OSIM : Close Of The Offer For Securities

Microsoft Word - OSIM - Close of Offer Announcement (Draft 2)(21 May 2015)(sent)(cln) OSIM INTERNATIONAL LTD

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

VOLUNTARY UNCONDITIONAL CASH OFFER BY CREDIT SUISSE (SINGAPORE) LIMITED FOR AND ON BEHALF OF VISION THREE PTE. LTD. FOR OSIM INTERNATIONAL LTD CLOSE OF THE OFFER FOR SECURITIES

1. INTRODUCTION

   The Board of Directors ("Board" or "Directors") of OSIM International Ltd ("Company") refers to:

2. the announcement ("Offer Announcement") dated 7 March 2016 ("Offer Announcement Date") by Credit Suisse (Singapore) Limited ("Credit Suisse"), for and on behalf of Vision Three Pte. Ltd. (the "Offeror"), in relation to the voluntary unconditional cash offer (the "Offer") by Credit Suisse, for and on behalf of the Offeror, for all the issued ordinary shares ("Shares") in the capital of the Company other than those held in treasury and those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror as at the date of the Offer, and for all the outstanding S$170,000,000 in principal amount of zero-coupon convertible bonds due 18 September 2019 ("Convertible Bonds") issued by the Company on 18 September 2014 (International Securities Identification Number: XS1103850993) (the "Convertible Bonds Offer");

3. the announcement dated 23 March 2016 (the "Offer Document Despatch Announcement") by Credit Suisse for and on behalf of the Offeror, on the despatch of the offer document dated 23 March 2016 ("Offer Document") in relation to the Offer and the Convertible Bonds Offer;

4. the announcement dated 5 April 2016 (the "Offer Revision Announcement") by Credit Suisse, for and on behalf of the Offeror, in relation to the revision of offer price for the Shares and the Convertible Bonds and the extension of closing date for the Offer and the Convertible Bonds Offer;

5. the announcement dated 8 April 2016 (the "Final Ex-Dividend Offer Announcement") by Credit Suisse, for and on behalf of the Offeror, in relation to, amongst others, the final ex-dividend offer price and extension of closing date for the Offer and the Convertible Bonds Offer; and

6. the announcement dated 9 April 2016 by the Company in relation to, amongst others, the final ex-dividend offer price and extension of closing date for the Offer and the Convertible Bonds Offer;

7. the announcement dated 12 April 2016 by the Company in relation to the date of despatch of offeree circular to Securityholders ("12 April 2016 Announcement");

8. the announcement dated 29 April 2016 by Credit Suisse, for and on behalf of the Offeror, in relation to the extension of closing date of the Offer and the Convertible Bonds Offer;

9. the announcement dated 12 May 2016 by Credit Suisse, for and on behalf of the Offeror, in relation to the final closing date of the Offer and the Convertible Bonds Offer; and

10. the announcement dated 20 May 2016 by Credit Suisse, for and on behalf of the Offeror, in relation to the close of the Offer and the Convertible Bonds Offer (the "Close of Offer for Securities Announcement").

    Unless otherwise defined, capitalised terms in this Announcement have the same meaning as defined in the Offer Document.

11. CLOSE OF THE OFFER FOR SECURITIES

    As stated in the Close of Offer for Securities Announcement, the Offer for Securities has closed as at 5.30 p.m. (Singapore time) on 20 May 2016 (Friday) (the "Closing Date"). Accordingly, the Offer for Securities is no longer open for acceptances and any acceptances received after 5.30 p.m. (Singapore time) on the Closing Date will be rejected.

    A copy of the Close of Offer for Securities Announcement is available on the website of the Singapore Exchange Securities Trading Limited at http://www.sgx.com.

12. FINAL LEVEL OF ACCEPTANCES FOR THE OFFER FOR SECURITIES

    As stated in the Close of Offer for Securities Announcement, as at 5.30 p.m. (Singapore time) on the Closing Date:

13. the total number of Shares owned, controlled, acquired or agreed to be acquired by the Offeror and parties acting in concert with the Offeror amount to an aggregate of 712,170,538 Shares, representing approximately 96.03% of the issued Shares as at the Closing Date and 90.17% of the maximum potential issued share capital of the Company as at the Closing Date; and

14. the Offeror received valid acceptances in respect of S$2,000,000 in principal amount of Convertible Bonds, representing approximately 1.18% of the outstanding aggregate principal amount of Convertible Bonds.

15. SGX-ST PUBLIC FLOAT REQUIREMENT AND SUSPENSION OF TRADING

    The Company wishes to announce that as at the Closing Date, the percentage of Shares held by the public1 as at the date hereof is less than the requisite 10% of the total number of issued Shares (excluding treasury shares) as required under Rule 723 of the Listing Manual of the SGX-ST (the "Listing Manual").

    As stated in the Close of Offer for Securities Announcement, under Rule 1303(1) of the Listing Manual, as the Offeror and parties acting in concert with the Offeror have, through acceptances or otherwise, succeeded in holding more than 90% of the Shares in issue, the SGX-ST will suspend trading of the Shares on the SGX-ST at the close of the Offer.

    The Close of Offer for Securities Announcement further provides that, as stated in the Offer Document, the Offeror does not intend to take any steps for any trading suspension in the securities of the Company to be lifted.

16. COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING SHAREHOLDERS

    According to the Close of Offer for Securities Announcement, as at the Closing Date, the Offeror has received valid acceptances of the Offer and/or acquired such number of Offer Shares from the Offer Announcement Date otherwise than through valid acceptances of the Offer in respect of not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer and excluding any Shares held by the Company as treasury shares).

    Accordingly, the Offeror is entitled to, and will in due course, exercise its right of compulsory acquisition under Section 215(1) of the Companies Act, Chapter 50 of Singapore (the "Companies Act") to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer (the "Dissenting Shareholders") at the Final Ex-Dividend Offer Price of S$1.39 in cash for each Offer Share.

    Dissenting Shareholders will receive a letter from the Offeror on the compulsory acquisition of their Shares in due course.

    The Close of Offer for Securities Announcement further states that as the Offeror has received valid acceptances pursuant to the Offer which, together with the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90% or more of the total number of issued Shares, the Dissenting Shareholders will have the right under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Shares at the Final Ex-Dividend Offer Price of S$1.39 in cash for each Offer Share. As the Offeror will be proceeding to compulsorily acquire the Shares of the Dissenting Shareholders, the Dissenting Shareholders need not take any action in relation to their right under Section 215(3) of the Companies Act. Dissenting

    1 Under the Listing Manual, "public" comprises Shareholders other than the directors, chief executive officer, substantial shareholders or controlling shareholders of the Company or its subsidiaries, and their respective associates.

    Shareholders who wish to exercise such right or who are in any doubt as to their position are advised to seek their own legal advice.
17. RESPONSIBILITY STATEMENT

18. The Directors (including those who may 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, where appropriate, no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

    Where any information has been extracted from published or otherwise publicly available sources (including, without limitation, the Offer Announcement, the Offer Document Despatch Announcement, the Offer Document, the Offer Revision Announcement, the Final Ex-Dividend Offer Announcement and the Close of Offer for Securities Announcement), the sole responsibility of the Directors 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.

    BY ORDER OF THE BOARD

    Juan Chow Yee

    Deputy Chief Financial Officer 22 May 2016