CIRCULAR DATED 24 JUNE 2022
THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE RECOMMENDING DIRECTORS (AS DEFINED HEREIN) AND THE ADVICE OF ZICO CAPITAL PTE. LTD., THE INDEPENDENT FINANCIAL ADVISER TO THE RECOMMENDING DIRECTORS IN RESPECT OF THE OFFER (AS DEFINED HEREIN). THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION AND YOU SHOULD READ IT CAREFULLY.
This Circular is issued by T T J Holdings Limited (the "Company"). If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.
If you have sold or transferred all your issued and paid-up ordinary shares in the capital of the Company ("Shares") held through The Central Depositary (Pte) Limited ("CDP"), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your Shares which are not deposited with the CDP, you should immediately forward this Circular to the purchaser or transferee, or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
The Company has opted for electronic dissemination of this Circular. Please note that no printed copies of this Circular will be despatched to Shareholders. Only printed copies of the notice regarding the electronic dissemination of this Circular will be despatched to Shareholders.
This Circular has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The SGX-ST assumes no responsibility for the contents of this Circular, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this Circular.
Company Registration No.: 199204617M
(Incorporated in the Republic of Singapore)
CIRCULAR TO SHAREHOLDERS
in relation to the
VOLUNTARY CONDITIONAL CASH OFFER
By
ASIAN CORPORATE ADVISORS PTE. LTD.
(Company Registration No. 200310232R)
(Incorporated in the Republic of Singapore)
for and on behalf of
THC VENTURE PTE. LTD.
(Company Registration No. 202205146H)
(Incorporated in the Republic of Singapore)
to acquire all the issued and paid-up ordinary shares in the capital of the Company
Independent Financial Adviser to the Recommending Directors
ZICO CAPITAL PTE. LTD.
(Company Registration No. 201613589E)
(Incorporated in the Republic of Singapore)
SHAREHOLDERS SHOULD NOTE THAT THE OFFER (AS DEFINED HEREIN) WILL CLOSE AT
5.30 P.M. (SINGAPORE TIME) ON 8 JULY 2022 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR (AS DEFINED HEREIN).
CONTENTS | ||
Page | ||
DEFINITIONS .................................................................................................................................... | 3 | |
CAUTIONARY NOTE ON FORWARD-LOOKINGSTATEMENTS .................................................... | 8 | |
INDICATIVE TIMETABLE .................................................................................................................. | 9 | |
LETTER TO SHAREHOLDERS | ||
1. | INTRODUCTION ...................................................................................................................... | 10 |
2. | THE OFFER ............................................................................................................................ | 11 |
3. | INFORMATION ON THE OFFEROR AND THE CONCERT PARTIES .................................... | 14 |
4. | IRREVOCABLE UNDERTAKING ............................................................................................ | 15 |
5. | OFFEROR'S RATIONALE FOR THE OFFER.......................................................................... | 15 |
6. | OFFEROR'S INTENTIONS FOR THE COMPANY .................................................................. | 20 |
7. | COMPULSORY ACQUISITION................................................................................................ | 21 |
8. | LISTING STATUS .................................................................................................................... | 21 |
9. | FINANCIAL ASPECTS OF THE OFFER ................................................................................ | 22 |
10. | CONFIRMATION OF FINANCIAL RESOURCES .................................................................... | 23 |
11. | DIRECTORS' INTERESTS ...................................................................................................... | 24 |
12. | ADVICE AND RECOMMENDATION IN RELATION TO THE OFFER...................................... | 24 |
13. | ACTION TO BE TAKEN BY SHAREHOLDERS ...................................................................... | 28 |
14. | OVERSEAS JURISDICTIONS AND SHAREHOLDERS.......................................................... | 28 |
