EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 199904364E)
to acquire all the issued and paid-up ordinary shares in the capital of
YHM GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 199706776D)
other than those already owned, controlled or agreed to be acquired by
Ezion Holdings Limited and parties acting in concert with it
1. INTRODUCTION
1.1. Transaction. Ezion Holdings Limited (the "Offeror", and together with its subsidiaries, the
"Offeror Group") wishes to announce that it has on 25 October 2012 entered:
a) a subscription agreement (the "Subscription Agreement") with, amongst others, YHM Group Limited (the "Company"), pursuant to which the Offeror shall subscribe for an aggregate of 3,200,000,000 new ordinary shares in the capital of the Company (the "Subscription Shares", and such subscription, the "Subscription"); and
b) an option agreement (the "Option Agreement") with the Company pursuant to which the Offeror shall be granted 3,960,000,000 share options (the "Options", and each, an "Option"), with each Option carrying the right to subscribe for one new ordinary share in the capital of the Company (such grant of Options, the "Option Grant").
Completion of the Subscription (the "Completion") is subject to the satisfaction of the conditions precedent (the "Conditions Precedent") set out in Section 2 of this Announcement.
On Completion, the Subscription Shares to be allotted and issued to the Offeror represents approximately 44.1% of the total issued shares of the Company on a fully diluted basis.1
1
After taking into account: (i) the subscription by Sunshine Capital Group Pte. Ltd. of 555,556,000 new ordinary
shares in the capital of the Company; (ii) the issuance of 166,666,667 new ordinary shares in the capital of the Company to Stone Forest Corporate Advisory Pte Ltd; and (iii) the conversion of an outstanding amount of S$440,000 due to Rising Flame International Limited in respect of a convertible loan into 440,000,000 new ordinary shares in the capital of the Company, pursuant to the Subscription Agreement.