Cenvios Holdings Moves Towards Compulsory Acquisition of Sen Yue Holdings—Offer Extended

Key Developments in the Voluntary Unconditional General Offer

• Cenvios Holdings Pte. Ltd. (“Offeror”), advised by ZICO Capital Pte. Ltd., has made a voluntary unconditional general offer to acquire all issued and paid-up ordinary shares of Sen Yue Holdings Limited not already owned, controlled, or agreed to be acquired by Cenvios.
• The Offeror has now achieved over 95% ownership of Sen Yue Holdings through valid acceptances and previous holdings.
• The closing date for the Offer has been extended to 14 April 2026, providing additional time for shareholders who have not accepted the Offer.
• Cenvios will exercise its right of compulsory acquisition under Section 215(1) of the Companies Act to acquire the remaining shares from dissenting shareholders.

Detailed Breakdown of Acceptances and Shareholdings

As of 6:00 p.m. (Singapore time) on 17 March 2026, the Offeror has received valid acceptances for 3,091,024,804 shares—representing approximately 95.46% of the total issued shares of Sen Yue Holdings.
Of these:

• 2,848,809,046 shares (87.98%) were tendered by Undertaking Shareholders under Irrevocable Undertakings.
• 377,000 shares were tendered by Mr Yap Yao Hui, a Concert Party of the Offeror.

Prior to the Offer, the Offeror and its Concert Parties already controlled 1,756,327,000 shares (54.24%). No further acquisitions outside the Offer have occurred since the Offer was announced.

Compulsory Acquisition & Rights of Shareholders

Having secured at least 90% of the total issued shares (excluding those held by the Offeror at the Offer’s start), Cenvios is now entitled to, and intends to, compulsorily acquire all remaining shares from dissenting shareholders under Section 215(1) of the Companies Act.

• Dissenting shareholders will receive cash consideration (not securities consideration) for their shares upon compulsory acquisition.
• A formal letter and prescribed Form 57 will be sent to these shareholders in due course.
• Non-assenting shareholders (who have not accepted the Offer) also have the right to require the Offeror to acquire their shares at the Offer price, per Section 215(3) of the Companies Act, using Form 58, which will also be despatched soon.
• Shareholders who wish to pursue their rights or are in doubt are strongly advised to seek independent legal advice.
• The Offer remains open for acceptance until the new closing date, allowing shareholders to realize value as soon as practicable rather than waiting for compulsory acquisition procedures.

Extension of Offer Closing Date

In accordance with Rule 22.6 of the Singapore Code on Take-overs and Mergers, since the Offer is now unconditional, the closing date has been extended to 5:30 p.m. (Singapore time) on 14 April 2026. All other Offer terms remain unchanged. Shareholders who wish to accept are urged to submit the necessary forms and documentation as early as possible.

Potential Price-Sensitive and Value-Moving Information

• Loss of Free Float and Delisting Risk: With over 95% control, free float requirements are no longer met. This typically signals an impending delisting, which can have a significant impact on share liquidity and price discovery.
• Compulsory Acquisition and Exit Opportunity: Remaining shareholders will be compelled to sell at the Offer price. The current extension is the final opportunity for voluntary acceptance before compulsory acquisition commences.
• Trading Suspension: Trading in Sen Yue Holdings shares has been suspended since 4 May 2020, so liquidity is already constrained.

What Should Shareholders Do?

• Consider Accepting the Offer Now: If you have not yet accepted, doing so before the closing date allows you to receive consideration more quickly, rather than waiting for compulsory acquisition procedures.
• Review Your Rights: If you are a dissenting or non-assenting shareholder, review your rights under Sections 215(1) and 215(3) of the Companies Act, and seek independent legal advice if necessary.
• Monitor Further Announcements: The Offeror will provide additional updates on the status of compulsory acquisition and any changes to the closing date.

Director’s Responsibility Statement

The director of the Offeror states that all reasonable efforts have been made to ensure the accuracy and fairness of the information and opinions in the announcement. Where information has been sourced from public materials, the director has ensured it was accurately reproduced.

Contact Information

For queries regarding this announcement or the Offer, shareholders may contact ZICO Capital Pte. Ltd. at +65 6636 4201 during office hours.

Disclaimer: This article is for informational purposes only and does not constitute financial or legal advice. Investors and shareholders are strongly encouraged to seek independent professional advice before making any decisions in relation to the Offer or their shareholdings. The author and publisher accept no liability for actions taken based on the information provided above.

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