Consistent Record Pte. Ltd. Declares Unconditional Offer for Low Keng Huat (Singapore) Limited – Compulsory Acquisition Imminent

Key Developments for Shareholders and Investors

• Offer Declared Unconditional: Consistent Record Pte. Ltd. (the “Offeror”), through UOB Kay Hian Private Limited, has announced its voluntary conditional general offer for all shares in Low Keng Huat (Singapore) Limited (the “Company”), other than those already owned, controlled, or agreed to be acquired by the Offeror, is now unconditional in all respects.
• Final Offer Price: The offer price has been finalized at S\$0.78 per share in cash.
• Compulsory Acquisition Imminent: The Offeror now controls approximately 95.47% of the total issued shares in the Company, crossing the critical 90% threshold required to trigger compulsory acquisition of remaining shares.
• Final Closing Date: The offer will remain open until 5.30 p.m. (Singapore time) on 13 February 2026, after which all remaining shareholders who have not accepted the offer will have their shares compulsorily acquired at the final offer price.
• Impending Delisting: The Offeror has made clear it does not intend to preserve the Company’s listing status. Once the free float falls below 10%, the Singapore Exchange (SGX-ST) will suspend trading of the shares, and the Offeror may seek voluntary delisting.

Detailed Breakdown of Shareholdings and Acceptances

As at 6.00 p.m. on 5 February 2026, the Offeror and its concert parties held, acquired, or received valid acceptances for a total of 705,376,505 shares, representing about 95.47% of the Company’s 738,816,000 issued shares. This includes:

• 400,245,345 shares (54.17%) held by the Offeror before the offer.
• 160,938,752 shares (21.78%) held by concert parties.
• 80,227,700 shares (10.86%) acquired by the Offeror post-announcement.
• 63,964,708 shares (8.66%) validly accepted by other shareholders.

The Offeror purchased 400 shares on the SGX-ST at S\$0.78 each during the offer period, indicating continued activity and commitment to the acquisition.

Implications for Shareholders

• Compulsory Acquisition: With more than 90% control, the Offeror will exercise its rights under Section 215(1) of the Companies Act to acquire all shares held by dissenting shareholders who have not accepted the offer. Shareholders do not need to take further action unless they wish to seek independent advice.
• Delisting Risk: Trading of Company shares is expected to be suspended as the public float will fall below the SGX-ST’s 10% minimum requirement. The Offeror has stated it will not support measures to maintain the listing and may pursue voluntary delisting.
• Deadline for Acceptance: Shareholders who have not yet accepted the offer must do so by 5.30 p.m. on 13 February 2026 via the prescribed forms or SGX-ST’s Investor Portal. Payment for accepted shares will be made within seven business days after the unconditional date.
• Independent Advice: Shareholders are encouraged to review the independent directors’ and financial adviser’s views included in the Company’s circular dated 31 December 2025 before taking action.
• Procedural Details: Acceptance forms and offer documents are available electronically on the SGX and Company websites. CPFIS and SRS investors must instruct their banks promptly.

Potential Price-Sensitive Information

• The declaration of the offer as unconditional and the intention to compulsorily acquire remaining shares is highly price sensitive. This effectively sets a floor price at S\$0.78 for remaining shares and signals the imminent end of trading for the Company’s shares. Investors should expect the share price to converge to the offer price, followed by a delisting event.
• The Offeror’s lack of intent to maintain the Company’s listing status removes any upside for remaining shareholders hoping for continued public trading or a competing bid.
• Shareholders who do not act by the final closing date will be subject to compulsory acquisition at the offer price, with no further say in the process.

Action Required by Shareholders

Shareholders are strongly advised to:

• Decide promptly whether to accept the offer before the final closing date.
• Consult with financial or legal advisers if uncertain about their options.
• Retrieve or request replacement acceptance forms and documents if needed, using provided contact details for CDP and the Share Registrar.

Disclaimer

This article summarizes the key announcements and implications of the voluntary unconditional offer by Consistent Record Pte. Ltd. for Low Keng Huat (Singapore) Limited. It is intended for informational purposes only and does not constitute investment advice. Investors are urged to review official documents and seek independent professional advice before making any decision. The author and publisher accept no responsibility for any losses arising from reliance on this article.

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