Low Keng Huat (Singapore) Limited: Voluntary Conditional General Offer at S\$0.72 per Share

Key Highlights of the Offer

• Offer Price: S\$0.72 in cash per share, representing significant premiums over historical share prices.
• Offeror: Consistent Record Pte. Ltd. (Offeror), a special purpose vehicle wholly owned by Consistent Record Sdn. Bhd. (CRSB), Malaysia.
• Financial Adviser: UOB Kay Hian Private Limited (UOBKH).
• Type of Offer: Voluntary Conditional General Offer for all issued ordinary shares of Low Keng Huat (Singapore) Limited (“Company”), not already held by the Offeror and its concert parties.
• Offer Period: The offer is open for acceptance from 17 December 2025 and will close at 5.30 p.m. Singapore Time on 14 January 2026, unless extended.
• Intention to Delist: The Offeror intends to delist the Company from the SGX-ST if the free float requirement is not met.
• Compulsory Acquisition: If >90% acceptances are received, Offeror will exercise its right to compulsorily acquire remaining shares.
• Electronic Offer Document: No hardcopy offer document will be sent; all materials are available online via SGX and the Company’s website.

Details of the Offer

Consistent Record Pte. Ltd., through UOBKH, has launched a voluntary conditional general offer for all shares of Low Keng Huat (Singapore) Limited at S\$0.72 per share in cash. The offer is made to all shareholders except those already holding shares through the Offeror and its related corporations. The offer price represents a premium of:

• 17.1% over the last traded price of S\$0.615 before the offer announcement.
• 8.9% over the 1-month VWAP of S\$0.661.
• 16.5% over the 3-month VWAP of S\$0.618.
• 27.7% over the 6-month VWAP of S\$0.564.
• 36.1% over the 12-month VWAP of S\$0.529.
• 45.2% over the 24-month VWAP of S\$0.496.
• 46.9% over the 36-month VWAP of S\$0.490.

The offer price exceeds the highest closing price in the past five years and provides shareholders with a rare opportunity to realise their investment in cash at a substantial premium.

Rationale Behind the Offer

1. No Need for Equity Capital Markets Access: The Company has not raised equity since 2007 and is unlikely to require fresh equity funding from the SGX-ST in the foreseeable future. Financing needs can be met through bank borrowings and other debt.
2. Reduced Listing Costs: Delisting would save significant compliance and listing-related expenses, allowing the Company to focus resources on its core business.
3. Greater Strategic Flexibility: Privatisation would enable the Company to make long-term decisions free from the constraints and expectations of public shareholders and capital market regulations.
4. Challenging Business Environment: The property and hospitality sectors face considerable volatility and uncertainty due to global macroeconomic factors, rising costs, and trade disruptions.

Shareholder Considerations and Potential Price-Sensitive Points

• Attractive Exit Opportunity: The offer allows shareholders to exit at a premium, especially significant given the historically low trading liquidity of the shares (average daily trading volume as low as 0.01-0.07% of issued shares over the last 3 years).
• Uncertain Future Share Price Performance: The Company’s revenue fell 85% in 1H FY2026, with a net loss after tax of S\$10.2 million, reflecting the risk and volatility in its business model. Shareholders face ongoing risk if holding out for a higher valuation.
• Low Likelihood of Competing Offers: The Offeror and its ultimate beneficial owner already control a majority stake. The Offeror does not intend to reduce its shareholding, making any competing or future takeover offers highly unlikely.
• Potential Delisting: If the Offeror’s acceptance surpasses 90%, SGX-ST will suspend trading of the shares, and the Offeror intends to delist the Company. Minority shareholders may be compelled to sell at the offer price and could lose liquidity post-suspension.
• Compulsory Acquisition: If the Offeror acquires not less than 90% of the shares through acceptances or purchases, it will exercise its right to compulsorily acquire the remaining shares at the offer price. Dissenting shareholders will be forced to sell.
• Electronic-Only Offer Documentation: No printed copies of the offer documents will be sent; shareholders must access relevant materials online or request copies via prescribed channels. Overseas shareholders should pay attention to local regulations and possible restrictions.
• No Major Business Changes Disclosed: The Offeror has stated no current intention to alter the Company’s business, redeploy assets, or change employment arrangements outside the ordinary course. However, it retains the flexibility to do so in the future.

Additional Important Information

• Financial Resources Confirmed: UOBKH has confirmed the Offeror has sufficient financial resources to satisfy full acceptance of the Offer.
• Share Capital: As of the latest practicable date, Low Keng Huat (Singapore) Limited had an issued and paid-up share capital of S\$162,151,305 comprising 738,816,000 shares, with none held in treasury.
• Directors: The Company’s board includes Executive Chairman Low Keng Boon, Managing Director Dato’ Marco Low Peng Kiat, and other executive and independent directors.
• Related Party Disclosures: Various shareholdings and pledges are held by parties related to Dato’ Marco and CRSB, including substantial blocks pledged to financiers in connection with the Offer.
• Acceptance Procedures: Shareholders holding shares through CDP or in scrip form should carefully follow the detailed procedures for acceptance set out in the Offer Document and ensure timely submission before the closing date.
• CPFIS and SRS Investors: Investors using CPF/SRS funds should receive instructions directly from their agent banks and must act within those guidelines.
• Overseas Shareholders: Should be aware of restrictions and requirements in their jurisdictions and may need to request documentation separately or comply with additional steps.

Trading and Historical Price Data

• Highest closing price in the past 6 months: S\$0.735 (9 December 2025).
• Lowest closing price in the past 6 months: S\$0.305 (20 June 2025).
• Last traded price before the offer: S\$0.615 (28 November 2025).
• Latest closing price: S\$0.730 (12 December 2025).

What Should Shareholders Do?

Shareholders are strongly advised to:

• Read the full Offer Document and related materials carefully (available via SGX-ST and the Company’s website).
• Consider the advice of the Independent Directors and the independent financial adviser, which will be provided within 14 days of the offer document’s electronic dissemination.
• Seek independent professional advice if in doubt, especially with respect to tax and legal implications.
• Note the deadlines and required procedures for valid acceptance of the Offer.
• Be aware of the high likelihood of the Company’s delisting and possible compulsory acquisition of remaining shares if the Offer is successful.

Potential Price-Sensitive Implications

• The attractive offer premium, intention to delist, and likelihood of compulsory acquisition are all highly price-sensitive events that can significantly affect share value and liquidity.
• Shareholders who do not accept the Offer risk being left with illiquid shares in an unlisted entity or being compelled to sell at the offer price.
• There is little to no prospect of a higher competing bid based on current shareholding structure and statements from the Offeror.

Disclaimer

This article is for informational purposes only and is not intended as investment advice. Investors should read the full offer documentation, consider advice from the Independent Directors and independent financial advisers, and seek their own professional advice before taking any action in relation to the Offer. The information herein is based on the Offer Document and related public filings as of 17 December 2025 and may be subject to change.

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