Mandatory Unconditional Cash Offer By Ho Kwok Wai For Singapore Windsor Holdings Limited

BackSep 13, 2013
The Board of Directors of Singapore Windsor Holdings Limited (the "Company") wishes to inform shareholders of the Company (the "Shareholders") that Provenance Capital Pte. Ltd., for and on behalf of Ho Kwok Wai (the "Offeror"), has today announced ("Offer Announcement") that the Offeror has entered into an unconditional sale and purchase agreement ("SPA") with the Company's majority shareholder, President Group Limited (the "Vendor"), for the purchase of the Vendor's shares in the Company (the "Acquisition"). The completion of the SPA is expected to take place no later than 18 September 2013. Following the Acquisition, the Offeror will hold 90,400,000 shares in the capital of the Company ("Shares"), representing approximately 73.86% of all the Shares and in accordance with Rule 14 of the Singapore Code on Take-overs and Mergers, the Offeror is required to make a mandatory unconditional cash offer for all the Shares, other than those owned, controlled or agreed to be acquired by the Offeror and the parties acting in concert with him (if any) (the "Offer").

The Offer is subject to the further terms and conditions set out in the Offer Announcement. For further details, please refer to the Offer Announcement, a copy of which is enclosed with this Announcement. Shareholders are encouraged to refer to the full text of the Offer Announcement.

According to the Offer Announcement, a formal offer document setting out the terms and conditions of the Offer and enclosing the relevant form(s) of acceptance will be despatched to Shareholders not earlier than 14 days and not later than 21 days from the date of the Offer Announcement.

The Directors is in the process of appointing an independent financial adviser, the identity of which will be announced in due course (the "Independent Financial Adviser"), to advise the Directors of the Company who consider themselves to be independent (the "Independent Directors") for the purposes of making a recommendation to the shareholders of the Company in connection with the Offer.

A circular ("Offeree Circular") containing the advice of the Independent Financial Adviser so appointed and the recommendation of the Independent Directors and containing information for shareholders' consideration in connection with the Offer will be sent to shareholders within fourteen days after the Offeror issues its offer document.

In the meantime, the Company wishes to advise the shareholders of the Company to refrain from taking any action in respect of their Shares which may be prejudicial to their interests, and to exercise caution when dealing in the Shares, until they have considered the information, the advice of the Independent Financial Adviser and the recommendation of the Independent Directors, contained in the Offeree Circular.


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