UNI-ASIA HOLDINGS LIMITED

Registration No: CR-72229

(Incorporated in the Cayman Islands with limited liability on 17 March 1997)

PROPOSED RESTRUCTURING OF UNI-ASIA HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 86 OF THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS
  1. INTRODUCTION

    1. The board of directors (the "Board") of Uni-Asia Holdings Limited (the "Company" and together with its subsidiaries, the "Uni-Asia Group") wishes to announce that the Company intends to implement a proposed restructuring of the Company (the "Proposed Restructuring") by way of a scheme of arrangement ("Scheme") between the Company and the Scheme Shareholders (as defined in the Scheme and as set out below) under Section 86 of the Companies Law (2016 Revision) of the Cayman Islands ("Companies Law"). The overall objective behind the Proposed Restructuring, together with the Scheme, is to effect a change in the place of incorporation of the vehicle in the group listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST") from the Cayman Islands to Singapore (as further described below). The Proposed Restructuring is intended to enable the establishment of a corporate structure where:

      1. a newly incorporated Singapore investment holding company, Uni-Asia Group Pte. Limited (to be renamed "Uni-Asia Group Limited" on its conversion to public company status) ("NewCo", and together with its subsidiaries following the Proposed Restructuring, the "NewCo Group"), will own 100% of the issued and paid-up share capital of the Company, and become the listed vehicle in place of the Company; and

      2. the Company will cease its function as the listed vehicle within the NewCo Group and continue as the investment holding and operational company carrying out its existing businesses.

        The Company is of the view that the Proposed Restructuring will be able to, inter alia:

        1. effect a change in the place of incorporation of the listed vehicle of the NewCo Group from the Cayman Islands to Singapore. This is in view that as the main area of business of the listed vehicle and its subsidiaries is in Asia (in which Singapore is located), such change in the place of incorporation of the listed vehicle will better facilitate the operations of the listed vehicle and its subsidiaries in Asia;

        2. achieve ease and flexibility for the NewCo Group to acquire new businesses, as well as expand and/or divest existing business segments as and when opportunities arise; and

        3. as a natural consequence of the Proposed Restructuring, by having NewCo (which is an investment holding company with no business operations) as the listed entity on the SGX-ST, ring-fence the listed entity from the NewCo Group's operating entities and direct operational risks (including any possible claims and litigation arising in connection with the NewCo Group's operations and business).

        4. In connection with the Proposed Restructuring, the Board wishes to announce that the Company has today entered into an implementation agreement (the "Implementation Agreement") with NewCo. NewCo will further undertake to the Company and the Court (as defined herein) to be bound by the Scheme and to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable for the purpose of giving effect to and satisfying its obligations under the Scheme.

        5. Under the Scheme, NewCo proposes to acquire all the existing issued ordinary shares of par value of US$1.60 each of the Company ("Shares") held by the shareholders of the Company ("Shareholders") as at a date and time to be determined ("Books Closure Date") by the directors of the Company for the purposes of determining the entitlements of the Shareholders in respect of the Scheme. For the purpose of the Scheme, the "Scheme Shares" comprise all Shares in the Company and the "Scheme Shareholders" will comprise all Shareholders holding Shares as at the Books Closure Date. In consideration for the transfer of the Scheme Shares held by the Scheme Shareholders to NewCo, NewCo will allot and issue to the Scheme Shareholders such number of new ordinary shares of NewCo ("NewCo Shares"), credited as fully paid, on the basis of one (1) new NewCo Share for every one (1) Scheme Share held by each Scheme Shareholder as at the Books Closure Date.

        6. Upon completion of the Proposed Restructuring, the Company will become a wholly-owned subsidiary of NewCo and relinquish its status as a listed company on the Main Board of the SGX-ST. It is intended that following the Proposed Restructuring, the NewCo Shares will be listed and traded on the SGX-ST.

        7. INFORMATION ON THE UNI-ASIA GROUP, THE COMPANY AND NEWCO
          1. The Uni-Asia Group and the Company

            The Company is a Cayman Islands incorporated company limited by shares, whose shares are listed on the Main Board of the SGX-ST. As at the date of this announcement (the "Announcement Date"), there are 46,979,280 Shares in issue (with no treasury shares).

          2. The business of the Uni-Asia Group comprises of three segments, namely (a) shipping (including ship owning and chartering, and the provision of ship-related services such as investment and asset management of ships and ship finance arrangement solutions), (b) property investment and management (including management and advisory services in Japan and Hong Kong), and (c) hotel operations (including development advisory and hotel management services in Japan). The Company's principal activities are finance arrangement, investment holding and investment management.

          3. NewCo

            NewCo was incorporated on 12 January 2017 as a private limited company in Singapore. It is intended that NewCo shall be converted into a public company limited by shares prior to the holding of the Court Meeting (as defined herein). As at the Announcement Date, the issued and paid-up share capital of NewCo is US$1.00, comprising one (1) ordinary share held by Michio Tanamoto as the subscriber shareholder ("Subscriber Shareholder"). As at the Announcement Date, the Subscriber Shareholder is a director of the Company and has, in his personal capacity, a direct interest in 1,040,312 Shares held through The Central Depository (Pte) Limited ("CDP"), representing approximately 2.21% of the total number of issued Shares. Please also refer to paragraph 12.1 of this announcement for further details.

            Subject to the completion of the Proposed Restructuring, the number of issued NewCo Shares will be increased by the number of new NewCo Shares issued pursuant to the Scheme, details of which are set out in paragraph 3 of this announcement.