15. | INFORMATION PERTAINING TO CPFIS INVESTORS AND SRS INVESTORS .................... | 30 |
16. | ELECTRONIC DISSEMINATION OF THIS CIRCULAR .......................................................... | 31 |
17. | DIRECTORS' RESPONSIBILITY STATEMENT ...................................................................... | 31 |
18. | ADDITIONAL INFORMATION .................................................................................................. | 32 |
APPENDIX I - LETTER FROM THE IFA TO THE RECOMMENDING DIRECTORS IN RESPECT | ||
OF THE OFFER.................................................................................................................................. | I-1 | |
APPENDIX II - ADDITIONAL GENERAL INFORMATION .............................................................. | II-1 | |
APPENDIX III - EXTRACTS FROM THE COMPANY'S CONSTITUTION ...................................... | III-1 | |
APPENDIX IV - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR | ||
FY2021 .............................................................................................................................................. | IV-1 | |
APPENDIX V - HY2022 UNAUDITED FINANCIAL RESULTS ........................................................ | V-1 | |
APPENDIX VI - VALUATION REPORTS BY THE INDEPENDENT VALUERS................................ | VI-1 |
2
DEFINITIONS
In this Circular, the following definitions apply throughout unless the context otherwise requires or unless otherwise stated:
"ACA" | : Asian Corporate Advisors Pte. Ltd. |
"Business Day" | : A day (other than a Saturday, a Sunday or a gazetted public |
holiday) on which commercial banks are open for business in | |
Singapore | |
"CDP" | : The Central Depository (Pte) Limited |
"Circular" | : This circular dated 24 June 2022 issued by the Company to |
Shareholders in relation to the Offer (including, inter alia, the | |
Appendices to this Circular) and any other document which may | |
be issued by or on behalf of the Company to amend, revise, | |
supplement or update this Circular from time to time | |
"Closing Date" | : 5.30 p.m. (Singapore time) on 8 July 2022, or such later date(s) |
as may be announced from time to time by or on behalf of the | |
Offeror, such date being the last day for the lodgement of | |
acceptances of the Offer | |
"Code" | : The Singapore Code on Take-overs and Mergers |
"Companies Act" | : The Companies Act 1967 of Singapore |
"Company" | : T T J Holdings Limited |
"Concert Parties" | : Parties acting or presumed to be acting in concert with the |
Offeror in connection with the Offer | |
"Constitution" | : The constitution of the Company |
"CPF" | : The Central Provident Fund of Singapore |
"CPF Agent Banks" | : Agent banks included under the CPFIS |
"CPFIS" | : Central Provident Fund Investment Scheme |
"CPFIS Investors" | : Investors who have purchased Shares using their CPF account |
savings under the CPFIS | |
"Despatch Date" | : 10 June 2022, being the date of despatch of the Offer Document |
"Directors" | : The directors of the Company as at the Latest Practicable Date |
"Encumbrances" | : All liens, equities, claims, charges, mortgages, pledges, title |
retention, rights of first refusal, encumbrances, rights of pre- | |
emption and other third party rights and interests of any nature | |
whatsoever | |
"FAA" | : Form of Acceptance and Authorisation for Offer Shares, which |
forms part of the Offer Document and which is issued to | |
Shareholders whose Shares are deposited with CDP | |
"FAT" | : Form of Acceptance and Transfer for Offer Shares, which forms |
part of the Offer Document and which is issued to Shareholders | |
whose Shares are not deposited with CDP |
3
DEFINITIONS | |
"FY" | : Financial year ended or ending (as the case may be) 31 July of |
a particular year as stated | |
"Group" | : The Company and its subsidiaries |
"HY2022 Unaudited Financial | : The unaudited condensed interim financial statements of the |
Results" | Group for the 6 months ended 31 January 2022 which was |
released by the Company on SGXNET on 7 March 2022 | |
"IFA" | : ZICO Capital Pte. Ltd., the independent financial adviser to the |
Recommending Directors in relation to the Offer | |
"IFA Letter" | : The letter dated 24 June 2022 from the IFA to the |
Recommending Directors in respect of the Offer, as set out in | |
Appendix I to this Circular | |
"Independent Auditors" | : RSM Chio Lim LLP |
