue Price of the Consideration Shares may be adjusted pursuant to the S&P Agreement, details of which are set out in Section 4 of this announcement. In connection with the, the Company will apply for a transfer to the proposed sponsor-supervised board (the New Board ) to be established by the Singapore Exchange Securities Trading Limited (the SGX-ST ), when the New Board becomes operational. The completion of the (the Completion ) shall take place on 30 June 2008 (the Completion Date ) or such date as may be mutually agreed between the Company and the Vendor (the Parties ) in writing. 2. VERY SUBSTANTIAL ACQUISITION OR REVERSE TAKEOVER For the purposes of Chapter 10 of the Listing Manual of the SGX-ST (the SGX-ST Listing Manual ), the relative figures for the using the applicable bases of comparison under Rule 1006 of the SGX-ST Listing Manual are set out below: (a) (b) (c) Net asset value of the assets to be disposed of, compared with the group s net asset value Net profits attributable to the assets acquired or disposed of, compared with the group s net profits Aggregate value of the consideration given or received, compared with the Company s market capitalization as at 19 October 2007, being the last market day preceding the date of the S&P Agreement Not applicable (1) Not meaningful (2) 926.2% (3)

2 2 (d) Number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue 793.9% (3) Notes: (1) The transaction is an acquisition and not a disposal. (2) Not meaningful as the Sunlight group of companies (the Group ) was in a net loss position for the financial year ended 31 March (3) Based on (i) the maximum Consideration of S$290 million or 2,071,428,571 Consideration Shares and (ii) the issued share capital of the Company of 260,935,000 shares as at 20 October The Vendor will hold approximately 84.0% of the enlarged issued share capital of the Company upon Completion, as a result of the allotment and issue of the Completion Consideration Shares and the Conversion Shares (as defined below) by the Company to the Vendor and the allotment and issue of the 39,285,714 Professional Fee Shares (as defined below). Accordingly, a change of control will arise immediately upon Completion. Accordingly, the shall be deemed as a Very Substantial or Reverse Takeover pursuant to Rules 1006(c), 1006(d) of the SGX-ST Listing Manual. Following the Company s transfer to the New Board, the Company will be required to comply with the requirements of the New Board that are applicable to a very substantial acquisition or reverse takeover. On the basis of the relative figures above and under the provisions of Rule 1015(2) of the SGX-ST Listing Manual, the completion of the shall be conditional upon, inter alia, the approval of the Company s shareholders at a general meeting and the approval of the SGX-ST (or such relevant regulatory authority, as the case may be) being obtained. 3. BACKGROUND INFORMATION ON THE VENDOR AND PURAVARNA GROUP 3.1 Information on the Vendor East India Holdings Limited is a Hong Kong incorporated investment holding company, whose ultimate shareholder is Mr Steven James Granville. Further details on Mr Steven James Granville can be found in Section 3.3 below. 3.2 Information on the Puravarna Group Puravarna is an investment holding company incorporated in Hong Kong on 25 October As at the date of this announcement, Puravarna has an authorised share capital of HK$5,000,000 consisting of 5,000,000 shares of HK$1.00 each of which 2,000,000 of HK$1.00 each are issued and paid-up (the Sale Shares ). Property Development The Puravarna Group is principally in the business of property development. It is currently engaged in the development of a six-star resort in Phuket, the Puravarna resort. Located on the southern tip of Phuket island, near the unspoilt beach of Nai Harn, Puravarna resort will comprise 169 villas and suites upon completion. These villas and suites will be sold to investors who will allow the Puravarna resort to rent the villas out as hotel rooms upon completion of the development. The theme being utilised throughout the Puravarna resort is one reminiscent of the former grandeur of Imperial Asia, offering mystery and surprise to whoever enters through its gates. The resort will conjure images of ancient Asian fortresses, palaces and courts and of carved stone reliefs and lost temples waiting to be discovered and enjoyed.

