OSIM : Voluntary Unconditional Cash Offer By Vision Three Pte. Ltd.
Microsoft Word – SGX_Announcement_09042016
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
FINAL EX-DIVIDEND OFFER PRICE, NO FURTHER PRICE INCREASE, EXTENSION OF CLOSING DATE AND DESPATCH OF OFFEREE CIRCULAR
The Board of Directors (“Board” or “Directors”) of OSIM International Ltd (“Company”) refers to:
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”);
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;
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;
the announcement dated 5 April 2016 by the Company in relation to the request for trading halt pending the release of an announcement; andthe 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.
Unless otherwise defined, capitalised terms in this Announcement have the same meaning as defined in the Offer Document.
REVISION OF OFFER PRICE
As set out in Section 2.1 of the Final Ex-Dividend Offer Announcement, on 5 April 2016, Credit Suisse, for and on behalf of the Offeror, announced that the Offeror was revising the Offer Price from S$1.32 in cash for each Offer Share to S$1.39 in cash for each Offer Share (the “Revised Offer Price”). Owing to the Books Closure Date in respect of the FY2015 Final Dividend being at 5.00 p.m. (Singapore time) on 6 April 2016, the Revised Offer Price is subject to adjustments as provided in the Offer Document and the Offer Revision Announcement.
FINAL OFFER PRICE AND CORRESPONDING FINAL EX-DIVIDEND OFFER PRICE
Based on Section 2.2 of the Final Ex-Dividend Offer Announcement, Credit Suisse announced, for and on behalf of the Offeror that, upon consultation with the SIC and for the avoidance of doubt, the final ex-FY2015 Final Dividend Offer Price is as follows:
For each Offer Share: S$1.39 in cash (the “Final Ex-Dividend Offer Price”).