"Independent Valuers" | : Has the meaning ascribed to it in Paragraph 8 of Appendix II to |
this Circular | |
"Irrevocable Undertaking" | : The irrevocable undertaking given by Mr Teo Hock Chwee to the |
Offeror in connection with the Offer, as more particularly set out | |
in Section 4 of this Circular | |
"Latest Practicable Date" | : 16 June 2022, being the latest practicable date prior to the |
electronic dissemination of this Circular | |
"Last Trading Day" | : 12 May 2022, being the last full Market Day on which the Shares |
were transacted prior to the Offer Announcement Date | |
"Listing Manual" | : The Listing Manual of the SGX-ST, as may be amended, |
modified or supplemented from time to time | |
"Malaysia Subject Property" | : Has the meaning ascribed to it in Paragraph 8 of Appendix II to |
this Circular | |
"Market Day" | : A day on which the SGX-ST is open for trading of securities |
"Minimum Acceptance Condition" : Shall have the meaning ascribed to it in Section 2.4 of this
Circular | |
"Offer" | : The voluntary conditional cash offer made by ACA, for and on |
behalf of the Offeror, to acquire all the Offer Shares on the terms | |
and conditions set out in the Offer Document, the FAA and the | |
FAT, as such offer may be amended, extended and/or revised | |
from time to time by or on behalf of the Offeror | |
"Offer Announcement" | : The announcement in relation to the Offer released by ACA, for |
and on behalf of the Offeror, on the Offer Announcement Date | |
"Offer Announcement Date" | : 20 May 2022, being the date of the Offer Announcement |
"Offer Document" | : The document dated 10 June 2022 and any other document(s) |
which may be issued for and on behalf of the Offeror, to amend, | |
revise, supplement or update the document(s) from time to time | |
"Offer Price" | : S$0.23 in cash for each Offer Share |
4
DEFINITIONS | ||
"Offer Shares" | : All the issued Shares to which the Offer relates, as described in | |
Sections 2.1 (Offer) and 2.2 (Offer Shares) of the Offer | ||
Document | ||
"Offeror" | : | THC Venture Pte. Ltd. |
"Offeror Securities" | : (a) Offeror Shares, (b) securities which carry substantially the | |
same rights as any Offeror Shares, and (c) convertible | ||
securities, warrants, options and derivatives in respect of any | ||
Offeror Shares or such securities in (b) | ||
"Offeror Shares" | : Ordinary shares in the share capital of the Offeror | |
"Overseas Shareholders" | : Shareholders whose addresses are outside Singapore as shown | |
in the Register or the Depository Register | ||
"Recommending Directors" | : The Directors who are considered independent for the purposes | |
of making the recommendation to the Shareholders in respect of | ||
the Offer, being Ms Chiong Su Been, Mr Lim Yian Poh, Mr Ling | ||
Chien Yien and Mr Leong Yee Yew | ||
"Register" | : The register of holders of Shares as maintained by the Share | |
Registrar | ||
"RM" | : Malaysian Ringgit, being the lawful currency of Malaysia | |
"S$" and "cents" | : Singapore dollars and cents respectively, being the lawful | |
currency of Singapore | ||
"Securities" | : (a) securities which carry voting rights in the Company, including | |
but not limited to the Shares, and (b) convertible securities, | ||
warrants, options and derivatives in respect of such securities in | ||
(a) | ||
"SFA" | : The Securities and Futures Act 2001 of Singapore | |
"SGXNET" | : The SGXNET Corporate Announcement System, being a | |
system network used by listed companies to send information | ||
and announcements to the SGX-ST or any other system | ||
networks prescribed by the SGX-ST | ||
"SGX-ST" | : Singapore Exchange Securities Trading Limited | |
"Share Registrar" | : | B.A.C.S. Private Limited |
"Shareholders" | : Persons who are registered as holders of Shares in the Register | |
and Depositors who have Shares entered against their names in | ||
the Depository Register, and "Shareholder" shall be construed | ||
accordingly | ||
"Shares" | : Issued and paid-up ordinary shares in the capital of the | |
Company (excluding any Shares held by the Company in | ||
treasury), and each a "Share" | ||
"SIC" | : The Securities Industry Council of Singapore | |
"Singapore Subject Properties" | : Has the meaning ascribed to it in Paragraph 8 of Appendix II to | |
this Circular |
5
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TTJ Holdings Limited published this content on 24 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2022 14:35:01 UTC.