Offer Annt (draft) (2014 02 15)v3d cln

VOLUNTARY CONDITIONAL CASH OFFER
By
LPW INVESTMENTS PTE. LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number 201403207M)
To acquire all the issued and paid-up ordinary shares in the capital of
COMMUNICATION DESIGN INTERNATIONAL LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number 199505053Z)
OFFER ANNOUNCEMENT
1. INTRODUCTION
We wish to announce that we intend to make a voluntary conditional cash offer (Offer) for
all the issued and paid-up ordinary shares (Shares) in the capital of Communication Design
International Ltd. (Company), including all the Shares owned, controlled or agreed to be
acquired by the us or parties acting in concert with us (Offeror Concert Group) (Offer
Shares), conditional upon an acceptance level of 50.0% of the Offer Shares.
2. OFFER
The Offer is made for all the Offer Shares, in accordance with section 139 of the Securities
and Futures Act (Chapter 289) of Singapore and Rule 15 of the Singapore Code on Takeovers and Mergers (Code), and subject to the terms and conditions set out in the formal
offer document (Offer Document) to be issued by us in relation to the Offer.
The Offer is made on the following basis:
For each Offer Share: S$0.085 in cash (Offer Price).
We do not intend to revise the Offer Price.
The Offer will be conditional upon us receiving, by the close of the Offer (Closing Date),
valid acceptances in respect of such number of Offer Shares which will result in us holding
not less than 50.0% of the Offer Shares as at the Closing Date. Accordingly, the Offer will not
become or be capable of being declared unconditional as to acceptances, unless at any time
prior to the close of the Offer, we have received valid acceptances in respect of at least 50.0%
of the Offer Shares. Save as provided in this paragraph and as may be imposed by the
Singapore Exchange Securities Trading Limited (SGX-ST) or the Securities Industry
Council, the Offer is unconditional in all other respects.
The Offer Shares will be acquired (a) fully-paid, (b) free from all charges, liens, pledges and
other encumbrances, and (c) together with all rights, benefits and entitlements attached
thereto as at the date of the joint announcement (Announcement) to be made by ourselves
and the Company on the Offer (Announcement Date), and hereafter attaching thereto
(including the right to receive all dividends, rights and other distributions (if any) which may
be declared, paid or made thereon by the Company on or after the Announcement Date). If
any dividend, other distribution or return of capital is declared, made or paid on or after the
Announcement Date, we reserve the right to reduce the Offer Price by the amount of such
dividend, distribution or return of capital.
3. RATIONALE FOR THE OFFER AND INTENTIONS FOR THE COMPANY
We view the management of the Company as one with stable operating history, and we
envisage that the Company will continue in its present operating form after the Offeror. We
do not intend to make changes to the management team of the Company. In particular, save
as disclosed by the Company previously through its announcements on SGXNET, we
currently have no plans for any material changes to (a) the business of the Company, (b) the
deployment of fixed assets of the Company, or (c) the employment of the employees of the
Company and of its subsidiaries, other than in the ordinary course of business.
Nonetheless, we retain the flexibility at any time to consider any options or opportunities
which may present themselves and which we regard to be in our interests, or the interests of
the Company. Following the close of the Offer, we will also continue to monitor the financial
performance of the Company on a regular basis and identify areas in which its strategic
direction and value can be enhanced. Such initiatives may include but are not limited to
further acquisitions or strategic investments.
Listing Status
Pursuant to Rule 723 of the Section B: Rules of Catalist of the Listing Manual (Catalist
Rules), an issuer must ensure that at least 10% of the total number of issued shares
excluding treasury shares (excluding preference shares and convertible equity securities) in a
class that is listed is at all times held by the public. Pursuant to Rule 1104 of the Catalist
Rules, where a takeover offer is made for the securities of an issuer, upon the announcement
by the offeror that acceptances have been received that bring the holdings owned by it and its
concert parties to above 90% of the total number of issued shares excluding treasury shares,
the SGX-ST may suspend the trading of such securities until it is satisfied that at least 10% of
the total number of issued shares excluding treasury shares are held by at least 200
shareholders who are members of the public. Pursuant to Rule 1303 of the Catalist Rules, in
a takeover situation, where the offeror succeeds in garnering acceptances exceeding 90% of
the issuer’s total number of issued shares excluding treasury shares, thus causing the
percentage of an issuer’s total number of issued shares excluding treasury shares held in
public hands to fall below 10%, the SGX-ST will suspend trading of the listed securities of the
issuer only at the close of the takeover offer.
