Low Keng Huat (Singapore) Limited: Offer Closure, Final Acceptances & Compulsory Acquisition

Key Highlights for Investors

• Offer Closed: The voluntary unconditional general offer by Consistent Record Pte. Ltd., through UOB Kay Hian Private Limited, to acquire all issued and paid-up ordinary shares of Low Keng Huat (Singapore) Limited (other than those already owned or controlled by the Offeror) has officially closed at 5.30 p.m. (Singapore time) on 13 February 2026.
• Final Offer Price: The final offer price was S\$0.78 in cash for each Offer Share. This price was confirmed in the revision announcement and notification sent to shareholders.
• Level of Acceptances: As at the close of the offer, the Offeror and its concert parties now own, control, or have agreed to acquire approximately 96.88% of the total shares in the company, equating to 715,788,591 shares out of 738,816,000 issued shares.
• Compulsory Acquisition: Having acquired more than 90% of the shares (excluding those already held by the Offeror and its related corporations), the Offeror will proceed with compulsory acquisition of the remaining shares held by dissenting shareholders at the final offer price of S\$0.78 per share.
• Delisting Imminent: The free float requirement (at least 10% of shares held by at least 500 public shareholders) is no longer satisfied. The Offeror has stated it does not intend to preserve the listing status of the company, and trading of the shares on SGX-ST will be suspended. The Offeror also reserves the right to seek voluntary delisting from SGX-ST.

Detailed Information for Shareholders

1. Offer Closure and Shareholder Impact:

   The offer is no longer open for acceptance. Shareholders who did not tender their shares before the deadline will have their acceptances rejected. Those remaining shareholders (dissenting shareholders) will have their shares compulsorily acquired under Section 215(1) of the Companies Act at S\$0.78 per share. No action is required by these dissenting shareholders unless they wish to exercise their separate right under Section 215(3), but the Offeror will proceed with compulsory acquisition regardless.

2. Compulsory Acquisition Process:

   Documentation regarding the compulsory acquisition will be sent to dissenting shareholders, and a further announcement will be made regarding its status. Shareholders are advised to seek independent legal advice if they have questions about their rights.

3. Listing Status and Trading Suspension:

   With acceptances exceeding 90% and the free float requirement breached, SGX-ST will suspend trading in the company’s shares. The Offeror does not intend to maintain the listing status or restore the free float. Voluntary delisting may follow, confirming the company’s transition to a private entity.

4. Directors’ Responsibility Statement:

   The sole director of the Offeror has confirmed the accuracy and fairness of the announcement, and that reasonable care has been taken to ensure no material facts are omitted.

5. Forward-Looking Statements:

   The announcement contains forward-looking statements regarding plans and intentions for the company. These are not guarantees of future performance and may be subject to risks and uncertainties.

Investor Considerations & Price Sensitivity

• The closure of the offer and imminent delisting are highly price-sensitive events. Shareholders who have not tendered their shares may be forced to sell at the final offer price, and the company will cease to be publicly traded. This typically results in a significant change in share value due to illiquidity and lack of market pricing.
• Trading suspension and delisting mean that the shares will no longer be available for trading on SGX-ST, affecting liquidity and future investment decisions.
• Final offer price of S\$0.78 per share sets the benchmark for compulsory acquisition and represents the final cash value shareholders will receive for their shares.
• No further action required for most shareholders except those with specific legal concerns or who wish to understand their rights under the Companies Act.

Conclusion

The voluntary unconditional general offer for Low Keng Huat (Singapore) Limited has concluded, with the Offeror now controlling nearly all shares and moving to compulsory acquisition. Shareholders should note the imminent suspension of trading and delisting of the company, and that the final offer price represents the cash value for their shares. These are material and price-sensitive events that will affect the company’s share value and status as a public entity.

Disclaimer: This article is intended for informational purposes only and should not be construed as financial advice. Investors should seek independent advice and review all official documentation before making any investment decisions. All forward-looking statements are subject to risks and uncertainties, and actual results may differ materially.

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