KLW

The recent corporate announcements of placement, proposed rights issue and proposed acquisition sounds as if the intention is to take over Wah Loon. Wah Loon probably demanded cash up front for the initial 30% stake and interestingly, the proceeds of the placement and proposed rights issue total up to just about this amount of $60 mil. The remaining 70% will cost $140 mil and will be finalised later in a combination of cash and shares.

As no financial details is given for the Wah Loon group, it is difficult to analyse any further. Suffice it is to say that at the end of the placement and proposed rights issue, the listed company may only own a minority stake of the unlisted company, Wah Loon. 

www.wahloon.com/index.html

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ENTRY INTO NON-BINDING TERM SHEET RELATING TO THE PROPOSED
ACQUISITION OF EQUITY INTEREST IN WAH LOON GROUP


The Company wishes to announce that the Company has entered into a non-binding
term sheet dated 15 November 2013 with Mr. Alan Chong Sin Kiong (as vendors for
himself and on behalf of others) in relation to a proposed acquisition by the Company of
(i) at least 30% equity interest in Wah Loon Engineering Pte Ltd (“Wah Loon”) and
certain of its subsidiaries (“Initial Share Acquisition”); and (ii) either by the Company
itself and/or in collaboration with other third parties to acquire the remaining 70% equity
interest in Wah Loon (“Subsequent Share Acquisition”, and collectively with the Initial
Share Acquisition, the “Proposed Acquisition”). The Initial Share Acquisition and the
Subsequent Share Acquisition are inter-conditional.

The consideration for the Initial Share Acquisition is S$60 million to be paid in cash. The
consideration for the Subsequent Share Acquisition is S$140 million and parties are to
agree and finalise the terms of payment which may be a combination of cash and/or
ordinary shares in the Company (if applicable).

The definitive terms of the Proposed Acquisition are still being negotiated and subject to,
inter alia, due diligence, fund raising by the Company, execution of definitive
agreements (“Definitive Agreement”) as well as shareholders’ and regulatory
approvals.

As of the date hereof, none of the Directors and to the best of the Directors’ knowledge,
none of the controlling shareholders of the Company or their respective associates has
any interest, direct or indirect, in the Proposed Acquisition, other than arising from their
respective shareholdings in the Company, if any.

As at the date of this announcement, no Definitive Agreement has been executed in
relation to the Proposed Acquisition and accordingly, there can be no assurance that the
Proposed Acquisition will materialise. Shareholders of the Company and potential
investors should exercise caution when trading in the shares of the Company, and where
in doubt as to the action they should take, they should consult their financial, tax and
other advisers.

The Company will make further announcements as and when there are material
developments on the Proposed Acquisition and disclose further details of the Proposed
Acquisition as required under Chapter 10 of the Listing Manual Section B: Rules of
Catalist of the SGX-ST upon execution of the Definitive Agreement.

By order of the Board

KLW Holdings Limited


infopub.sgx.com/FileOpen/PROPOSEDPLACEMENTANDRIGHTSISSUE151113.ashx?App=Announcement&FileID=264752
infopub.sgx.com/FileOpen/TERMSHEETWAHLOON151113.ashx?App=Announcement&FileID=264753
infopub.sgx.com/FileOpen/MEDIARELEASE.ashx?App=Announcement&FileID=264765