General Announcement::Voluntary Unconditional Offer – Exercise of Right of CA

VOLUNTARY UNCONDITIONAL OFFER

by

PRICEWATERHOUSECOOPERS CORPORATE FINANCE PTE LTD

(Firm Registration No.: 197501605H)

(Included within the Republic of Singapore)

for and on behalf of

AEM SINGAPORE PTE. LTD.

(Firm Registration No.: 199200362M)

(Included within the Republic of Singapore)

to amass all of the issued and paid-up abnormal shares within the capital of

CEI LIMITED

(Firm Registration No.: 199905114H)

(Included within the Republic of Singapore)

EXERCISE OF RIGHT OF COMPULSORY ACQUISITION OF SHARES IN CEI LIMITED

1. INTRODUCTION

PricewaterhouseCoopers Company Finance Pte Ltd (“PwC CF“) refers to:

1. the supply doc dated 3 March 2021 (the “Provide Doc“) in relation to the voluntary conditional supply (the “Provide“) by PwC CF, for and on behalf of AEM Singapore Pte. Ltd. (the “Offeror“), to amass all of the issued and paid-up abnormal shares (excluding any shares held in treasury) (the “Shares“) within the capital of CEI Restricted (the
   “Firm“) aside from these already held by the Offeror as on the date of the Provide in accordance with Rule 15 of The Singapore Code on Take-overs and Mergers;
2. the announcement dated 23 April 2021 by PwC CF, for and on behalf of the Offeror, asserting, inter alia, that lower than 10 per cent. of the full variety of issued Shares (excluding treasury shares) is held by the general public and that the Offeror intends to train its proper of obligatory acquisition below Part 215(1) of the Corporations Act, Chapter
   50 of Singapore (the “Corporations Act“) to compulsorily purchase all of the Shares of
   Shareholders who haven’t accepted the Provide;
3. the announcement dated 26 April 2021 by PwC CF, for and on behalf of the Offeror, that the Provide had closed at 5.30 p.m. (Singapore time) on 26 April 2021; and
4. the letter dated 28 Might 2021 from the Offeror to the Shareholders (the “Letter“) in relation to the intention of the Offeror to train its proper of obligatory acquisition below Part 215(1) of the Corporations Act, to compulsorily purchase all of the Shares held by Shareholders who haven’t validly accepted the Provide (the “Dissenting Shareholders“) at a consideration of S$1.15 for every Share (the “Consideration“) and on the identical phrases as these provided below the Provide (the “Obligatory Acquisition“) and the related notices within the prescribed varieties in relation to Part 215(1) and

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Part 215(3) of the Corporations Act.

Until in any other case outlined, capitalised phrases on this Announcement shall bear the identical that means as set out within the Provide Doc.