          4. Upon completion of the Proposed Restructuring, NewCo's principal business activity will be that of investment holding. The Company will become a wholly-owned investment holding and operating subsidiary of NewCo and continue to own and operate its existing businesses.

          5. As at the Announcement Date, NewCo has two (2) directors, being Michio Tanamoto and Lim Kai Ching, who are currently the Chairman and Chief Executive Officer, and the Group Chief Financial Officer, respectively, of the Company. It is currently contemplated that Lim Kai Ching will resign as a director of NewCo and the other existing directors of the Company ("Directors"), being Masaki Fukumori, Ronnie Teo Heng Hock, Rajan Menon, Lee Gee Aik and Wu Kuang-hui, will also be appointed as directors of NewCo on or prior to the date on which the Scheme, if approved, becomes effective in accordance with its terms (the "Effective Date").

          6. THE SCHEME

            1. The Scheme will involve, inter alia, the following:

              1. a transfer of all the Scheme Shares held by the Scheme Shareholders as at the Books Closure Date to NewCo; and

              2. in consideration for the transfer of the Scheme Shares held by the Scheme Shareholders, NewCo will allot and issue to the Scheme Shareholders such number of new NewCo Shares, credited as fully paid, on the basis of one (1) new NewCo Share for every one (1) Scheme Share held by each Scheme Shareholder as at the Books Closure Date.

              3. Pursuant to the Scheme, the Scheme Shares are to be transferred by the Scheme Shareholders to NewCo (a) fully paid; (b) free from any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect ("Encumbrances"); and (c) together with all rights, benefits and entitlements attaching thereto as of the Announcement Date, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the Announcement Date, save for any dividends that may be paid by the Company prior to the Books Closure Date.

              4. The new NewCo Shares shall be allotted and issued by NewCo on the basis of one (1) new NewCo Share for every one (1) Scheme Share held by each Scheme Shareholder as at the Books Closure Date and shall be duly authorised, validly issued, credited as fully paid, free from any Encumbrances, and shall rank pari passu in all respects with one another as well as with the one (1) existing issued NewCo Share held by the Subscriber Shareholder.

                As the Subscriber Shareholder holding the existing one (1) NewCo Share is also a Shareholder, the Subscriber Shareholder has given an undertaking to the Company and NewCo to waive his rights to receive one (1) new NewCo Share out of the total number of new NewCo Shares to be credited to his securities account maintained with CDP upon

                issuance of the new NewCo Shares to the Subscriber Shareholder holding as a depositor through CDP pursuant to the Scheme ("Subscriber Shareholder Undertaking"). In this regard, based on the 1,040,312 Shares held, in his personal capacity, directly through CDP, by the Subscriber Shareholder as at the Announcement Date, 1,040,311 new NewCo Shares will be credited to his securities account maintained with CDP upon issuance of the new NewCo Shares to the Subscriber Shareholder holding as a depositor through CDP pursuant to the Scheme.

              5. The Scheme is subject to, inter alia, the approval of a majority in number of the holders of the Scheme Shares representing not less than 75% in value of the Scheme Shares who are present and voting (either in person or by proxy) at a meeting of the holders of the Scheme Shares to be convened and held pursuant to the directions of the Grand Court of the Cayman Islands ("Court") and any adjournment thereof (the "Court Meeting"), and the Scheme has to be sanctioned by the Court and thereafter the order of the Court sanctioning the Scheme has to be registered by the Registrar of Companies in the Cayman Islands. Once effected, the Scheme and the Proposed Restructuring will be binding on the Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting.

              6. Further information on the Proposed Restructuring and the terms and conditions upon which the Scheme will be implemented will be set out in the document to be despatched by the Company to the Shareholders (the "Scheme Document") in due course.

              7. PROPOSED RESTRUCTURING

                1. The Proposed Restructuring pursuant to the Scheme involves the exchange of new NewCo Shares for Scheme Shares on the basis of one (1) new NewCo Share for every one (1) Scheme Share held by each Scheme Shareholder as at the Books Closure Date. It is purely an internal restructuring exercise undertaken by the Company and NewCo to enable a transfer of the shareholding interests of the Scheme Shareholders in the Company to shareholding interests in NewCo.

                2. As the principal asset of NewCo immediately after the completion of the Proposed Restructuring will only be the Shares, the Proposed Restructuring pursuant to the Scheme will not cause or result in any substantive change in the financial position of the NewCo Group compared to that of the Uni-Asia Group prior to the Proposed Restructuring pursuant to the Scheme. In particular, the Proposed Restructuring does not involve the write-off of any debt of the Company and the aggregate assets and liabilities of the NewCo Group after the completion of the Proposed Restructuring pursuant to the Scheme will be substantially the same as that of the Uni-Asia Group prior to completion of the Proposed Restructuring pursuant to the Scheme.

                3. Upon completion of the Proposed Restructuring pursuant to the Scheme, there will be no substantive change to the corporate structure or business of the NewCo Group as compared to that of the Uni-Asia Group, as it is intended that the Company's listing will be transferred to NewCo, and the NewCo Group will continue to own and operate the existing businesses carried on by the Uni-Asia Group prior to completion of the Proposed Restructuring pursuant to the Scheme.

                4. The Scheme and the Proposed Restructuring will not cause or result in any substantive change in the shareholding composition or shareholding interests of the Shareholders, as the number of shareholders and shareholding composition of NewCo immediately after the

                Uni-Asia Finance Corporation published this content on 23 January 2017 and is solely responsible for the information contained herein.
                Distributed by Public, unedited and unaltered, on 23 January 2017 10:00:04 UTC.

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