3 3 Each guest accommodation has been inspired by the grandeur of the ancient world, yet replete with every conceivable luxury and state-of-the-art technology. The Puravarna resort will have common facilities such as a spa complex, well being centre, retail outlets, a main swimming pool and sports facilities, furnished to six-star standard. Given the size and complexity of the Puravarna resort, the development has been divided into four phases. The villas and suites in the first and second phases of the Puravarna resort have substantially been sold. The first and second phases of the Puravarna resort are expected to be completed in Apart from the development of the Puravarna resort, the Puravarna Group is planning to develop another luxury villa and resort hotel in Phuket, Thailand. This new development is currently in the design and planning stage. Hospitality The Puravarna Group currently has a hospitality business which is principally the management of a five-star hotel in Phuket, Thailand, the Le Royal Meridien Phuket Yacht Club (the Yacht Club ). The Puravarna Group had acquired the Yacht Club in Tucked away upon the ivory sands of Nai Harn Beach, the Yacht Club was established in 1986 and is one of the leading hotels in Phuket, Thailand. The Yacht Club has won numerous awards including the most recently appointed World s Best Leisure Hotel by Condé Nast Traveller and Thailand s Leading Resort at the 13 th World Travel Awards The Yacht Club offers 110 ocean front rooms and suites designed with lustrous textiles and hand crafted artifacts. The facilities of the Yacht Club include bars and restaurants, a swimming pool, tennis courts, the Royal Spa, fitness centre and conference centre. More information on the Puravarna Group can be found at the website Information on such website does not constitute part of this announcement. 3.3 Information on the management team of the Puravarna Group Steven James Granville, Executive Chairman Mr Steven James Granville ( Steven ) founded the Puravarna Group in 2000 with a vision to develop the Puravarna Group into a provider of true lifestyle experience and not to be classified as an accommodation provider. He is the driving force behind the development of the Puravarna resort. Steven, a barrister by training, has practiced in Spain for more than 12 years. Steven s extensive experience with the property development and resort markets in Spain as a barrister is instrumental in the development of his vision and strategy for the Puravarna Group. Francios Richli, Vice President Hospitality Mr Francios Richli ( Francios ) is responsible for the management and daily operations of the hospitality business in the Puravarna Group. Francios has more than 10 years of experience in the development and management of hotels. Francios was the General Manager and Project Manager in the Amanresorts from 1996 to 2006 and was responsible for developing the guest experience and operational style for the Aman projects in Indonesia, Morocco, Cambodia and Sri Lanka. Francios was awarded the Gallivanters Awards for Excellence in 2000 for being the Best Hotel G.M. Worldwide, Best Service Worldwide.

4 4 Ian Kennedy, Vice President SEO Marketing As the Vice President SEO Marketing, Mr Ian Kennedy ( Ian ) oversees the sales and marketing functions of the Puravarna Group and develops the marketing strategy for its property development business. Ian has more than 15 years of real estate sales experience since 1992 when he set up a real estate business in Marbella, Spain. Ian is a member of the British Institute of Management and a fellow at the Institute of Directors and at the Institute of Administrative Accountants. Govind Rajan Chari, Finance Director Mr Govind Rajan Chari ( Govind ) is responsible for the finance and accounting functions in the Puravarna Group. Govind is a Chartered Accountant and has more than 15 years of varied experience and extensive stints with multinational companies of world repute in the construction, foundation, heavy engineering, manufacturing and the real estate projects and hotels industry. 3.4 Unaudited financial information of the Puravarna Group A summary of the unaudited combined income statements of the Puravarna Group for the past three financial years ( FY ) ended 31 December 2004, 2005 and 2006 prepared in accordance with the International Financial Reporting Standards (the IFRS ) are as follows: (THB million) FY2004 FY2005 FY2006 Revenue Gross profit Loss from operations (45) (172) (246) Loss before income tax (45) (178) (257) Net loss for the year (40) (139) (205) A summary of the unaudited combined balance sheet of the Puravarna Group as at 31 December 2006 prepared in accordance with the IFRS is as follows: (THB million) 31 December 2006 Non-current assets 2,306 (1) Current assets 500 Current liabilities (1,057) Net current liabilities (557) Non-current liabilities (677) Net assets 1,072 Total equity (2) 1,072