2. EXERCISE OF RIGHT OF COMPULSORY ACQUISITION UNDER SECTION 215(1) OF THE COMPANIES ACT

1. Train of Proper of Obligatory Acquisition. PwC CF needs to announce, for and on behalf of the Offeror, that the Offeror has exercised its proper of Obligatory Acquisition at the moment to amass the Shares of the Dissenting Shareholders.
2. Registration of Switch. On or after the date of this Announcement, the Offeror will, inter alia, pay, allot or switch to the Firm the Consideration for the Shares that it’s buying from the Dissenting Shareholders (the “Acquired Shares“). Upon, inter alia, cost, allotment or switch of the Consideration to the Firm as aforesaid, the Firm will trigger all of the Acquired Shares to be transferred to the Offeror and can register the Offeror because the holder of the Acquired Shares as quickly as practicable. The money portion of the Consideration shall be credited by the Firm right into a separate checking account, and such sum and (if the Dissenting Shareholder elects to obtain both of the Money Shares Consideration Choices) the New AEM Holdings Shares shall be held by the Firm on belief for the related Dissenting Shareholders in accordance with paragraph 2.3 beneath.
3. Settlement. Topic to and in accordance with the provisions of Part 215(1) of the Corporations Act and the phrases set out in Kind 57, as quickly as practicable after the date of this Announcement:
4. 1. if the Dissenting Shareholder has elected to obtain the Money Consideration for all of his/her/its Shares, funds for the suitable quantities shall be credited immediately into the Dissenting Shareholder’s designated checking account for Singapore {Dollars} by way of CDP’s Direct Crediting Service (“DCS“) (or, if the Dissenting Shareholder’s Shares are held in scrip kind, the Dissenting Shareholder’s designated brokers or, within the case of joint accepting
      Shareholders who haven’t designated any agent, to the one first-named within the Register, because the case could also be, or if the Dissenting Shareholder has not subscribed to CDP’s DCS, such cost shall be mirrored within the Dissenting Shareholder’s CDP statements and as soon as the Dissenting Shareholder’s DCS is about up, all money balances shall be credited into the Dissenting Shareholder’s designated checking account), or in such different method because the Dissenting Shareholder could have agreed with CDP for the cost of any money distributions; and
   2. if the Dissenting Shareholder has elected to obtain the 85/15 Money Shares Consideration or the 70/30 Money Shares Consideration for all of his/her/its Shares by submitting a duly accomplished Type of Election and Authorisation to the Offeror on or earlier than the time specified within the Letter, CDP will ship (A) a notification letter stating the variety of Shares debited from the Dissenting Shareholder’s Securities Account and the variety of New AEM Holdings Shares which have been credited to the Dissenting Shareholder’s Securities Account, by abnormal submit to the Dissenting Shareholder’s tackle because it seems within the information of CDP (or in such different method because the Dissenting Shareholder could have agreed with CDP for the cost of any money distribution), and (B) cost for the money element of the 85/15 Money Shares Consideration or the 70/30 Money Shares
      Consideration (because the case could also be) which shall be credited into the Dissenting Shareholder’s

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designated checking account for Singapore {Dollars} by way of CDP’s DCS for the suitable quantity (or, if the Dissenting Shareholder has not subscribed to CDP’s DCS, such cost shall be mirrored within the Dissenting Shareholder’s CDP statements and as soon as the Dissenting Shareholder’s DCS is about up, all money balances shall be credited into the Dissenting Shareholder’s designated checking account).

2.4 Delisting. Following the completion of the Obligatory Acquisition, the Firm will change into a wholly-owned subsidiary of the Offeror and shall be delisted from the Official Record of the SGX- ST. The date and time of such delisting is predicted to be introduced by the Firm sooner or later.

Issued by

PricewaterhouseCoopers Company Finance Pte Ltd

For and on behalf of

AEM Singapore Pte. Ltd.

30 June 2021

Any enquiries regarding this Announcement or the Provide ought to be directed throughout workplace hours to the next:

PricewaterhouseCoopers Company Finance Pte Ltd +65 6592 4719

IMPORTANT NOTICE

All statements aside from statements of historic details included on this Announcement are or could also be forward-looking statements. Ahead-looking statements embody however should not restricted to these utilizing phrases similar to “anticipate”, “anticipate”, “consider”, “intend”, “undertaking”, “plan”, “technique”, “forecast” and comparable expressions or future or conditional verbs similar to “will”, “would”, “ought to”, “might”, “could” and “may”. These statements replicate the present expectations, beliefs, hopes, intentions or methods of the occasion making the statements relating to the long run and assumptions in gentle of at the moment out there data. Such forward-looking statements should not ensures of future efficiency or occasions and contain identified and unknown dangers and uncertainties. Accordingly, precise outcomes or outcomes could differ materially from these described in such forward-looking statements. Shareholders and buyers shouldn’t place undue reliance on such forward-looking statements, and neither the Offeror, AEM Holdings nor PwC CF undertakes any obligation to replace publicly or revise any forward-looking statements, topic to compliance with all relevant legal guidelines and rules and/or guidelines of the SGX-ST and/or another regulatory or supervisory physique or company.

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Disclaimer

AEM Holdings Ltd. revealed this content material on 30 June 2021 and is solely chargeable for the data contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 11:30:05 UTC.