PARTIAL OFFER FOR FOOD JUNCTION HOLDINGS LIMITED
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TERMS OF THE PARTIAL OFFER
3.1 Terms of the Partial Offer. As stated in the Offer Announcement, the Offeror will make the
Partial Offer in accordance with Rule 16.4 of the Singapore Code on Take-overs and Mergers
(the “Codeâ€), inter alia, on the following terms.
3.1.1 Offer Shares. The Partial Offer will be made for 35.0 per cent. of Food Junction Shares
in issue as at the Record Date, not already owned, controlled or agreed to be acquired by
the Offeror and parties acting in concert with it (the “Offer Sharesâ€), in accordance with
Section 139 of the Securities and Futures Act, Chapter 289 of Singapore, and the Code.
In determining the Offer Shares for which the Partial Offer is made, fractions of an Offer
Share will be disregarded.
3.1.2 Offer Price. The Partial Offer, when made, will be on the following basis:
For each Offer Share: S$0.55 in cash.
3.1.3 Consideration Shares. As announced by Food Junction on 8 May 2008, Food Junction
will issue and allot 9,347,250 new Food Junction Shares (the “Consideration Sharesâ€)
to certain vendors as part consideration for an intended acquisition of a 100 per cent.
stake in a new Singapore company. Accordingly, the Partial Offer will be extended to
the Consideration Shares if the Consideration Shares are issued as at the Record
Date. For purposes of the Partial Offer, the expression “Offer Shares†shall include
the Consideration Shares if they are in issue as at the Record Date. As at the date of
this Announcement, there has not been an announcement by Food Junction that the
Consideration Shares have been issued.
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