Olive Tree Estates Faces Mandatory Unconditional Cash Offer: What Investors Need to Know

Key Points from the Offer Document

• Offer Announcement: Advansory Investment Pte. Ltd. (“Offeror”) has made a mandatory unconditional cash offer for all shares of Olive Tree Estates Limited not already owned by the Offeror and its concert parties, at S\$0.12 per share.
• Trigger Event: The Offer was triggered after the Offeror acquired 80,500,000 shares (approximately 69.49%) from major shareholders (Chiu Teng Enterprises Pte Ltd, Kim Kyoo Chul, Tham Keng Chuen) at S\$0.12 per share, for a total of S\$9.66 million.
• Offer Details:
  • The Offer is unconditional and open to all shareholders, excluding shares already held by the Offeror and its concert parties.
  • The Offer closes at 5:30 p.m. (Singapore time) on 28 November 2025 and will not be extended or revised unless in a competitive situation.
  • The Offer Price is final at S\$0.12 per share and represents premiums of 7.14%–33.46% over recent market prices and VWAPs.
• Intentions of the Offeror: The Offeror intends to maintain the Company’s listing on the SGX Catalist board and does not plan any major changes to business operations, redeployment of assets, or workforce reductions, but reserves the right to review strategic options post-offer.
• Listing Status Risk: If acceptances push Offeror’s stake above 90%, free float could drop below 10%, triggering a potential trading suspension and possible delisting if public float isn’t restored within three months.
• No Compulsory Acquisition Planned: Even if 90% acceptance is achieved, the Offeror currently does not plan to exercise compulsory acquisition rights, but dissenting shareholders can require the Offeror to acquire their shares at the offer price.
• Financial Resources Confirmed: The Offeror, advised by Evolve Capital Advisory, has sufficient resources to fund full acceptance.
• Shareholder Action Required: Shareholders must submit acceptance by the closing date to participate in the offer. Special procedures apply for shares in scrip form and those held via CDP.
• Independent Advice Pending: Shareholders are strongly advised to await the formal recommendation from the Company’s Independent Directors and their independent financial adviser before taking action.

Critical Information and Price-Sensitive Considerations for Shareholders

• Premium to Market Price: The S\$0.12 offer price is at a notable premium to recent market prices (up to 33% over the 12-month VWAP), which could support share prices in the near term and may prompt arbitrage-driven buying.
• Delisting and Liquidity Risk: Should the public float fall below 10% and not be restored, Olive Tree Estates faces trading suspension and potential delisting from SGX. This could significantly affect share liquidity and future price discovery.
• No Revision or Extension: The Offeror has explicitly stated it will not revise or extend the offer, signaling a hard deadline for shareholders to act.
• Intention to Maintain Listing: The Offeror’s stated intention to keep the listing may reassure some investors, but this is not guaranteed if the free float requirement cannot be met.
• No Material Corporate Changes Planned: At present, there are no announced plans for major changes to the company’s business, assets, or staff, reducing near-term operational uncertainty.
• Compulsory Acquisition Not Intended: The Offeror does not plan to compulsorily acquire remaining shares, but if 90%+ is reached, minority shareholders may require the Offeror to buy them out at S\$0.12.
• Disclosure Obligations: Substantial shareholders and associates must disclose dealings in the company’s shares during the offer period, as required by the Takeover Code.
• Overseas Shareholders: Extra caution is required for shareholders outside Singapore due to legal and documentary constraints on participation in the offer.

Additional Details Investors Must Not Miss

• Company Background: Olive Tree Estates Limited, formerly Changjiang Fertilizer Holdings, is listed on the Catalist Board and has 115,845,211 ordinary shares (excluding 2,500 treasury shares) in issue.
• Offeror Profile: Advansory Investment Pte. Ltd. is an investment holding and property development company, fully owned and controlled by Mdm. Liu Lianlian, and recently incorporated (2022).
• Acceptance Procedure:
  • Shareholders holding shares with CDP must use the Form of Acceptance and Authorisation (FAA).
  • Scrip shareholders (not with CDP) must use the Form of Acceptance and Transfer (FAT).
  • Special procedures and deadlines apply; acceptances after 5:30 p.m. on 28 November 2025 will not be valid.
• Dividend Adjustments: If the Company declares any distributions after the offer announcement date, the offer price will be reduced by the amount of such distributions for accepting shareholders who receive them.
• No Outstanding Options: There are no outstanding employee share options or convertible securities.
• Directors and Major Shareholders: The Board is composed of four directors, with Daniel Cuthbert Ee Hock Huat as Independent Chairman and Daniel Long Chee Tim as CEO.
• Regulatory Disclosures: The Singapore Exchange and Securities Industry Council have not reviewed the document and take no responsibility for its content.
• Inspection of Documents: Relevant documents, including unaudited financials of the Offeror, are available for inspection at Boardroom Corporate & Advisory Services Pte. Ltd. during the offer period.

Why This News Is Share Price Sensitive

The offer is set at a significant premium over recent market prices, providing an immediate exit opportunity for shareholders at S\$0.12 per share. However, the risk of trading suspension and possible delisting if the public float is not restored may force some investors to tender their shares or risk holding illiquid, unlisted stock.

The lack of intention to revise or extend the offer imposes a hard deadline, and the stated intention to maintain the listing—while reassuring—depends on sufficient public participation post-offer. The Offeror’s acquisition of a controlling stake and the requirement to make a mandatory offer may fundamentally change the control and strategic direction of the company going forward.

Shareholders should carefully consider their options and await the Independent Directors’ formal advice before making any decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Investors should consult their own professional advisers and review all official documentation before making any investment decision. The author and publisher make no representation or warranty regarding the accuracy or completeness of the information contained herein.

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