As we intend to preserve the listing status of the Company on the SGX-ST, we reserve the
right to take appropriate actions to comply with Rule 723 and 1104 of the Catalist Rules,
including but not limited to carrying out a placement of Shares such that at least 10% of the
total number of Shares (excluding treasury shares) are held by at least 200 Shareholders who
are members of the public, should the need arise. For the avoidance of doubt, we will take
such actions only if acceptances have been received to cause our shareholdings to exceed
90% of the total number of Shares (excluding treasury shares).
Compulsory acquisition
Pursuant to section 215(1) of the Companies Act (Chapter 50) of Singapore (Companies
Act), in the event that we receive valid acceptances pursuant to the Offer in respect of not
less than 90% of the total number of Shares (other than those Shares already held by us, our
related corporations or our respective nominees as at the date of the Offer and excluding
treasury shares), we will be entitled to compulsorily acquire all the Offer Shares of
Shareholders who have not accepted the Offer on the same terms as those offered under the
Offer. As we intend to preserve the listing status of the Company, we do not intend to
exercise any rights of compulsory acquisition we may have under section 215(1) of the
Companies Act.
Dissenting Shareholders have the right under section 215(3) of the Companies Act to require
us to acquire their Offer Shares in the event that we, our related corporations or our
respective nominees acquire, pursuant to the Offer, such number of Offer Shares which,
together with the Shares held by us, our related corporations or our respective nominees,
comprise 90% or more of the total number of Shares (excluding treasury shares). Dissenting
Shareholders who wish to exercise such right are advised to seek their own independent legal
advice.
4. IRREVOCABLE UNDERTAKINGS
As at the date of this Announcement, we have received irrevocable undertakings dated 13
February 2014 from certain shareholders of the Company who are unrelated to the Offeror
Concert Group, namely, Quah Tzy Ming Andrew, Bay Cheow Guan David and Teo Geok Lin
(Irrevocable Undertakings), to, inter alia, accept the Offer and sell 25,330,000,
13,905,980 and 3,527,320 Shares held by each of them respectively to us pursuant to the
Offer. Bay Cheow Guan David has also undertaken to retain the remaining 40,981,900
Shares held by him in the Company.
5. INFORMATION ON LPW INVESTMENTS PTE. LTD.
We are incorporated in Singapore and are principally engaged in the activities of an
investment holding company.
Our present directors are Lim Chuan Lam, Ng Hong Whee and Zheng Jiabin (collectively,
the Directors).
As at the date of this Announcement, we have an issued and paid up share capital of S$1.00,
comprising one ordinary share, held by Lim Chuan Lam.
As at the date of this Announcement, we do not hold any Shares in the Company.
6. INFORMATION ON THE COMPANY
The information set out below has been extracted from publicly available information.
The Company is incorporated in Singapore and listed on the Catalist board of the SGX-ST. It
is headquartered in Singapore and is an international outsourced marketing and
communications company that offers extensive project management services including
interior fit-out for retail stores, museums and corporate offices, international event
management as well as the design, planning and construction of exhibition stands. The
Company and its subsidiaries have offices in Singapore, United Kingdom, United States of
America, Germany, China and India.
As at the date of this Announcement, the Company has an issued and paid-up share capital
of $12,620,932, comprising 174,333,000 Shares. It does not have any outstanding options,
rights, warrants or other instruments convertible into, exercisable for or redeemable with,
any Shares. It also does not have any treasury shares.
The directors of the Company are Robert Walter Dell (Executive Chairman), Bay Cheow
Guan David (President and Chief Executive Officer), Robin Chin Sin Beng (Independent
Director), Tan Chin Tiong (Independent Director), and Pao Kiew Tee (Independent
Director).
7. FINANCIAL EVALUATION OF THE OFFER
The table below sets out the premium/discount the Offer Price represents over the historical
market prices of the Shares over various periods.
