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MYP Ltd. M&A Activity 2014

Nov 10, 2014

74063_rns_2014-11-10_f99d6b0b-5225-49f3-888a-084f57394540.pdf

M&A Activity

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MYP LTD.

(Incorporated in the Republic of Singapore) (Company Registration No. 200509721C)

PROPOSED ACQUISITION OF 80% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF GRACE SHINE PTE. LTD. AND 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF AFFRETON PTE. LTD. – RECEIPT OF APPROVAL IN-PRINCIPLE FROM THE SGX-ST

1. INTRODUCTION

The Board of Directors (the “ Board ”) of MYP Ltd. (the “ Company ”) refers to the previous announcements dated 20 May 2014 and 9 June 2014 in relation to the proposed acquisition of 80% of the issued and paid-up share capital of Grace Shine Pte. Ltd. and 100% of the issued and paid-up share capital of Affreton Pte. Ltd. (the “ Previous Announcements ”).

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meaning as ascribed to them in the Previous Announcements.

2. RECEIPT OF APPROVAL IN-PRINCIPLE

Further to the Previous Announcements, the Board wishes to announce that the Company has on 10 November 2014 received approval in-principle from the SGX-ST for the proposed Acquisitions and the listing and quotation of the Consideration Shares on the SGX-ST (the “ AIP ”).

The AIP received from the SGX-ST is subject to the following conditions:

  • (a) compliance with the SGX-ST’s listing requirements;

  • (b) independent shareholders’ approval being obtained for the proposed Acquisitions and for all other necessary and relevant proposals to be put forth at the forthcoming extraordinary general meeting of the Company;

  • (c) the proposed Acquisitions will not result in a change in control of the Company;

  • (d)

  • submission of the following to the SGX-ST:

  • (i) a written confirmation from the financial adviser of the Company (the “ Financial Adviser ”) that the signed moratorium agreements with the relevant parties pursuant to Rule 227 of the Listing Manual are in accordance with the requirements of Rule 228 and Rule 229 of the Listing Manual;

  • (ii) a written confirmation by the Financial Adviser that the proposed Acquisitions have complied with Rule 210(4)(a) of the Listing Manual; and

  • (iii) a written undertaking from each of the Company’s directors in the form prescribed by the SGX-ST.

Please note that the AIP received from the SGX-ST is not to be taken as an indication of the merits of the proposed Acquisitions, the Consideration Shares, the Company and/or its subsidiaries.

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As stated in the Company’s announcement dated 20 May 2014, HL Bank Singapore has been appointed as the Financial Adviser in respect of the proposed Acquisitions.

3. RESPONSIBILITY STATEMENT

The Directors of the Company collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the proposed Acquisitions, the Company and its subsidiaries, and the directors of the Company are not aware of any facts the omission of which would make any statement in this announcement misleading.

Where information in the announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the directors of the Company has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the announcement in its proper form and context.

By Order of the Board MYP LTD.

Jonathan Tahir Executive Chairman 10 November 2014

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