5 5 Notes: (1) Non-current assets include intangible assets of THB 102 million. (2) As part of the, shareholders loan of THB 1.25 billion will be capitalised. 3.5 Profit Warranty The Vendor has provided a warranty to the Company that the audited consolidated net profit after tax ( PAT ) of the Puravarna Group for each of the financial years ended 31 December 2008 ( FY2008 ) and 31 December 2009 ( FY2009 ) shall not be less than S$20 million (the Profit Warranty ). 4. PRINCIPAL TERMS OF THE PROPOSED ACQUISITION 4.1 Purchase Consideration The Purchase Consideration of up to S$290 million was determined on an arm s length and a willing-buyer, willing-seller basis, taking into account, inter alia, an independent valuation of all properties that are owned by the Puravarna Group, net of debt and liabilities, being not less than S$220 million. The Consideration Shares shall be issued as follows: (a) 1,571,428,571 Consideration Shares equivalent to S$220 million at Completion (the Completion Consideration Shares ); (b) such number of Consideration Shares equivalent to up to S$20 million within 30 Business Days of the issue of the audited accounts of the Puravarna Group for each of FY2008 and FY2009 Provided Always that the Profit Warranty is met for each of FY2008 and FY2009 (the Profit Warranty Consideration Shares ). In the event that the audited PAT is less than S$20 million for each of FY2008 and FY2009, the Purchase Consideration shall be reduced by the amount equivalent to the difference between S$20 million and the said PAT. In the event that the Puravarna Group records audited losses in any of FY2008 or FY2009 (the Losses ), no Consideration Shares shall be issued to the Vendor and the Vendor shall pay the cash amount to the Purchaser equivalent to the Losses; and (c) in the event that the Puravarna Group achieves a cumulative aggregate PAT for FY2008 and FY2009 of S$45 million or more, such number of Consideration Shares equivalent to S$30 million (the Performance Incentive Consideration Shares ) within 30 Business Days of the issue of the audited accounts of the Puravarna Group for FY2009. The Purchase Consideration, including the number and issue price of the Consideration Shares, may be adjusted: (i) (ii) following the due diligence investigations conducted by the Parties, on such terms as may be mutually agreed between the Parties; and if the Company consolidates, sub-divides or reorganises its share capital, declares any dividend or other distribution or makes any issue by way of capitalisation or rights to holders of its ordinary shares during or by reference to any period before the allotment of any of the Consideration Shares, as the Company s Reporting Accountants (acting as experts and not as arbitrators) consider to be fair and reasonable.

6 6 The Consideration Shares will be credited as fully paid up and shall rank pari passu in all respects with the existing ordinary shares in the Company. Shareholding Effects The Consideration Shares represent approximately 84.0% of the enlarged issued and paid-up share capital of the Company of 1,880,577,856 shares, comprising 1,571,428,571 Completion Consideration Shares issued to the Vendor arising from the, 39,285,714 new ordinary shares issued to the Financial Adviser named in Section 10 below upon Completion in settlement of their professional fees as detailed in Section 4.2(d) below (the Professional Fee Shares ), 8,928,571 new ordinary shares issued to the Vendor arising from a convertible loan agreement (the Conversion Shares ), (the Professional Fee Shares and the Conversion Shares, collectively, the Settlement Shares ) and 260,935,000 existing ordinary shares of the Company. It is envisaged that upon completion of the, the shareholding structure of the Company will be as follows: Before the No. of Shares After the No. of Shares Shareholder ('000) % ('000) % Current Sunlight shareholders 260, , Vendors - - 1,580, Financial Adviser , Total 260, ,880, Note: (1) The aforesaid shareholding structure has not taken into account the potential issue of the Profit Warranty Consideration Shares, the Performance Incentive Consideration Shares, the balance Professional Fee Shares and the placement of Consideration Shares or new shares in the Company (as the case may be) to meet the relevant shareholding and distribution requirements (the Compliance Placement ). 4.2 Conditions Precedent The is subject to certain conditions precedent between the Company and the Vendor which are set out in their entirety in the S&P Agreement which include, inter alia, the following: (a) (b) (c) satisfactory legal, financial and/or tax due diligence investigations conducted by the Company on the Puravarna Group and by the Vendor on the Group to be completed within eight (8) weeks from the date of the S&P Agreement or within such other time the Parties shall agree and the results of such due diligence investigations being reasonably satisfactory to the Company and the Vendor respectively; the Company and the Vendor shall have performed and complied with all covenants and agreements required by the S&P Agreement to be performed or complied with on, or prior to, the Completion Date; all required consents shall have been obtained without restrictions or limitations whatsoever unacceptable to the Parties, and be in full force and effect, and the Parties shall have been furnished with evidence reasonably satisfactory to the other party of the granting of such required consents, in particular, and without limitation:

