MANDATORY UNCONDITIONAL CASH OFFER by J.P. MORGAN

MANDATORY UNCONDITIONAL CASH OFFER
by
J.P. MORGAN (S.E.A.) LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 198500154W)
for and on behalf of
EUN HOLDINGS, LLP
(Formed in Delaware, the United States of America)
to acquire all the issued ordinary shares (excluding treasury shares) in the capital of
EUNETWORKS GROUP LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 199905625E)
other than those already owned, controlled or agreed to be acquired by EUN Holdings, LLP and parties
acting in concert with it
DEALINGS DISCLOSURE ANNOUNCEMENT
1.
INTRODUCTION
1.1
J.P. Morgan (S.E.A.) Limited (“JPMSEAL”) refers to the following:
1.1.1 the announcement (the “Offer Announcement”) dated 17 November 2014 made by
JPMSEAL, for and on behalf of EUN Holdings, LLP (the “Offeror”), in relation to the
mandatory unconditional cash offer (the “Offer”) made by JPMSEAL, for and on behalf of the
Offeror, for all the issued ordinary shares (the “Shares”) in the capital of euNetworks Group
Limited (the “Company”) (excluding treasury shares), other than those already owned,
controlled or agreed to be acquired by the Offeror and parties acting in concert with it as at
the date of the Offer; and
1.1.2 the offer document (the “Offer Document”) dated 1 December 2014 in relation to the Offer.
1.2
All capitalised terms not defined this Announcement shall have the same meaning as used in the
Offer Document.
2.
DEALINGS
2.1
Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers, JPMSEAL, as financial
adviser to the Offeror, wishes to announce, for and on behalf of the Offeror, that the following
dealings in the Shares were made on 19 December 2014:
(a) Name
Offeror
(b) Total number of Shares acquired by the Offeror by way of
market purchases
58,000
(c) Price paid per Share (excluding brokerage fee, clearing fee and
other applicable tax)
(d) Percentage of total number of Shares
Shares acquired
1
represented by the
S$1.16
0.013%
3.
LEVEL OF ACCEPTANCES AND RESULTANT SHAREHOLDINGS
3.1
Shares held before the Offer Announcement. As at the date of the Offer Announcement, the
Offeror and parties acting in concert with it owned, controlled or agreed to acquire 247,596,973
Shares representing approximately 56.59% of the total number of Shares.
3.2
Acceptances of the Offer. As at 5.00 p.m. (Singapore time) on 19 December 2014, the Offeror
has received valid acceptances in respect of 5,853,785 Shares, representing approximately 1.34%
of the total number of Shares.
3.3
Shares acquired or agreed to be acquired after the date of the Offer Announcement and up
to 5.00 p.m. (Singapore time) on 19 December 2014 (other than pursuant to valid
acceptances of the Offer). Following the date of the Offer Announcement and up to 5.00 p.m.
(Singapore time) on 19 December 2014, the Offeror and parties acting in concert with it have
acquired or agreed to acquire an aggregate of 11,296,000 Shares, representing approximately
2.58% of the total number of Shares
3.4
Resultant shareholding of Shares as at 5.00 p.m. (Singapore time) on 19 December 2014.
Accordingly, as at 5.00 p.m. (Singapore time) on 19 December 2014, the Offeror and parties acting
in concert with it owned, controlled or agreed to acquire 264,746,758 Shares, representing
approximately 60.51% of the total number of Shares.
4.
RESPONSIBILITY STATEMENT
4.1
The individuals who are the managers of the Offeror (including those who may have delegated
detailed supervision 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 no material
facts have been omitted from this Announcement, and they jointly and severally accept
responsibility accordingly. Where any information has been extracted or reproduced from published
or otherwise publicly available sources (including, without limitation, information relating to the
Company and its subsidiaries and associated companies), the sole responsibility of such
individuals has been to ensure, through reasonable enquiries, that such information is accurately
and correctly extracted from such sources or, as the case may be, accurately reflected or
reproduced in this Announcement.
4.2
The individuals who are the managers of Columbia EUN Partners V, LLC (including those who may
have delegated detailed supervision 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 no material facts have been omitted from this Announcement, and accepts responsibility
accordingly. Where any information has been extracted or reproduced from published or otherwise
publicly available sources (including, without limitation, information relating to the Company and its
subsidiaries and associated companies), the sole responsibility of such individuals has been to
ensure, through reasonable enquiries, that such information is accurately and correctly extracted
1
In this Announcement, for the purposes of computation, the total number of Shares is 437,517,419 (excluding treasury shares)
based on the annual report of the Company for the financial year ended 31 December 2013.
from such sources or, as the case may be, accurately reflected or reproduced in this
Announcement.
4.3
The individuals who are the managers of EUN Partners V, LLC (including those who may have
delegated detailed supervision 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 no material facts have been omitted from this Announcement, and accepts responsibility
accordingly. Where any information has been extracted or reproduced from published or otherwise
publicly available sources (including, without limitation, information relating to the Company and its
subsidiaries and associated companies), the sole responsibility of such individuals has been to
ensure, through reasonable enquiries, that such information is accurately and correctly extracted
from such sources or, as the case may be, accurately reflected or reproduced in this
Announcement.
Issued by
J.P. Morgan (S.E.A.) Limited
For and on behalf of
EUN Holdings, LLP
22 December 2014
Singapore