LISTING STATUS

As stated by the Offeror in the Offer Document, it is the intention of the Offeror to privatise the Company and delist the Company from the SGX-ST, should the option be available to the Offeror. As set out in paragraph 2.3 of the Loss of Public Float Announcement, pursuant to Rule 724(2) of the Listing Manual, the Company may be removed from the official list of the SGX-ST if it fails to raise the percentage of Shares in public hands to at least 10% within a period of three (3) months (or such longer period as the SGX-ST may agree). In the regulatory  announcement titled &ldquo SGX RegCo issues response to queries on offer for Boustead Projects&rdquo   dated 22 March 2023, the Singapore Exchange Regulation Pte. Ltd. (&ldquo SGX RegCo&rdquo ) has further  stated if free float is lost during an offer and the offeree company fails to restore the free float, SGX RegCo may direct the offeree company to delist and provide an exit offer in compliance with the Listing Manual on delisting. The independent financial adviser must opine that the exit offer is both fair and reasonable.

As set out in the Responses to SGX-ST Queries Announcement, the conditions under Rule 1309 of the Listing Manual cannot be fulfilled given that the IFA has opined that the Offer is not fair but reasonable. There are limited options available to the Board to restore the free float in the Shares to at least 10%, which are, namely, to request the Offeror to sell down its Shares, or for the Company to issue new Shares to public shareholders. Any proposal which involves the sell-down of the Offeror&rsquo s shareholding in the  Company in order to increase the free float  would be contrary to the Offeror&rsquo s stated  intentions. Any proposal involving the issue of new Shares will require the Offeror to vote in favour of the relevant resolutions, and this is not within the control of the Company or the Board. It also requires the Company to find investors who are prepared to subscribe for new Shares in the Company, in circumstances where it is clear that the Offeror intends to privatise the Company.

 

Boustead Projects AVM -0.52% will be delisted after its offeror, Boustead Singapore F9D 0.00% , has received valid acceptances of around 90.69% of the total number of shares in the former on March 17.

 

With less than 10% of Boustead Project&rsquo s shares now held by the public, Boustead Singapore will proceed with its intention to privatise and delist the company from the SGX-ST.

 

Trading of shares in Boustead Projects has been suspended.

 

Boustead Singapore, on Feb 6, launched a voluntary unconditional offer for all the shares it did not own in Boustead Projects at 90 cents apiece.

 

The offer was revised to 95 cents per share on Feb 22.

 

In the offer document, Boustead Singapore said that it had no intention to try and lift any trading suspension by the SGX-ST. The offer document adds that the offeror &ldquo will not be able to avail itself of the powers of compulsory acquisition under Section 215(1) of the Companies Act following the completion of the offer&rdquo .

 

The offer&rsquo s deadline remains the same it will close at 5.30pm on March 27.