7 7 (i) the approval of the Company s shareholders at a general meeting and its board of directors (as appropriate) in respect of: (aa) (bb) (cc) (dd) (ee) (ff) the acquisition by the Company of the Sale Shares and the allotment and issue of new ordinary shares in the capital of the Company to the Vendor in accordance with terms of the Convertible Loan Agreement; the consolidation of shares in the capital of the Company (if any); a change in the financial year end of the Company from 31 March to 31 December; the issue of the Consideration Shares to the Vendor and/or its nominees in consideration therefor; the placement of new ordinary shares and/or vendor shares in the capital of the Company for the purpose of compliance with the shareholding requirements of the SGX-ST and the issue of new shares in the capital of the Company therefor; and the change of name of the Company to Puravarna Group Ltd or such other name as the Vendor and the Accounting and Corporate Regulatory Authority of Singapore may approve; (ii) (iii) (iv) the approval of the Company s independent shareholders at a general meeting in respect of the waiver of the rights of the independent shareholders of the Company to receive a mandatory offer from the Vendor and parties acting in concert with it for all the issued and paid-up shares of the Company (the Whitewash Resolution ); the receipt and non-withdrawal of the approval-in-principle (the Listing Approval ) of the SGX-ST for, inter alia, the listing and quotation of the Consideration Shares and the Settlement Shares and the, provided always that if the SGX-ST shall impose any conditions on the Company, such conditions shall not be onerous and shall be reasonably acceptable to the Parties; and the receipt and non-withdrawal of the approval of the Securities Industry Council ( SIC ) granted to the Vendor to dispense with the requirements of Rule 14 of the Code to make an offer to the shareholders of the Company arising from the receipt by the Vendor of the Consideration Shares, subject to the conditions set out in the said SIC approval, provided always that if the SIC shall impose any conditions on the Vendor or the Company, such conditions shall not be onerous and shall be reasonably acceptable to the Vendor or the Company (as the case may be). (d) the allotment and issue by the Company to the financial adviser named in Section 10 below of up to 51,785,714 Professional Fee Shares at the Issue Price, being professional fees payable by the Company to the financial adviser named in Section 10 below as follows: (i) at Completion, 39,285,714 Professional Fee Shares (rounded down to the nearest whole number) calculated based on the formula (2.5% x S$220,000,000 / Issue Price);

