ASPIAL CORPORATION LIMITED

(Incorporated in the Republic of Singapore)

(Registration Number: 197001030G)

PROPOSED ACQUISITION BY ASPIAL CORPORATION LIMITED OF ALL THE ISSUED ORDINARY SHARES ("WCG SHARES") IN THE CAPITAL OF WORLD CLASS GLOBAL LIMITED (OTHER THAN THE WCG SHARES HELD BY ASPIAL) BY WAY OF A SCHEME OF ARRANGEMENT

COURT SANCTION OF SCHEME AND EXPECTED EFFECTIVE DATE

1. BACKGROUND

The Board of Directors of Aspial Corporation Limited ("Aspial") refers to:

  1. the scheme document (the "Scheme Document") despatched by World Class Global Limited ("WCG") electronically to the Scheme Shareholders on 28 May 2021, in relation to the proposed acquisition (the "Proposed Acquisition") of all the WCG Shares in the capital of WCG (other than WCG Shares held by Aspial), by way of a scheme of arrangement in accordance with Section 210 of the Companies Act (Chapter 50 of Singapore) and the Singapore Code on Take-overs and Mergers; and
  2. the announcement by WCG dated 12 July 2021 in relation to the Court sanction of the Scheme, the Record Date and the expected Effective Date of the Scheme (the "WCG Announcement"). A copy of the WCG Announcement can be found in the Annex.
    Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Scheme Document.
  1. COURT SANCTION OF THE SCHEME AND EXPECTED EFFECTIVE DATE
    As stated in the WCG Announcement, the Scheme has been sanctioned by the Court today. Subject to the satisfaction (or, where applicable, waiver) of all the Scheme Conditions in accordance with the Implementation Agreement, the Scheme will become effective and binding upon the lodgement of the Court Order with ACRA.
    The Effective Date of the Scheme is expected to be on 22 July 2021. Please note that this date is indicative only and may be subject to change. Please refer to future announcement(s) by the Company and/or the SGX-ST for the exact dates of these events.
  2. RESPONSIBILITY STATEMENT
    The Directors (including any who may have delegated detailed supervision of the preparation of this Announcement) collectively and individually accept full responsibility for the accuracy of the information given in this Announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Announcement constitutes full and true disclosure of all material facts about the Proposed Acquisition and Aspial and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Announcement misleading.

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Where information in this Announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Announcement in its proper form and context.

By Order of the Board

Lim Swee Ann

Company Secretary

12 July 2021

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Annex

WCG Announcement

See attached pages.

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(Incorporated in the Republic of Singapore)

(Company Registration No. 201329185H)

PROPOSED ACQUISITION BY ASPIAL CORPORATION LIMITED OF ALL THE ISSUED

ORDINARY SHARES IN THE CAPITAL OF WORLD CLASS GLOBAL LIMITED (OTHER THAN

THOSE HELD BY ASPIAL CORPORATION LIMITED) BY WAY OF A SCHEME OF

ARRANGEMENT

COURT SANCTION OF SCHEME, RECORD DATE

AND LAST DAY OF TRADING OF WCG SHARES

1. INTRODUCTION

The board of directors (the "Board") of World Class Global Limited (the "Company") refers to:

  1. the scheme document (the "Scheme Document") despatched electronically to the Scheme Shareholders on 28 May 2021 in relation to the proposed acquisition by Aspial Corporation Limited (the "Offeror") of all the issued ordinary shares in the capital of the Company (the "WCG Shares") (other than the WCG Shares held by the Offeror) by way of a scheme of arrangement (the "Scheme") in accordance with Section 210 of the Companies Act, Chapter 50 of Singapore and the Singapore Code on Take-overs and Mergers;
  2. the announcement dated 14 June 2021 released by the Company in relation to, inter alia, the approval of the Scheme by the requisite majority of Scheme Shareholders at the Scheme Meeting held on 14 June 2021; and
  3. the announcement dated 22 June 2021 released by the Company in relation to the update on the hearing of the application to the Court to sanction the Scheme.

Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out in the Scheme Document.

2. COURT SANCTION OF THE SCHEME

The Company wishes to announce that the Scheme has been sanctioned by the Court today.

Subject to the satisfaction (or, where applicable, waiver) of all the Scheme Conditions in accordance with the Implementation Agreement, the Scheme will become effective and binding upon the lodgement of the Court Order with ACRA.

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  1. RECORD DATE
    Notice is hereby given that the Transfer Books and the Register of Members will close at 5.00 p.m. on 21 July 2021 in order to determine the entitlements of the Scheme Shareholders in respect of the Scheme.
  2. LAST DAY OF TRADING OF WCG SHARES
    The Company wishes to inform WCG Shareholders that the last day of trading of the WCG Shares will be on 16 July 2021 and that trading of the WCG Shares will be suspended on and from 9.00 a.m. on 19 July 2021.
  3. KEY DATES

Scheme Shareholders should note the following dates:

Last day of trading of the WCG Shares

:

16

July 2021

Record Date

: 21

July 2021 at 5.00 p.m.

Expected Effective Date

:

22

July 2021(1)

Expected date for payment of the Scheme

: By 2 August 2021(2)

Consideration

Expected date for the delisting of the

:

3 August 2021

WCG Shares

Notes:

  1. The Scheme will only become effective and binding upon the lodgement of the Court Order with ACRA. The Court Order will be lodged with ACRA after the satisfaction (or, where applicable, waiver) of all the Scheme Conditions, a list of which is set out in Appendix G to the Scheme Document.
  2. Assuming that the Effective Date is on 22 July 2021.

Save for the last day of trading of the WCG Shares and the Record Date, the above dates are indicative only and may be subject to change. Please refer to future announcement(s) by the Company and/or the SGX-ST for the exact dates of these events.

6. RESPONSIBILITY STATEMENT

The directors of the Company (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 which relate to the Company (excluding information relating to the Offeror) are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading. The directors of the Company jointly and severally accept responsibility accordingly.

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Aspial Corporation Limited published this content on 12 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 July 2021 15:08:01 UTC.