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Wednesday, September 18th, 2019

Vard : Dealings Disclosure Announcement

Closed
by January 15, 2018 General

EXIT OFFER

by

CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD.

(Incorporated in Singapore)

(Company Registration No.: 199002673E)

for and on behalf of

FINCANTIERI OIL & GAS S.p.A.

(Incorporated in Italy)

(Company Registration No.: 04795811001)

a direct wholly-owned subsidiary of

FINCANTIERI S.p.A.

(Incorporated in Italy)

(Company Registration No.: 00397130584)

to acquire all the issued ordinary shares in the capital of

VARD HOLDINGS LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No.: 201012504K)

other than those already owned, controlled or agreed to be acquired by Fincantieri Oil & Gas S.p.A., its related corporations and their respective nominees

DEALINGS DISCLOSURE ANNOUNCEMENT

1.

INTRODUCTION

Citigroup Global Markets Singapore Pte. Ltd. (“Citigroup“) refers to the joint announcement (the “Joint Announcement“) dated 13 November 2017 (the “Joint Announcement Date“)

released by Fincantieri Oil& Gas S.p.A. (the “Offeror“), a direct wholly-owned subsidiary ofFincantieri S.p.A., and Vard Holdings Limited (the “Company“) in relation to the proposed

privatisation of the Company by way of a voluntary delisting from the Official List of the SingaporeExchange Securities Trading Limited (the “SGX-ST“) and the exit offer (the “Exit Offer“)to be made by Citigroup, for and on behalf of the Offeror, to acquire all the issuedordinary shares (“Shares“) in the capital of the Company, other than those already owned,

controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees.

All capitalised terms used and not defined herein shall have the same meanings given to them in the Joint Announcement.

  • 2.DEALINGS BY THE OFFEROR

    Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers (the “Code“),

    Citigroup wishes to announce, for and on behalf of the Offeror, that the Offeror has acquired1the following Shares (theAcquired Shares“)on 15 January 2018 on the SGX-ST, details of which are set out below:

    S/N

    Description

    1.

    Total number of the Acquired Shares

    10,000

    2.

    Percentage of the total number of Shares2constituted by the Acquired Shares

    0.00%3

    3.

    Consideration paid per Share for the Acquired Shares, excluding brokerage fee, clearing fee and applicable tax

    S$0.25

  • 3. RESULTANT SHAREHOLDING

    As at 5.00 p.m. (Singapore time) on 15 January 2018:

  • 3.1the total number of Shares owned, controlled or agreed to be acquired by the Offeror and its Concert Parties amount to an aggregate of 941,198,910 Shares, representing approximately 79.76 per cent. of the total number of Shares; and

  • 3.2the total number of Shares owned, controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees amount to an aggregate of 941,198,910 Shares, representing approximately 79.76 per cent. of the total number of Shares.

  • 4. RESPONSIBILITY STATEMENT

    The directors of the Offeror (including any who may have delegated detailed supervision of the preparation 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, where appropriate, no material facts in relation thereto have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

1

In this Announcement, Shares agreed to be acquired pursuant to a trade on the SGX-ST on a trade date are regarded as

Shares already acquired on that trade date, notwithstanding that settlement of that trade will occur three market days later.

2

References to the total number of Shares in this Announcement is based on 1,180,000,000 Shares as at the date of this

Announcement.

3

Rounded to the nearest two decimal places.

Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of the Offeror 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, reflected or reproduced in this Announcement.

Issued by

CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD.

For and on behalf of

FINCANTIERI OIL & GAS S.p.A.

16 January 2018

Any enquiries relating to this Announcement, the Joint Announcement or the Exit Offer should be directed to the following:

Citigroup Global Markets Singapore Pte. Ltd. Tel: +65 6657 1253

Forward-Looking Statements

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those usingwords such as “aim”, “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future and conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Offeror’s current expectations,beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and other investors of the Company should not place undue reliance on such forward-looking statements. Neither the Offeror nor Citigroup guarantees any future performance or event or undertakes any obligation to update publicly or revise any forward-looking statements.

Vard Holdings Limited published this content on 16 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 January 2018 18:09:05 UTC.

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