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
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