Vard : Voluntary Conditional Cash Offer For Vard Holdings Limited - Reduction Of Acceptance Condition

VOLUNTARY CONDITIONAL CASH OFFER

by

CREDIT SUISSE (SINGAPORE) LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No.: 197702363D)

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 of 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

REDUCTION OF ACCEPTANCE CONDITION AND OFFER DECLARED UNCONDITIONAL ANNOUNCEMENT

1. INTRODUCTION

   Credit Suisse (Singapore) Limited ("Credit Suisse") refers to the offer announcement dated 13 November 2016 and the offer document dated 1 December 2016 (the "Offer Document") released by Credit Suisse, for and on behalf of Fincantieri Oil & Gas

   S.p.A. (the "Offeror"), which is a direct wholly-owned subsidiary of Fincantieri S.p.A., in connection with the voluntary conditional cash offer (the "Offer") for all of the issued ordinary shares ("Shares") in the capital of VARD Holdings Limited (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 Offer Document.

2. REDUCTION OF ACCEPTANCE CONDITION

3. The Offer Document states that the Offer is subject to the Offeror having received, by the close of the Offer, valid acceptances (which have not been withdrawn) in respect of such number of Offer Shares which will result in the Offeror and parties acting in concert with the Offeror holding more than 90 per cent. of the total number of Shares as at the close of the Offer (the "Acceptance Condition").

4. As stated in the Offer Document, the Offeror reserves the right to reduce the Acceptance Condition to a lower level which is more than 50 per cent. of the total number of Shares.

5. The Offeror has obtained the consent of the Securities Industry Council to reduce the Acceptance Condition to a level of more than 50 per cent. of the total number of Shares, subject to:

6. the revised Offer remaining open for another 14 days following the posting of the written notification of such revision; and

7. the Shareholders who have accepted the initial Offer being permitted to withdraw their acceptance within eight days of the posting of the written notification of such revision.

8. Accordingly, Credit Suisse wishes to announce, for and on behalf of the Offeror, that the Offeror is reducing the Acceptance Condition to a level of more than 50 per cent. of the total number of Shares, and the Offer will therefore be subject to the Offeror having received, by the close of the Offer, valid acceptances (which have not been withdrawn) in respect of such number of Offer Shares which will result in the Offeror and parties acting in concert with the Offeror holding more than 50 per cent. of the total number of Shares.

9. OFFER DECLARED UNCONDITIONAL

10. As at the date of this Announcement, the Offeror holds 656,471,268 Shares (representing approximately 55.63 per cent. of the total number of Shares).

11. The reduced Acceptance Condition has therefore been satisfied, and as the Offer is not subject to any other conditions, the Offer is hereby declared unconditional in all respects.

12. EXTENSION OF CLOSING DATE

13. In accordance with Rule 22.6 of the Code, after an offer has become or is declared unconditional as to acceptances, the offer must remain open for acceptance for not less than 14 days after the date on which the offer would otherwise have closed.

14. Credit Suisse wishes to announce, for and on behalf of the Offeror, that the Closing Date for the Offer is extended from 5.30 p.m. (Singapore time) on 12 January 2017 to

    5.30 p.m. (Singapore time) on 2 February 2017 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

15. Accordingly, the Offer shall close at 5.30 p.m. (Singapore time) on 2 February 2017 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

16. NEXT STEPS

    A written notification in respect of the reduction of the Acceptance Condition and the extension of the Closing Date will be despatched to all Shareholders shortly.

17. COMPULSORY ACQUISITION

18. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances pursuant to the Offer or acquires Offer Shares during the Offer period otherwise than through valid acceptances of the Offer in respect of not less than 90 per cent. of the total number of Shares (other than those already held by the Offeror, its related corporations and their respective nominees as at the Despatch Date), the Offeror will be entitled to exercise the right to compulsorily acquire all the Shares of the Shareholders who have not accepted the Offer (the "Dissenting Shareholders") on the same terms as those offered under the Offer.

    As stated in the Offer Document, in the event that the Offeror becomes entitled to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Offer Shares of the Dissenting Shareholders, the Offeror intends to exercise its right of compulsory acquisition. In such event, the Company will become a wholly-owned subsidiary of the Offeror pursuant to such compulsory acquisition and the Offeror will then proceed to delist the Company from the SGX-ST.

19. In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with the Shares held by it, its related corporation and their respective nominees, comprise 90 per cent. or more of the total number of Shares, the Dissenting Shareholders have a right to require the Offeror to acquire their Shares at the Offer Price. Dissenting Shareholders who wish to exercise such a right are advised to seek their own independent legal advice.

20. LISTING STATUS OF THE COMPANY

21. Under Rule 723 of the Listing Manual, the Company must ensure that at least 10 per cent. of the total number of the Shares (excluding treasury shares) is at all times held by the public (the "Shareholding Requirement").

    Under Rule 1105 of the Listing Manual, in the event that the Offeror and parties acting in concert with the Offeror should, as a result of the Offer or otherwise, own or control more than 90 per cent. of the Shares (excluding treasury shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time when the

    SGX-ST is satisfied that at least 10 per cent. of the issued Shares (excluding treasury shares) are held by at least 500 shareholders who are members of the public.

    Further, under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90 per cent. of the Shares (excluding treasury shares), thus causing the percentage of the Company's total number of Shares (excluding treasury shares) in public hands to fall below 10 per cent., the SGX-ST will suspend trading of Shares at the close of the Offer.

    In addition, under Rule 724(1) of the Listing Manual, if the Shareholding Requirement is not complied with, the Company must, as soon as possible, announce that fact and the SGX-ST may suspend trading of all the Shares on the SGX-ST. Rule 724(2) of the Listing Manual states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, for the proportion of the Shares held by members of the public to be raised to at least 10 per cent., failing which the Company may be delisted from the SGX-ST.

22. As stated in the Offer Document, in the event the Offeror is unable to exercise the right to compulsorily acquire all the Shares not acquired under the Offer as set out in paragraph 5 above and the Company does not meet the Shareholding Requirement under Rule 723 of the Listing Manual, the Offeror and parties acting in concert with the Offeror do not intend to maintain or support any action taken or to be taken to meet the Shareholding Requirement or maintain the present listing status of the Company.

    Accordingly, the Offeror and parties acting in concert with the Offeror do not intend to place out any Shares held by the Offeror and parties acting in concert with the Offeror to members of the public to meet the Shareholding Requirement, and if the Company does not meet the requirements under Rule 723 of the Listing Manual, the SGX-ST may suspend trading of the Shares on the SGX-ST following the close of the Offer. In addition, the Offeror intends to, and hereby reserves its right, to take steps at an appropriate time, whether during or after the Offer, to seek a voluntary delisting of the Company from the SGX-ST, where permitted by, and in accordance with, the relevant requirements of the Listing Manual and the Code.

    If, for any reason, the Company continues to meet the requirements under Rule 723 of the Listing Manual following the close of the Offer, the Company will remain listed, and trading of the Shares will be maintained, on the SGX-ST.

23. PROCEDURES FOR ACCEPTANCE OF THE OFFER

24. The procedures for acceptance of the Offer by a Shareholder are set out in Appendix

25. 2 to the Offer Document and in the accompanying Form of Acceptance and Authorisation for Offer Shares (the "FAA") and/or the Form of Acceptance and Transfer for Offer Shares (the "FAT", and together with the FAA, the "Acceptance Forms"). Shareholders who wish to accept the Offer, or Shareholders who have already accepted the Offer in respect of some but not all of their Offer Shares and