Mandatory Cash Offer: Green Esteel Pte. Ltd. Targets HG Metal Manufacturing Shares

Green Esteel Pte. Ltd. has announced a mandatory conditional general cash offer for all ordinary shares of HG Metal Manufacturing Limited, excluding treasury shares and shares already owned, controlled, or agreed to be acquired by Green Esteel and its concert parties. The offer price stands at S\$0.266 per share, presenting shareholders an opportunity to tender their shares.

Key Highlights of the Offer

• The offer price of S\$0.266 per share represents the value at which Green Esteel aims to acquire the Offer Shares.
• Shareholders who wish to accept the offer must submit their Form of Acceptance and Authorisation (FAA) by 5:30 p.m. Singapore Time on 3 February 2025.
• FAAs can be submitted either electronically via investors.sgx.com or in physical form to the Central Depository (CDP).
• The offer is conditional and subject to terms outlined in the Offer Document dated 6 January 2025. Shareholders are encouraged to review the document thoroughly, especially the section on “Overseas Jurisdictions and Shareholders.”

Important Details for Shareholders

Shareholders, especially those overseas, should note that the availability of the offer might be subject to laws in their respective jurisdictions. Overseas shareholders are advised to refer to the “Overseas Jurisdictions and Shareholders” section in the Offer Document for guidance.

The Offeror and the CDP reserve the right to reject any acceptances that are incomplete, improperly filled, unsigned, or invalid. Shareholders are responsible for ensuring that their FAA forms are properly completed and submitted with all supporting documents.

For shareholders whose securities accounts are credited with Offer Shares:

• If no specific number of shares is indicated in the FAA, the shareholder is deemed to have accepted the offer for all shares credited to their “Free Balance.”
• Shareholders with pending settlement instructions for additional shares may see those shares included in the offer if settled before the deadline.

Shareholders who purchased shares via CPF or SRS schemes must direct their acceptance through their respective agent banks. FAAs for shares purchased through these schemes should not be submitted directly to CDP.

Key Risks and Considerations

If the offer becomes unconditional, settlement will occur within 7 business days of the date the offer is declared unconditional. Shareholders will receive payment either via CDP’s Direct Crediting Service (DCS) or through their Cash Ledger if not subscribed to DCS.

However, if the offer lapses or does not become unconditional, the relevant shares will be transferred back to the shareholder’s “Free Balance” within 14 days.

Shareholders are advised to ensure their securities accounts are in order. Any FAAs submitted by those without an existing securities account will be rejected outright.

Potential Share Price Impact

The offer price of S\$0.266 per share may influence the share price of HG Metal Manufacturing Limited on the Singapore Exchange. Investors should carefully consider the offer in the context of market conditions, potential shareholder acceptance levels, and overall valuation implications for HG Metal. Any large-scale acceptance of the offer could lead to changes in the company’s shareholding structure, potentially affecting future trading liquidity and price stability.

Action Required

Shareholders who wish to accept the offer must act promptly by the stipulated deadline. For further assistance or enquiries, shareholders can contact CDP Customer Service at +65 6535 7511 or refer to the FAQs on www.sgx.com/cdp.

Disclaimer

This article is for informational purposes only and does not constitute financial advice. Shareholders should consult their stockbrokers, financial advisors, or legal counsel for guidance tailored to their individual circumstances. The details provided here are based on the Offer Document dated 6 January 2025 and are subject to change.

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