8 8 (ii) (iii) additional Professional Fee Shares equivalent to 2.5% of the Profit Warranty Consideration Shares issued in each of FY2008 and FY2009, if the Profit Warranty is met, at the same time as the allotment and issuance of such Profit Warranty Consideration Shares to the Vendor; and additional Professional Fee Shares equivalent to 2.5% of the Performance Incentive Consideration Shares issued in FY2009 at the same as the allotment and issuance of such Performance Incentive Consideration Shares to the Vendor; (e) the Company shall have received a satisfactory independent property valuation from Brooke Real Estate Limited, of 19 th Floor Q.House Sathorn Building, 11 South Sathorn Road, Bangkok 10120, Thailand, addressed to the Company, in such form reasonably acceptable to the Company confirming an aggregate valuation of not less than S$220 million for the following properties: (i) Le Royal Meridien Yacht Club, a freehold hotel containing a land area of 34 Rai 0 Ngan 28.3 Square Wah with 110-key hotel buildings and other land improvements; (ii) (iii) Purvarna resort, a freehold land containing a land area of 111 Rai 0 Ngan 57.2 Square Wah with common facilities under construction; and a vacant land containing a land area of 72 Rai 0 Ngan 56.5 Square Wah; (f) (g) (h) (i) (j) (j) the Vendor shall deliver audited accounts of the Purvarna Group for the period ended from 1 January 2007 to 30 September 2007; the Company shall remain listed on the official list of the Singapore Exchange Securities Trading Limited Dealing and Automated Quotation System (the SGX- SESDAQ ) from the date of the S&P Agreement until the date of the transfer of the listing of the Company s shares from SGX-SESDAQ to the New Board; the completion of Boscasoli Transfer prior to Completion Date; the completion of the acquisition by a new Thai company currently being incorporated by Purvarna holding 49% of the shareholdings therein, of the existing subsidiaries of Puravarna, in accordance with Thai laws (the Restructuring ); there being no change of Thai laws to render the Restructuring or the and transactions contemplated in the S&P Agreement in part or in whole void or illegal, such confirmation to be obtained via a legal opinion from Thai counsel appointed by the Company; and on Completion, the Company and the Vendor shall execute such further documents, agreements, deeds and do such further acts and things as may be required so that the full effect shall be given to the provisions of the S&P Agreement. If any of the conditions precedent is not fulfilled and the fulfillment of such conditions is not waived by the relevant Party by 30 June 2008 (the Expiry Date ), the S&P Agreement shall cease and determine and save as provided for in the S&P Agreement, none of the Parties to the S&P Agreement shall have any claim against the other for costs, damage, compensation or otherwise.

9 9 4.3 Convertible Loan The Vendor has agreed to advance to the Company an interest-free loan in the aggregate amount of S$1.25 million (the Loan ), which shall be advanced for the sole purpose of enabling the Company to meet the expenses incurred for the appointment of the professional advisers for the. Where Completion takes place by the Expiry Date, the Company shall repay the Loan by way of an issue and allotment of new shares at the Issue Price within 10 days of the delivery of the Conversion Notice by the Vendor to the Company. Where Completion does not take place by the Expiry Date, the undisbursed and unutilised portion of the Loan shall be cancelled and returned to the Vendor, in cash and the utilised portion of the Loan shall be deemed discharged and for the avoidance of doubt, the Vendor shall not be entitled to demand the repayment of the Loan. 4.4 Other Salient Terms (a) Compliance Placement Upon completion of the, the free float of the Company would not meet the free float requirements of the SGX-ST. In order to comply with the aforesaid free float requirement, the Company and the Vendor have agreed to discuss and evaluate such appropriate steps required to meet such free float requirements, including without limitation the carrying out of the Compliance Placement. (b) Undertaking from shareholders Mr Lim Kwang Joo, Mr Song Poo Hock, Mr Song Wei Ming, Mr Lim Fong Yee Roland and Mr Tan Boon Seng (collectively known as Undertaking Shareholders ), who in aggregate have a direct and indirect interest in 59.7% in the issued share capital of the Company, will give undertakings to vote, in favour of, inter alia, the, the Whitewash Resolution and the Compliance Placement. 5. RATIONALE FOR THE PROPOSED ACQUISITION The Company is principally involved in the following business activities: (i) (ii) (iii) Power. Manufacture and sale of low voltage switchgear; Lighting. Distribution of architectural lighting and building automation products; and Audio. Manufacture and distribution of audio visual and information technology products and software. While the Company has established expertise in these businesses, it has been considering various opportunities to further diversify and enter into new businesses that are expected to enhance shareholders value moving ahead. The of Puravarna will give the Company an immediate entry into the business of property development and hospitality management and ownership of hotels, villas, resorts and service residences that have significant growth potential in Asia.

