Dyna-Mac Holdings Ltd., a Singapore-incorporated company, has received approval from the Singapore Exchange Securities Trading Limited (SGX-ST) to delist its shares. This follows a voluntary unconditional cash offer made by United Overseas Bank Limited (UOB) on behalf of Hanwha Ocean SG Holdings Pte. Ltd. (the Offeror). The delisting marks a significant milestone in the company’s transition, with key implications for shareholders regarding compulsory acquisitions and exit alternatives.

Highlights from the Offer and Delisting Process

• Voluntary Cash Offer: Hanwha Ocean SG Holdings Pte. Ltd. launched the offer for all issued and paid-up ordinary shares of Dyna-Mac Holdings, excluding those already owned or controlled by the Offeror.
• Key Approvals: The SGX-ST has approved the delisting application, confirming the non-applicability of Rules 1307 and 1309 from the Listing Manual. These rules typically require shareholder voting and the provision of a fair and reasonable exit offer, but they are waived in cases of compulsory acquisition.
• Compulsory Acquisition: The Offeror has secured over 90% of the company’s shares, giving it the right under Section 215(1) of the Companies Act to acquire the remaining shares from dissenting shareholders at the final offer price.
• Independent Financial Adviser’s Opinion: ZICO Capital Pte. Ltd., appointed as the Independent Financial Adviser (IFA), opined that the terms of the offer are fair and reasonable.
• Exit Alternatives for Shareholders: Dissenting shareholders retain the right to require the Offeror to acquire their shares under Section 215(3) of the Companies Act at the final offer price.

Important Considerations for Shareholders

Shareholders should note the following critical developments:

• The delisting is expected to occur following the completion of the compulsory acquisition process. The exact date and time will be announced in due course.
• The SGX-ST’s approval does not imply an endorsement of the merits of the delisting or the offer itself.
• Dissenting shareholders must assess their options carefully, as the final offer price represents the default cash alternative for their shares.
• The company has confirmed that it is unaware of any material information that could affect investor decisions, ensuring transparency in the process.

Next Steps and Final Remarks

The Board of Directors of Dyna-Mac Holdings has assured shareholders that all reasonable measures have been taken to ensure the accuracy and fairness of the information disclosed. Investors are encouraged to monitor future announcements regarding the delisting timeline and any further developments on the compulsory acquisition process.