Koh Wee Meng (The Offeror) made a voluntary conditional cash offer to acquire the remaining 25.3% stake in Fragrance Group Limited (SGX:F31) from Lim Wan Looi and others for approximately SGD 230 million on July 9, 2021. The Offeror will acquire around 1.7 billion shares in Fragrance Group Limited for SGD 0.138 per share in cash. As of July 9, 2021, Lim Wan Looi has provided irrevocable undertaking to tender the aggregate 735 million Fragrance shares representing approximately 10.94%. The Offeror is making the Offer with the intention of privatizing the Fragrance Group Limited. The Offeror does not intend to maintain the present listing status of the Company and, accordingly, does not intend to place out any Fragrance Shares held by the Offeror to members of the public to meet the Free Float Requirement. In addition, the Offeror does not intend to support any action by the Company to meet the Free Float Requirement. The Offeror hereby reserves its right, to take steps at an appropriate time, whether during or after the Offer, to seek a voluntary delisting of the Company from the SGX-ST. If the Offeror receives valid acceptances pursuant to the Offer or acquires Fragrance Shares from the date of the dissemination of the Offer Document (as defined below) otherwise than through valid acceptances of the Offer, in respect of not less than 90 per cent. of the total number of Fragrance Shares in issue as at the close of the Offer (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of dissemination of the Offer Document), the Offeror will be entitled to exercise its right to compulsorily acquire, at the Offer Price, all Fragrance Shares held by Shareholders who have not accepted the Offer. In the event that the Offeror becomes entitled to exercise its right under Section 215(1) of the Companies Act, the Offeror intends to exercise its right to compulsorily acquire all the Fragrance Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST. The Offer will be subject to the Offeror having received, by the close of the Offer, valid acceptances (which have not been withdrawn) in respect of such number of Fragrance Shares which, together with Fragrance Shares acquired or agreed to be acquired before or during the Offer, will result in the Offeror and parties acting in concert with the Offeror holding Fragrance Shares representing not less than 90% of all the Fragrance Shares in issue as at the close of the Offer. The Offer will remain open for acceptances by Shareholders for a period of at least 28 days from the date of posting of the offer document. As on July 12, 2021, the offer become unconditional. On July 30, 2021, offer document was dispatched to shareholders of company. As of August 12, 2021, the total number of Fragrance Shares owned, controlled or agreed to be acquired by the Offeror and the Offeror Concert Parties (including valid acceptances of the Offer) on August 12, 2021 amount to an aggregate of 6.4 billion Fragrance Shares, representing approximately 95.80% of the total number of issued Fragrance Shares. The Offeror has received valid acceptances pursuant to the Offer that bring the holdings owned, controlled or agreed to be acquired by the Offeror to above 90% of the total number of issued Fragrance Shares (excluding treasury shares) and the percentage of Fragrance Shares held by the public on August 12, 2021 is therefore less than the requisite 10% under the Free Float Requirement. As August 13, 2021, Ernst & Young Corporate Finance is of the opinion that the offer is not fair. The Independent Directors have reviewed and considered carefully the terms of the offer and the Independent Directors recommend that shareholders accept the offer. Offer will close on August 27, 2021. As of August 27, 2021, closing of offer was extended till September 10, 2021. The Board of Fragrance Group Limited will, in connection with the Offer, appoint an independent financial adviser in due course to advise the directors of Fragrance Group Limited who are considered independent for the purposes of the Offer. DBS Bank acted as financial advisor to the Offeror in connection with the Offer. Ernst & Young Corporate Finance Pte Ltd. acted as financial advisor to the directors of Fragrance Group Limited. Tricor Barbinder Share Registration Services acted as share registrar and Deloitte & Touche LLP acted as an accountant for Fragrance Group Limited. Savills Valuation And Professional Services (S) Pte Ltd acted as the valuer in the transaction. Koh Wee Meng completed the acquisition of remaining 25.3% stake in Fragrance Group Limited (SGX:F31) from Lim Wan Looi and others on September 10, 2021. Offeror validly after acceptance of offer hold 6.599 billion Fragrance Shares, representing approximately 98.3% of the total number of issued Fragrance Shares. Offeror will be proceeding to compulsorily acquire the Fragrance Shares of the Dissenting Shareholders. Offeror intends to exercise compulsory acquisition on or after October 1, 2021.