10 10 Fast growing tourism industry in Asia Pacific. According to the World Tourism Organisation (the WTO ), the tourism industry in Asia Pacific countries is expected to grow by 6.5% annually over the next 15 years, higher than the anticipated annual world average growth rate of 4.1%. It is estimated by the WTO that the tourist arrivals to the Asia Pacific region will reach million by 2010 and million by Southeast Asia countries are expected to have the fastest growth in both international tourist arrivals and tourism receipts. This would require construction of approximately 1,850 new hotels per annum for the next 15 years to keep pace with growth in the Asia Pacific region. Changes in lifestyle. The number of post war baby boomers entering retirement age in the United States, Europe and Japan is increasing dramatically over the next decade. Accordingly, it is envisaged that there will be a strong growing demand for second homes by non-residents in Asia over the next decade. In addition, new developing countries such as China and India are expected to have an increasing number of emerging middle class income earners with an increasing demand for travel. In conjunction with the, the Parties intend to work towards developing an integrated hospitality management system that can provide customer relationship and property management solutions targeted at the hospitality industry. 6. PROFORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION The proforma financial effects of the on the share capital, earnings, net tangible assets ( NTA ) and gearing of the Group have been prepared based on the unaudited combined financial results of the Puravarna Group for the financial year ended 31 December 2006 and the audited consolidated financial results of the Group for the financial year ended 31 March The share placement exercise (the Share Placement ) to raise net proceeds of approximately S$3,600,000 from the issuance of 36,000,000 new ordinary shares of the Company was completed on 25 April The acquisition of Media Technology Systems Asia Pte Ltd (the MTSA ) was completed on 11 October The proforma financial effects of the are for illustrative purposes only and do not necessarily reflect the actual results and financial position of the Group following Completion. For the purposes of illustrating the financial effects of the, the financial effects of the are computed based on, inter alia, the following assumptions: (a) (b) (c) the financial effects on the Group s earnings and earnings per Share are computed assuming the Share Placement, the MTSA and the were completed on 1 April The financial effects on the Group s NTA and gearing are computed assuming that the Share Placement, the MTSA and the were completed on 31 March 2007; the financial statements of the Puravarna Group are reported in Thai Baht ( THB ) and have been translated using the closing exchange rate as at 19 October 2007 of THB to S$1.00; the fair market value of each share is assumed to be the same as the net asset value per share and, accordingly, no goodwill arises as a result of the. On Completion, the deemed consideration for the for accounting purposes will be based on the fair market value of each share at the

11 11 Completion Date. As the final goodwill will have to be determined at Completion, the actual goodwill could be materially different from the assumption used above. Any goodwill arising thereon from the will be accounted for in accordance with the accounting policies of the Company; (d) (e) 1,619,642,856 new ordinary shares in the Company were issued at an issue price of S$0.14 for each new share on 1 April 2006; and the potential issue of the Profit Warranty Consideration Shares, the Performance Incentive Consideration Shares, the balance Professional Fee Shares and the Compliance Placement have not been taken into consideration. Share Capital (S$ 000) Before the After the Share Placement and MTSA but before the After the Issued and paid up share capital 18,944 27,541 27,541 Add: Effects of the ,750 Enlarged issued and paid up share capital 18,944 27, ,291 Number of shares in issue ( 000) 188, ,935 1,880,578 NTA (S$ 000) Before the After the Share Placement and MTSA but before the After the NTA 9,370 17,942 17,942 Add: Effects of the ,043 Enlarged NTA 9,370 17,942 62,985 NTA per Share (cents)

