SIM LIAN GROUP LIMITED
(Company Registration No. 200004760C)
PROPOSED PLACEMENT OF 50,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF
SIM LIAN GROUP LIMITED
The Board of Directors of Sim Lian Group Limited (the “Company”) wishes to announce that the
Company has on 3 April 2007 entered into a placement and subscription agreement (the “Placement
and Subscription Agreement”) with Sim Lian Holdings Pte Ltd (the “Securities Lender”) and BNP
Paribas Capital (Singapore) Ltd. (the “Placement Agent”) pursuant to which:-
(i) at the request of the Company, the Securities Lender shall lend to the Company 50,000,000
existing ordinary shares in the Company (the “Placement Shares”) currently owned by the
Securities Lender, which represent approximately 9.7% of the Company’s existing issued share
capital, and the Placement Agent shall purchase, and/or procure the purchase of the Placement
Shares at a placement price of S$0.58 per Placement Share (the “Placement”); and
(ii) the Securities Lender shall subscribe for 50,000,000 new ordinary shares in the Company (the
“New Shares”), at a subscription price S$0.58 per New Share (the “Subscription”).
The placement price of S$0.58 per Placement Share is at an approximately 8.1% discount from the
volume weighted average price of S$0.631 for trades done on the Company’s shares on the Official List
of the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) on 2 April 2007,
being the full market day immediately preceding the date on which the Placement and Subscription
Agreement was signed.
The Securities Lender is a company which is held by various members of the Kuik family. The Securities
Lender and its shareholders (collectively referred to as the “Group”) are parties acting in concert within
the meaning of the Singapore Code on Take-over and Mergers. The Group currently holds 430,650,260
ordinary shares in the capital of the Company, representing approximately 83.15% of the existing issued
share capital of the Company. Subsequent to the Subscription and the Placement, the Group will hold
430,650,260 ordinary shares in the capital of the Company, representing approximately 75.83% of the
enlarged issued share capital of the Company.
The New Shares, when allotted and issued, will rank pari passu in all respects with the existing ordinary
shares of the Company, except that they will not rank for any dividends, rights, allotments or other
distributions that may be declared or paid, the record date for which falls before the date of issue of the
New Shares. The completion of the Subscription is conditional upon, inter alia, (a) approval in-principle
from the SGX-ST for the listing and quotation of the New Shares on the Official List of the Main Board of
the SGX-ST being obtained from the SGX-ST; and (b) the issue and subscription of the New Shares not
being prohibited by any statute, order, rule, regulation, directive or request promulgated or issued after
the date of the Placement and Subscription Agreement by any legislative, executive or regulatory body
or authority of Singapore which is applicable to the Company or the Securities Lender.
At the Annual General Meeting of the Company held on 26 October 2006, approval was obtained from
the shareholders of the Company to authorise the Directors pursuant to Section 161 of the Companies
Act (Cap 50) and the Listing Manual of the SGX-ST, to allot and issue new shares in the Company at
any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be
allotted and issued pursuant to the resolution does not exceed 50% of the issued share capital of the
Company at the time the said approval was obtained, of which the aggregate number of shares to be
issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed 20% of
the issued share capital of the Company at the time the said approval was obtained and that such
authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the
date on which the next Annual General Meeting is held or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is the earlier.
The net proceeds from the Subscription, after deducting estimated expenses, is estimated to be
approximately S$28,300,000. The Company intends to use the net proceeds from the Placement for the
Group’s general working capital for purposes of its integrated property and construction business.
Pending the deployment of the net proceeds for the purposes mentioned above, the net proceeds may
be placed as deposits with financial institutions or invested in short-term money markets or debt
instruments or for any other purposes on a short-term basis as the Directors may deem fit.
As at the date of this announcement, the issued and paid-up share capital of the Company is
S$35,068,735 comprising 517,889,140 ordinary shares (the “Shares”). When completed, the
Subscription will increase the existing issued and paid-up share capital of the Company to S$63,368,735
comprising 567,889,140 Shares. Based on the audited financial statements of the Company and the
Group as at 30 June 2006, the net tangible assets per Share after adjusting for the issue of the New
Shares and assuming the bonus issue which was announced on 24 August 2006 was completed as at
30 June 2006, will increase from Singapore cents 9.8 to Singapore cents 13.9 (for the Company) and
from Singapore cents 18.3 to Singapore cents 21.6 (for the Group).
The Placement Agent has represented and undertaken to the Company and the Securities Lender in the
Placement and Subscription Agreement that they will, inter alia, not offer the Placement Shares for sale
to, or procure the purchase of or make an invitation for the Placement Shares to or by, any person who
is a director or substantial shareholder of the Company or other persons specified in Rule 812(1) of the
Listing Manual of the SGX-ST.
The Offer Information Statement dated 3 April 2007 issued by the Company pursuant to Section 277 of
Division 3 of Part XII of the Securities and Futures Act (Chapter 289) and which complies as to form and
content with the Sixteen Schedule of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005, has been lodged with the Monetary Authority of Singapore today.
Save as aforesaid and apart from the Securities Lender, who is a substantial shareholder of the
Company, none of the directors or substantial shareholders of the Company has any interest, direct or
indirect in the Subscription and/or the Placement.
By Order of the Board
Sim Lian Group Limited
Ang Lay Hua
Company Secretary
3 April 2007
