Kingyue International Launches Mandatory Unconditional Cash Offer for Samko Timber: What Every Shareholder Must Know

Key Points from the Announcement

• Kingyue International Holding Pte. Ltd. (“Kingyue” or the “Offeror”) has launched a mandatory unconditional cash offer for all remaining shares in Samko Timber Limited (“Samko Timber”), not already owned or controlled by Kingyue and its concert parties.
• The offer is made in compliance with Rule 14 of the Singapore Code on Take-overs and Mergers.
• The Offer Document, which contains the full terms and conditions of the offer, was dispatched electronically to shareholders on 12 August 2025.
• The offer will close at 5.30 p.m. (Singapore time) on 9 September 2025, and will not be extended except in competitive situations.
• Specific acceptance procedures are outlined for shares held with The Central Depository (CDP) and those not deposited with CDP.
• Special provisions and risks exist for overseas shareholders, who may face legal restrictions and must ensure their own compliance.
• Independent directors and an independent financial adviser will provide their opinion on the offer within 14 days of the Offer Document’s dispatch. Shareholders are strongly encouraged to await this advice before taking action.

Details All Shareholders Need to Know

1. Nature of the Offer

Kingyue International’s move is a mandatory unconditional cash offer for all issued and paid-up ordinary shares of Samko Timber, excluding those already held by Kingyue and its allies. This offer follows Singapore’s regulatory framework for takeovers.

2. Offer Timeline and No Extension

The offer is open until 5.30 p.m. on 9 September 2025. Notably, Kingyue has stated it will not extend this closing date—a critical fact for shareholders considering their options. The only exception would be if a competing offer emerges, in which case the restriction on extension would not be enforceable.

3. How to Accept the Offer

• For shares held via CDP: Complete and submit the Form of Acceptance and Authorisation (FAA) either by post (using the enclosed pre-paid envelope) or electronically via SGX’s Investor Portal.
• For scrip (non-CDP) shares: Submit the Form of Acceptance and Transfer (FAT) by hand or post to In.Corp Corporate Services Pte. Ltd., 36 Robinson Road, #20-01 City House, Singapore 068877, using the provided pre-paid envelope if posting within Singapore.
• For CPF Investment Scheme (CPFIS) and Supplementary Retirement Scheme (SRS) investors: Instructions will come from your agent banks. Reply by their deadline, which may be earlier than the official closing date.

4. Access to Offer Documents

Shareholders can access the Notification Letter, Offer Document, and Acceptance Forms on the Singapore Exchange (SGX-ST) website (www.sgx.com) and on Samko Timber’s corporate website (www.sampoernakayoe.co.id).

5. Special Considerations for Overseas Shareholders

The offer may not be available or may be restricted in certain jurisdictions outside Singapore. Overseas shareholders must ensure they comply with all applicable laws in their country, including securing any needed regulatory approvals and paying any taxes or duties. The Offeror and its agents are not liable for any overseas compliance issues.

6. Potential Impact on Share Price

This is a price-sensitive event: The announcement of a cash offer for all remaining shares typically means that the offer price could act as a near-term cap or floor for Samko Timber’s stock price. The final price and the response rate (acceptance level) are crucial for shareholders. Investors should also watch for the forthcoming opinion from independent directors and financial advisers, as their recommendations might sway acceptance rates and affect market pricing.

7. Independent Advice to Come

Shareholders are urged to await the independent financial adviser’s report and the views of the independent directors, which will be distributed within 14 days of the Offer Document. These views are important in helping shareholders make an informed decision.

What Should Shareholders Do Next?

• Carefully review the Offer Document and forms sent to you.
• Monitor the SGX-ST and Samko Timber’s website for updates, especially the independent advice.
• Consult your financial adviser if you are uncertain how to proceed, particularly if you are an overseas shareholder or hold shares through CPFIS/SRS.
• Remember the hard deadline: 9 September 2025, 5.30pm Singapore time. Late submissions will not be accepted.

Directors’ Responsibility Statement

The Directors of Kingyue International confirm that all information in the announcement is accurate and that no material facts have been omitted. They accept full responsibility for the content provided.

Conclusion

This offer marks a pivotal moment for Samko Timber shareholders. The hard deadline, lack of extension, and the forthcoming independent advice are all material developments that could affect share price and investor returns. Shareholders must act promptly and prudently.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to accept or reject the offer. Investors should review the official offer documents in detail and seek advice from qualified professionals before making any investment decisions.

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