Kinergy Limited : Free Float Of The Company Below 10%

KINERGY LTD

(Incorporated in the Republic of Singapore) (Company Reg. No. 198800021D) ("Company")

FREE FLOAT OF THE COMPANY BELOW 10%

Unless otherwise defined in this announcement, capitalized terms used herein shall bear the same meaning as defined in the announcement of Kintras Pte. Ltd. dated 14 December 2012 (the "Offer Announcement") and the announcement of the Company dated 17 December 2012 in relation to the Offer.
1. INTRODUCTION
The board of directors (the "Board") of the Kinergy Ltd (the "Company") refers to the voluntary unconditional cash offer by Kintras Pte. Ltd. (the "Offeror") to acquire all the issued ordinary shares of the Company (the "Shares") other than those already owned by the Offeror (the "Offer"), and all outstanding Options granted by the Company pursuant to the Options Plan (the "Options Proposal") approved and adopted by the Company at the extraordinary general meeting of the Company held on 8 August 2008.
2. LEVEL OF ACCEPTANCES
In accordance with Rule 724 of the Listing Manual (Section B: Rules of Catalist) ("Catalist Rules") of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the Board wishes to inform Shareholders that, as at 5.00 p.m. on 8 January 2013, the Offeror and/or parties acting in concert with the Offeror owned, controlled, acquired or have agreed to acquired (including by way of valid acceptances of the Offer), an aggregate of 117,624,000 Shares, representing 90.19% of the total number of issued Shares.
Shareholders are encouraged to refer to the full text of the Disclosure of Level of Acceptances announcement from the Offeror on 8 January 2013, a copy of which is available at www.sgx.com.
3. NO FREE FLOAT AND DELISTING INTENTION
Pursuant to Rules 724(1), 1104 and 1303(1) of the Catalist Rules, since the percentage of Shares held in public hands or "free float" has fallen below 10 per cent., a suspension of trading will be requested from the SGX-ST upon the close of the Offer on 25 January 2013, or such later date as may be announced from time to time by the Offeror. As such, Shareholders are requested to take appropriate actions with regard to their Shares as they may no longer be freely transacted on the SGX-ST when the trading of the Shares is suspended. Shareholders who are in doubt as to the action they should take are advised to consult their stockbroker, solicitor, accountant, tax advisor, or other professional advisers immediately.
The Offeror intends to make the Company its wholly-owned subsidiary. It is therefore not the intention of the Offeror to preserve the listing status of the Company and the Offeror does not intend to take any steps for any trading suspension in the Shares to be lifted in the event that, inter alia, less than 10 per cent. of the Shares (excluding Shares held by the Company as treasury shares) are held in public hands.
4. COMPULSORY ACQUISITION
Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore in the event the
Offeror receives valid acceptances pursuant to the Offer in respect of not less than 90 per

cent. of the total number of issued Shares (other than Shares held by the Company as
treasury shares and those already held by the Offeror, its related corporations or their respective nominees), the Offeror would be entitled to exercise the right to compulsorily acquire all the Offer Shares of the Shareholders who have not accepted the Offer (the "Dissenting Shareholders") at a price equal to the Offer Price.
In the event that the Offeror becomes entitled to exercise the right under Section 215(1) of the Companies Act, the Offeror intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST. Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Offer Shares in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Offer Shares which, together with the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of issued Shares (excluding Shares held by the Company as treasury shares and those already held by the Offeror, its related corporations or their respective nominees). Dissenting shareholders who wish to exercise such rights are advised to seek their own independent legal advice.
As at 8 January 2013, the Company had a total number of issued Shares of 130,414,000, and as at the Date of the Offer, the Offeror held 91,790,075 Shares. The Company did not have any treasury shares as at 8 January 2013. Accordingly, as the Offeror has received valid acceptances in respect of 25,833,925 Shares, this represents 66.89 per cent. of the total number of issued Shares as at 8 January 2013 and excluding Shares already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer.
5. RESPONSIBILITY STATEMENT
The Directors of the Company (including those who have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from the Offer Announcement or from published or otherwise publicly available sources, the sole responsibility of the Directors of the Company has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this announcement in its proper form and context.
By Order of the Board
David Loh
CFO/Company Secretary
9 January 2013

This document has been prepared by the Company and its contents have been reviewed by the Company's Sponsor, Prime Partners Corporate Finance Pte. Ltd. (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Company's Sponsor has not independently verified the contents of this document. This document has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-

02 Equity Plaza, Singapore 049705, telephone [phone].