UMS : Mandatory Unconditional Cash Offer

MANDATORY UNCONDITIONAL CASH OFFER

By

UOB Kay Hian Private Limited

(Company Registration No.: 197000447W)

(Incorporated in the Republic of Singapore)

For and on behalf of

UMS Holdings Limited

(Company Registration No.: 200100340R)

(Incorporated in the Republic of Singapore)

To acquire all the issued and paid-up ordinary shares in the capital of

JEP Holdings Ltd.

(Company Registration No.: 199401749E)

(Incorporated in the Republic of Singapore)

other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting

in concert with the Offeror

1. INTRODUCTION

1. UOB Kay Hian Private Limited ("UOBKH") wishes to announce, for and behalf of UMS Holdings Limited ("Offeror") that, the Offeror has on 21 April 2021 acquired 54,229,355 ordinary shares ("Shares") in the capital of JEP Holdings Ltd. ("Company") from Zee Hoong Huay ("Vendor") at S$0.20 per Share ("Acquisition"), representing approximately 13.10% of the total number of issued and paid-up Shares of the Company.1
2. The aggregate consideration for the Acquisition was S$10,845,871 (based on S$0.20 per Share) and was arrived at on a willing-buyer and willing-seller basis taking into account, amongst others, the prevailing market price of the Shares. Completion of the Acquisition ("Completion") took place on 21 April 2021.

1 Based on 413,944,721 Shares, being the total number of issued and paid-up Shares of the Company (based on a search conducted at the Accounting and Corporate Regulatory Authority of Singapore as at 21 April 2021 ("ACRA Search")). As at the date of this announcement ("Offer Announcement Date"), the Company does not hold any Shares in treasury.

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1. Pursuant to Completion, the Offeror owns in aggregate 222,646,325 issued and paid-up Shares, representing approximately 53.79% of the total number of issued and paid-up Shares.
2. In accordance with Section 139 of the Securities and Futures Act (Cap. 289) of Singapore and Rule 14.1 of The Singapore Code on Take-overs and Mergers ("Code"), and subject to the terms and conditions set out in the offer document to be issued by UOBKH for and on behalf of the Offeror ("Offer Document"), pursuant to Completion, the Offeror will make a mandatory unconditional cash offer ("Offer") for all the remaining issued and paid-up ordinary shares in the capital of the Company (excluding treasury shares) ("Offer Shares").

2. TERMS OF THE OFFER

2.1 Offer Price. For and on behalf of the Offeror, UOBKH hereby makes the Offer for all the Offer Shares, in accordance with Section 139 of the SFA and the Code, on the following basis:

For each Offer Share: S$0.20 in cash ("Offer Price")

The Offeror does not intend to revise the Offer Price or any other terms of the Offer save that the Offeror reserves the right to revise the terms of the Offer in accordance with the Code if a competitive situations arises.

The Offer Price represents the highest price paid by the Offeror for the Company's ordinary shares during the six-month period immediately preceding the date of this announcement ("Offer Announcement Date").

1. Offer Shares. The Offer will be extended to all issued and paid-up ordinary shares held by the shareholders of the Company ("Shareholders"), other than those held in treasury and those already owned by the Offeror and the parties acting in concert with the Offeror, as at the Offer Announcement Date.
2. No Encumbrances. The Offer Shares are to be acquired fully-paid and free from all claims, liens, equities, mortgages, assignments, hypothecations, charges, pledges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights, benefits, entitlements and advantages attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including all voting rights, the right to receive and retain all dividends, rights and other distributions declared, paid or made by the Company (collectively, the "Distributions") (if any), the Record Date (as defined below) for which falls on or after the Offer Announcement Date. For the purpose of this Announcement, "Record Date" means, in relation to any Distributions, the date on which Shareholders must be registered with the Company or with The Central Depository (Pte) Limited (the "CDP"), as the case may be, in order to participate in such Distributions.
3. Adjustments for Distributions. Without prejudice to the foregoing, the Offer Price has been

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determined on the basis that the Offer Shares will be acquired with the right to receive any Distribution, the Record Date for which falls on or after the Offer Announcement Date. In the event of such Distribution, the Offer Price payable to a Shareholder who validly accepts or has validly accepted the Offer may be reduced by an amount which is equal to the amount of such Distribution, depending on when the settlement date in respect of the Offer Shares tendered in acceptance of the offer (the "Offer Settlement Date") falls:

1. 1. if the Offer Settlement Date falls on or beforethe Record Date, the Offeror will pay the relevant accepting Shareholders the unadjusted Offer Price for each Offer Share, as the Offeror will receive the Distribution in respect of such Offer Shares from the Company; and
   2. if the Offer Settlement Date falls afterthe Record Date, the Offer Price payable for such Offer Shares tendered in acceptance shall be reduced by an amount which is equal to the Distribution in respect of such Offer Shares, as the Offeror will not receive such Distribution from the Company.
2. Offer Unconditional. Pursuant to Completion, the Offeror will hold more than 50% of the voting rights attributable to the Shares (excluding any Shares held in treasury). Accordingly, the Offer will notbe subject to any conditions and will be unconditional in all respects.
3. No Options Proposal. As at the Offer Announcement Date, based on the latest information available to the Offeror, there are no outstanding options exercisable in respect of the Shares under any employee share scheme of the Company ("Options"). In view of the foregoing, the
   Offeror will not make an offer to acquire any Options.
4. Further Details. Further details of the Offer will be set out in the Offer Document.