12 12 Earnings (S$ 000) Before the After the Share Placement and MTSA but before the After the Loss after income tax (981) (981) (981) Add: Effects of the - - (9,491) Enlarged loss after income tax (981) (981) (10,472) Loss per Share (cents) (0.52) (0.38) (0.56) Gearing (S$ 000) Before the After the Share Placement and MTSA but before the After the Total borrowings 2,893 2,893 (1) 41,720 Shareholders funds 9,370 17,942 (1) 67,716 (3) Gearing (times) (2) Notes: (1) MTSA had not been incorporated as at 31 March (2) Gearing is determined based on total borrowings divided by total shareholders fund. (3) Shareholders funds include shareholders loan of THB 1.25 billion, which will be capitalised as part of the. 7. WAIVER FROM A GENERAL TAKEOVER OFFER FROM THE SECURITIES INDUSTRY COUNCIL The Vendor will hold approximately 84.0% of the enlarged issued share capital of the Company at Completion as a result of the allotment and issue of the Completion Consideration Shares by the Company to the Vendor and the allotment and issue of the Settlement Shares. Accordingly, the Vendor will, under Rule 14 of the Code be required to make a mandatory offer for all the remaining shares in issue not already owned, controlled or agreed to be acquired by them. It is a condition precedent to the that the SIC grants the Vendor and his concert parties and does not withdraw such grant, a waiver of their obligation to make a mandatory offer under Rule 14 of the Code and that the shareholders of the Company approve at a general meeting of the Company the Whitewash Resolution for the waiver of the rights of the independent shareholders of the Company to receive a mandatory takeover offer from the Vendor, for all the shares of the Company not already owned by the Vendor and his concert parties.

13 13 8. SERVICE CONTRACTS It is envisaged that the Company will, upon Completion, enter into service contracts with such Directors of the Company and Puravarna as the Company may decide, the details of which will be disclosed in the Circular (as defined below) to be despatched to shareholders in due course. 9. DIRECTORS AND CONTROLLING SHAREHOLDERS INTEREST IN THE PROPOSED ACQUISITION None of the Directors nor controlling shareholders of the Company has any interest, direct or indirect, in the. 10. FINANCIAL ADVISER The Company has appointed PrimePartners Corporate Finance Pte. Ltd. as its financial adviser in respect of the. 11. INDEPENDENT FINANCIAL ADVISER The Company will be appointing an independent financial adviser to the independent directors of the Company in connection with the Whitewash Resolution and their letter of advice will be set out in the Circular (as defined below) to be despatched to shareholders in due course. 12. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm, after making all reasonable enquiries that to the best of their knowledge and belief, the facts stated and opinions expressed herein are fair and accurate in all material respects as at the date hereof, and that there are no material facts the omission of which would make this announcement misleading. Where information relating to the Vendor, the Puravarna Group or the enlarged group has been extracted from published or otherwise available sources or is otherwise based on information obtained from the Vendor or the Puravarna Group, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from these sources or, as the case may be, reflected or reproduced in this announcement. 13. DOCUMENTS AVAILABLE FOR INSPECTION The S&P Agreement (together with the annexures to the S&P Agreement) is currently available for inspection by the Company s shareholders during normal business hours from 9.00 am to 5.00 pm at the Company s registered office at 150 Ubi Ave #06-00, Singapore for a period of 3 months from the date of this announcement.

14 CIRCULAR A circular containing further details of the and enclosing the notice of extraordinary general meeting to be convened in connection therewith will be despatched by the Company to shareholders in due course (the Circular ). On behalf of the Board, Lim Fong Yee Roland Chief Executive Officer 20 October 2007 Any inquiries relating to this announcement of the should be directed to the following persons: For Sunlight Group Hldg Ltd Earl Tan Director of Corporate Communications Sunlight Group Hldg Ltd For PrimePartners Corporate Finance Pte. Ltd. Gerald Ong Mark Liew Chief Executive Officer Director, Corporate Finance PrimePartners Corporate Finance Pte. Ltd. PrimePartners Corporate Finance Pte. Ltd