Kingboard Copper Foil : VOLUNTARY UNCONDITIONAL CASH OFFER

VOLUNTARY UNCONDITIONAL CASH OFFER

by

RELIGARE CAPITAL MARKETS CORPORATE FINANCE PTE. LIMITED

(Company Registration No. 200723018H) (Incorporated in the Republic of Singapore)

for and on behalf of

EXCEL FIRST INVESTMENTS LIMITED

卓先投資有限公司

(BVI Company Number 1017021) (Incorporated in the British Virgin Islands)

for all the issued and paid-up ordinary shares in the capital of

KINGBOARD COPPER FOIL HOLDINGS LIMITED

(Company Registration No. 26998) (Incorporated in Bermuda) (Singapore Stock Code: K14)

other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer

OFFER ANNOUNCEMENT

1. INTRODUCTION

   Religare Capital Markets Corporate Finance Pte. Limited ("Religare") announces, for and on behalf of Excel First Investments Limited 卓先投資有限公司 ("Offeror"), that the Offeror

   intends to make a voluntary unconditional cash offer ("Offer") for all the issued and paid-up ordinary shares of a par value of US$0.10 each ("Shares") in the capital of Kingboard Copper Foil Holdings Limited ("Company"), other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer ("Concert Parties" and such Shares, "Offer Shares"), with a view to delist the Company from the Main Board of Singapore Exchange Securities Trading Limited ("SGX-ST").

2. OFFER
3. General

   The Offer will be made on the terms and conditions set out in this Announcement and the offer document to be issued by Religare for and on behalf of the Offeror ("Offer Document"), and in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Singapore Code on Take-overs and Mergers.

4. Offer Price

   The Offer will be made at:

   S$0.40 in cash for each Offer Share ("Offer Price").
5. Offer Shares

   The Offer will be extended to all the Offer Shares. The Offer does not extend to the Shares owned, controlled or agreed to be acquired by the Offeror or its Concert Parties, including the Shares held directly and indirectly by the Offeror and its Concert Parties as at the date hereof ("Announcement Date") as set out in Schedule 1.

6. Rights and Encumbrances

   The Offer Shares will be acquired:

7. fully paid;

8. free from all claims, charges, liens, mortgages, encumbrances, hypothecations, retention of title, power of sale, equity, options, rights of pre-emption, rights of first refusal or other third party rights or interests of any nature whatsoever; and

9. together with all rights, benefits and entitlements attached thereto as at the Announcement Date and hereafter attaching thereto, including the right to receive and retain all dividends, rights, other distributions and return of capital ("Distribution") (if any) which may be announced, declared, paid or made by the Company on or after the Announcement Date.

   If any Distribution is announced, declared, paid or made by the Company on or after the Announcement Date, and the Offeror is not entitled to receive such Distribution in full in respect of any Offer Share tendered in acceptance of the Offer, the Offer Price payable in respect of such Offer Share will be reduced by the amount of such Distribution.

10. Offer Unconditional

    The Offer will not be subject to any conditions and will be unconditional in all respects.

11. Offer Document.

    Further information on the Offer shall be set out in the Offer Document to be issued by Religare for and on behalf of the Offeror.

12. INFORMATION ON THE OFFEROR

    The Offeror is a BVI business company incorporated in the British Virgin Islands on 22 March 2006. Its principal activity is that of investment holding. As at the Announcement Date, the Offeror has issued only 1 share with a par value of US$1.00 per share. As at the Announcement Date, the directors of the Offeror ("Directors") are Mr. Cheung Kwok Wa, Mr. Cheung Kwok Ping and Mr. Cheung Ka Ho.

    The Offeror is a wholly-owned subsidiary of Kingboard Laminates Holdings Limited ("Kingboard Laminates"), which is listed on Stock Exchange of Hong Kong Limited. As at the Announcement Date, the directors of Kingboard Laminates are Mr. Cheung Kwok Wa, Mr. Cheung Kwok Keung, Mr. Cheung Kwok Ping, Mr. Lam Ka Po, Mr. Cheung Ka Ho, Mr. Liu Min, Mr. Zhou Pei Feng, Mr. Lo Ka Leong, Mr. Leung Tai Chiu, Mr. Ip Shu Kwan, Stephen, Mr. Zhang Lu Fu and Mr. Lau Ping Cheung, Kaizer.

    Kingboard Laminates is, in turn, a 72.59% owned subsidiary of Kingboard Chemical Holdings Limited ("Kingboard Chemical"), and also listed on Stock Exchange of Hong Kong Limited. The Kingboard Chemical group has business activities ranging from manufacture and sale of, among others, laminates, printed circuit boards, chemicals, liquid crystal displays and magnetic products, and property development and investment. As at the Announcement Date, the directors of Kingboard Chemical are Mr. Cheung Kwok Wing, Mr. Chang Wing Yiu, Mr. Cheung Kwong Kwan, Mr. Ho Yin Sang, Ms. Cheung Wai Lin, Stephanie, Mr. Cheung Ka Shing, Mr. Chen Maosheng, Dr. Cheng Wai Chee, Christopher, Mr. Cheung Ming Man, Dr. Chong Kin Ki and Mr. Leung Tai Chiu.