3. INFORMATION ON THE OFFEROR

1. The Offeror was incorporated in Singapore on 17 January 2001 and is listed on the Mainboard of the SGX-ST. The Offeror and its subsidiaries are principally engaged in the business of manufacturing precision machining components and equipment.
2. As at the Offer Announcement Date, the board of directors of the Offeror comprises the following individuals:-
3. 1. Mr Luong Andy (Chairman and Chief Executive Officer);
   2. Mr Loh Meng Chong, Stanley (Executive Director);
   3. Mr Chay Yiowmin (Lead Independent Director);
   4. Ms Gn Jong Yuh Gwendolyn (Independent Director); and
   5. Datuk Phang Ah Tong (Independent Director).
4. As at the Offer Announcement Date:-

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1. the Offeror holds 222,646,325 Shares, representing approximately 53.79% of the total number of issued and paid-up Shares;
2. Mr Luong Andy has a deemed interest in 20.44% of the total number of issued and paid-up shares of the Offeror and is therefore, deemed to be interested in all the Shares held by the Offeror; and
3. Mr Luong Andy has a direct interest in 1,150,000 Shares and deemed interest in 222,646,325 Shares. Please refer to the Appendix to this Announcement for details of
   Mr Luong Andy's interests in the Company.

4. INFORMATION ON THE COMPANY

1. The Company was incorporated in Singapore on 12 March 1994 and is listed on the Catalist Board of the SGX-ST. The Company and its subsidiaries are principally engaged in the business of providing solutions for precision machining and engineering services.
2. As at the Offer Announcement Date, the board of directors of the Company comprises the following individuals:-
3. 1. Mr Luong Andy (Executive Chairman and Chief Executive Officer);
   2. Mr Zee Hoong Huay (Executive Director)
   3. Mr Wong Gang (Lead Independent Director);
   4. Mr Kong Chee Keong (Independent Director); and
   5. Ms Lee Sook Wai, Irene (Independent Director).
4. As stated at paragraphs 3.2 and 4.2 above, Mr Luong Andy is the Executive Chairman and Chief Executive Officer of both the Offeror and the Company.
5. As at the Offer Announcement Date, based on the ACRA Search, the Company has:-
6. 1. an issued and paid-up share capital of 413,944,721 ordinary shares; and
   2. no treasury shares.
7. The continuing sponsor of the Company is RHT Capital Pte. Ltd.

5. RATIONALE FOR THE OFFER AND OFFEROR'S INTENTIONS FOR THE COMPANY

1. Rationale. As set out in paragraph 1 of this Announcement, the Offer is made by the Offeror to comply with the requirements of the Code.
2. Offeror's Intention for the Company. The directors of the Offeror are of the view that the Offer is an opportunity for the Offeror to diversify beyond its traditional semiconductor

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business, broaden its earnings stream and may provide synergistic benefits. The Offeror may explore the business synergies with the Company and tap into growth opportunities in new markets. Save for the above, the Offeror has no current intention to (a) make material changes to the existing business of the Company and its subsidiaries (collectively "Company Group"), (b) re-deploy the Company Group's fixed assets; or (c) discontinue the employment of the employees of the Company Group, other than in the ordinary course of business. The Offeror however retains the flexibility at any time to consider options or opportunities which may present themselves.

6. COMPULSORY ACQUISITION AND LISTING STATUS

1. Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), in the event that the Offeror acquires not less than 90% of the total number of issued and paid-up Shares as at the close of the Offer (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer and excluding any Shares held in treasury), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares from Shareholders who have not accepted the Offer at a price equal to the Offer Price. In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with the Shares held by it, its related corporations or their respective nominees, comprise 90% or more of the total number of issued and paid-up Shares as at the close of the Offer, the Shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares at the Offer Price. Such Shareholders who wish to exercise such a right are advised to seek their own independent legal advice
   The Offeror intends to maintain the listing status of the Company, and presently has no intention of exercising its rights of compulsory acquisition under Section 215(1) of the Companies Act, should it be available to it.
2. Listing Status. Under Rule 1104 of the Catalist Rules, upon the announcement by the Offeror that valid acceptances have been received pursuant to the Offer that bring the holdings of the Shares owned by the Offeror and the parties acting in concert with the Offeror to above 90% of the total number of issued and paid-up shares (excluding any treasury shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until it is satisfied that at least 10% of the total number of issued and paid-up shares (excluding treasury shares) are held by at least 200 Shareholders who are members of the public.
3. Under Rule 1303(1) of the Catalist Rules, where the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued and paid-up shares (excluding treasury shares) of the Company, thus causing the percentage of the total number of issued and paid-up shares (excluding treasury shares) of the Company which is held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares at the close of the Offer.
4. Shareholders are advised to note that Rule 723 of the Catalist Rules requires the Company to

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