Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim made an offer to acquire Hupsteel Limited (SGX:BMH) for approximately SGD 150 million on June 28, 2019. Lim Beo Peng is the Deputy Managing Director, Lim Boh Chuan is the Chief Executive Officer and Managing Director and Lim Kim Thor is the Executive Director of Hupsteel Limited. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim will acquire the shares at SGD 1.2 per share in cash. The offer price is final and Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim do not intend to revise the offer price. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim will tender their current direct and indirect shareholding in Hupsteel in the offer. In the event, any distribution is or has been declared, paid or made by Hupsteel Limited on or after June 28, 2019 to a shareholder of Hupsteel Limited who validly accepts or has validly accepted the offer, the offer price payable to such accepting shareholder shall be reduced by an amount which is equal to the amount of such distribution depending on when the settlement date in respect of the offer shares tendered in acceptance by shareholders pursuant to the offer falls. Prior to the transaction, Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim along with parties acting in concert hold 66.1 million shares (consortium members) amounting to 54.2% stake in Hupsteel Limited. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim held 2.7 million, 7.2 million, 6.9 million and 6.5 million shares of Hupsteel respectively. Oversea-Chinese Banking Corporation Limited, as financial advisor to Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim in connection with the offer, confirms that sufficient financial resources are available to Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim to satisfy full acceptance of the offer by the holders of the offer shares on the basis of the offer price. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim have no current intentions to introduce any major changes to the existing business of Hupsteel Limited, re-deploy the fixed assets of Hupsteel Limited, or discontinue the employment of the existing employees of Hupsteel Limited or its subsidiaries, in each case, other than in the ordinary and usual course of business. There are no service contracts between any of the Directors or proposed Directors with Hupsteel Limited or any of its subsidiaries which have more than 12 months to run and which are not terminable by the employing company within the next 12 months without paying any compensation and there are no such contracts entered into or amended during the period commencing six months prior to June 28, 2019 and ending on July 19, 2019. The offer will be conditional upon Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim having received, by the close of the offer, valid acceptances (which have not been withdrawn) in respect of such number of offer shares which, when taken together with the shares owned, controlled or agreed to be acquired by Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim (either before or during the offer and pursuant to the offer or otherwise), will result in Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim holding such number of shares carrying more than 90% of the voting rights attributable to the shares (excluding any shares held in treasury) as at the close of the offer (the acceptance condition). Save for the acceptance condition, the offer will be unconditional in all other respects. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim have received irrevocable undertakings for 54.16% shares to accept the offer from the consortium members. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim are making the offer with a view to delist Hupsteel Limited from the SGX-ST and exercise any rights of compulsory acquisition that may arise under Section 215(1) of the Companies Act. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim do not intend to preserve the listing status of Hupsteel Limited. In the event that, inter alia, the free float requirement is not satisfied, Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim intend to delist and do not intend to take any step for the public float to be restored and/or for any trading suspension of the shares by the SGX-ST to be lifted. Furthermore, Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim, if and when entitled, intend to exercise their rights of compulsory acquisition under Section 215(1) of the Companies Act. As of August 2, 2019, Asian Corporate Advisors Pte. Ltd. advised the Independent Directors of Hupsteel Limited to recommend the shareholders to accept the offer. The Independent Directors of Hupsteel Limited recommended the shareholders should accept the offer, unless there is a superior offer or shareholders are able to obtain a price higher than the offer price in the open market. As of August 21, 2019, the minimum tender condition was fulfilled as a result of offerors holding such number of shares carrying more than 90% of the voting rights and the offer is declared unconditional. The offer will close on August 16, 2019. As of August 15, 2019, the offer has been extended till August 30, 2019. As of August 21, 2019, the offer has been extended till September 13, 2019. Oversea-Chinese Banking Corporation Limited acted as the financial advisor to Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim. Milton Toon of WongPartnership LLP acted as the legal advisor to Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim. As of July 8, 2019, H.K. Liau and Foo Quee Yin of Asian Corporate Advisors Pte. Ltd. were appointed as financial advisors to the Independent Directors of Hupsteel Limited. CKS Property Consultants Pte. Ltd. acted as the valuer to the Independent Directors of Hupsteel Limited. RHT Corporate Advisory Pte. Ltd. acted as the registrar to Hupsteel Limited. Lim Beo Peng, Lim Boh Chuan, Lim Kim Thor and Lim Yee Kim completed the acquisition of Hupsteel Limited (SGX:BMH) on September 13, 2019. A total of 116.6 million shares are tendered in the offer representing 95.5% of Hupsteel. Pursuant to completion, the SGX-ST will suspend trading of the Hupsteel shares at the close of the offer. The offerors will exercise their right of compulsory acquisition and will acquire the remaining shares of Hupsteel at the same price from dissenting shareholders. As of October 25, 2019, the right of compulsory acquisition is expected to be completed on or about October 29, 2019. With the completion of the compulsory acquisition, Hupsteel will be delisted from the Official List of SGX-ST with effect from 9:00 a.m. on October 30, 2019. As of October 29, 2019, the compulsory acquisition was completed.