    Additional information on Kingboard Laminates and Kingboard Chemical can be found at their websites at http://www.kblaminates.com and http://www.kingboard.com, respectively.

    As at the Announcement Date, the direct and indirect shareholdings of the Offeror and its Concert Parties in the Company are set out in Schedule 1.

13. INFORMATION ON THE COMPANY

    Based on publicly available information, the Company was incorporated in Bermuda on 10 September 1999 and is listed on the Main Board of the SGX-ST. It is an investment holding company, and its subsidiaries are engaged in the manufacture and trading of polyvinyl butyral and related products and licensing business.

    As at the Announcement Date, the directors of the Company are Mr. Lam Ka Po, Mr. Cheung Kwok Ping, Mr. Ho Yin Sang, Mr. Ong Tiong Wee and Mr. Chim Hou Yan.

14. RATIONALE FOR OFFER
15. Intention to Delist and Privatise the Company

    The Offeror intends to make the Offer with a view to delist the Company from the SGX-ST and, ultimately, to privatise the Company.

16. Opportunity for Minority Shareholders to Realise their Investment in the Shares at a Premium

    The Offer Price is at a premium above the historical market prices of the Shares of over the last twelve-month period up to the prior to the Announcement Date. The Offer Price represents an approximately 17.6% premium above the closing price on the last traded day, being 27 February 2017, prior to this Announcement ("Last Traded Day"), and an approximately 28.3%, 32.9%, 39.5% and 49.1% premium above the volume weighted average price ("VWAP") per Share for the one-month, three-month, six-month and 12-month period prior to and including the Last Traded Day, respectively.

    Shareholders who tender their Shares pursuant to the Offer will have an opportunity to realise their investment in the Company for a cash consideration at a premium above the historical market share prices, without incurring any brokerage and other trading costs.

17. Compliance Costs of Maintaining Listing.

    The Company incurs compliance and other related costs associated with maintaining its listing status. The delisting of the Company will eliminate listing related expenses which can be channelled towards its business operations.

18. LISTING STATUS AND COMPULSORY ACQUISITION
19. Delisting

    The Offeror does not intend to preserve the listing status of the Company. Under Rule 1105 of the Listing Manual of the SGX-ST ("Listing Manual"), upon announcement by the Offeror that acceptances have been received that bring the holdings of the Shares owned by the Offeror and its Concert Parties to above 90% of the total number of Shares in issue excluding treasury shares, the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time the SGX-ST is satisfied that at least 10% of the Shares in issue excluding treasury shares are held by at least 500 Shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, if the Offeror succeeds in garnering acceptances exceeding 90% of the total number of Shares in issue excluding treasury Shares, thus causing the percentage of the total number of Shares in issue held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares on the SGX-ST at the close of the Offer.

    Separately, Rule 723 of the Listing Manual requires the Company to ensure that at least 10% of the total number of Shares in issue excluding treasury shares is at all times held by the public ("Free Float Requirement"). Rule 724 of the Listing Manual states that, if the Free Float Requirement is not met, the Company must, as soon as practicable, announce that fact, and the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at least 10%, failing which the Company may be delisted from the SGX-ST.

    In the event that the Company does not meet the Free Float Requirement and the trading of the Shares on the SGX-ST is suspended, the Offeror does not intend to support any action or take any steps to maintain the listing status of the Company or to restore the Free Float Requirement, consistent with its intention to delist the Company from the SGX-ST.
20. Compulsory Acquisition

    The Company is incorporated in Bermuda. Under Section 102 of the Companies Act 1981 of Bermuda ("Bermuda Companies Act"), where an offeror has, within four (4) months after the making of an offer under a scheme or contract:

21. obtained acceptances from shareholders holding not less than 90% in value of the shares in a Bermuda-incorporated company ("Target") whose transfer is involved (other than shares already held, at the date of the offer, by the offeror, the offeror's subsidiaries, and nominees of the offeror or its subsidiaries); and

22. where, at the date of the offer, shares in the Target whose transfer is involved, are already held by the offeror, the offeror's subsidiaries, and nominees of the offeror or its subsidiaries to a value greater than 10% of the total issued shares of the Target, such accepting shareholders also represent not less than 75% in number of the holders of such shares (other than shares already held as at the date of the offer, by the offeror, the offeror's subsidiaries, and nominees of the offeror or its subsidiaries), and further provided that the offeror must have made the offer on the same terms to all holders of the shares whose transfer is involved (other than those already held as aforesaid),

23. ("Approval Threshold"), the offeror may at any time within two (2) months beginning from the date on which the Approval Threshold is achieved, give notice under Section 102(1) of the