Share Price
Last transacted price of
the Shares on the SGXST on 17 February 2014,
being the last market day
on which the Shares were
traded prior to this
Announcement
(Last
Traded Day)
Volume-weighted
average price of the
Shares (VWAP) for the
one-month period prior
and up to the Last
Traded Day
VWAP for the threemonth period prior and
up to the Last Traded
Day
VWAP for the six-month
period prior and up to
the Last Traded Day
VWAP for the 12-month
period prior and up to
the Last Traded Day
Source: Bloomberg L.P.
8. DISCLOSURES
COMPANY
ON
$0.083
Premium/(Discount)
of Offer Price over
Share Price
$0.002
$0.085
-
$0.085
-
$0.084
$0.001
$0.084
$0.001
SHAREHOLDINGS
AND
DEALINGS
IN
THE
Shareholdings
None of the Offeror Concert Group owns or controls any Shares or securities which carry
voting rights in the Company or are convertible into Shares or securities which carry voting
rights in the Company, or rights to subscribe for, or options in respect of, such Shares or
securities (Company Securities). None of the Offeror Concert Group has (a) granted a
security interest to another person, whether through a charge, pledge or otherwise, (b)
borrowed from another person (excluding borrowed securities which have been on-lent or
sold), or (c) lent to another person any Company Securities.
Dealings
None of the Offeror Concert Group has dealt for value in Company Securities during the
period commencing three (3) months prior to the date of this Announcement and ending on
the day immediately prior to the date of this Announcement, or save as disclosed in this
Announcement, has received an irrevocable undertaking from any party to accept the Offer.
9. CONFIRMATION OF FINANCIAL RESOURCES
CIMB Bank Berhad, Singapore Branch, has confirmed that sufficient financial resources are
available to us to satisfy in full all acceptances of the Offer on the basis of the Offer Price.
10. OFFER DOCUMENT
The Offer Document, setting out the terms and conditions of the Offer and enclosing the
relevant form(s) of acceptance of the Offer will be despatched to holders of the Offer Shares
not earlier than 14 days and not later than 21 days from the date of this Announcement.
11. OVERSEAS SHAREHOLDERS
This Announcement does not constitute an offer to sell or a solicitation of an offer to
subscribe for or buy any securities, nor is it a solicitation of any approval in any jurisdiction,
nor shall there be any sale, issuance or transfer of the securities referred to in this
Announcement in any jurisdiction in contravention of applicable laws and regulations.
The Offer will be made solely on the terms contained in the Offer Document and the relevant
form(s) of acceptance accompanying the Offer Document. For the avoidance of doubt, the
Offer is open to all Shareholders holding Offer Shares, including those to whom the Offer
Document and relevant form(s) of acceptance may not have been sent. The availability of the
Offer to Shareholders whose addresses are outside Singapore as shown in the register of
members of the Company or in the records of The Central Depository (Pte) Limited (as the
case may be) (Overseas Shareholders) may be affected by the laws of the relevant
overseas jurisdictions. Accordingly, Overseas Shareholders should inform themselves about
and observe any applicable legal and regulatory requirements. Further details in relation to
Overseas Shareholders will be set out in the Offer Document.
Where there are potential restrictions on sending the Offer Document and the relevant
form(s) of acceptance to any overseas jurisdiction, we reserve the right not to send the Offer
Document and the relevant form(s) of acceptance to such overseas jurisdiction.
12. RESPONSIBILITY STATEMENT
The Directors have taken all reasonable care to ensure that the facts stated and all opinions
expressed in this Announcement are fair and accurate and that no material facts have been
omitted from this Announcement which would make any statement in this Announcement
misleading, and each of the Directors accepts responsibility accordingly. Where any
information has been extracted from published or publicly available sources (including,
without limitation, information in relation to the Company) or obtained from the Company,
the sole responsibility of the Directors has been to ensure through reasonable enquiries that
such information has been accurately and correctly extracted from such sources or, as the
case may be, accurately reflected or reproduced in this Announcement in its proper form and
context.
By order of the board of directors
LPW Investments Pte. Ltd.
Lim Chuan Lam
Director
18 February 2014

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