armstrong industrial corporation limited

199 Pages·2013·3.1 MB·English

FOR INFORMATION ONLY
CIRCULAR DATED 26 SEPTEMBER 2013
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT
CAREFULLY.
If you are in any doubt in relation to this Circular or as to the course of action you should take,
you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other
professional adviser immediately.
If you have sold or transferred all your issued and fully paid ordinary shares in the capital of Armstrong
Industrial Corporation Limited, you should immediately forward this Circular together with the Notice of
Extraordinary General Meeting and the accompanying proxy form to the purchaser or transferee or to the
bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission
to the purchaser or transferee.
The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any
of the statements made or reports contained or opinions expressed in this Circular.
This Circular, the Exit Offer Letter and the Acceptance Form(s) (all as defi ned herein) shall not
be construed as, may not be used for the purposes of, and do not constitute, a notice or proposal or
advertisement or an offer or invitation or solicitation in any jurisdiction or in any circumstance in which
such a notice or proposal or advertisement or an offer or invitation or solicitation is unlawful or not
authorised, or to any person to whom it is unlawful to make such a notice or proposal or advertisement or
an offer or invitation or solicitation.
ARMSTRONG INDUSTRIAL CORPORATION LIMITED
(Company Registration No.: 198003808K)
(Incorporated in the Republic of Singapore)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED VOLUNTARY DELISTING OF ARMSTRONG INDUSTRIAL CORPORATION LIMITED
FROM THE OFFICIAL LIST OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
(“SGX-ST”) PURSUANT TO RULES 1307 AND 1309 OF THE SGX-ST LISTING MANUAL
Independent Financial Adviser to the Independent Directors of Armstrong Industrial Corporation Limited
DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD
(Company Registration No.: 200200144N)
(Incorporated in the Republic of Singapore)
IMPORTANT DATES, TIMES AND VENUE
Last date and time for lodgement of proxy form : Saturday, 19 October 2013, by 10 a.m.
Date and time of Extraordinary General Meeting : Monday, 21 October 2013, at 10 a.m.
Venue of Extraordinary General Meeting : InterContinental Singapore, Ballroom 1,
Level 2, 80 Middle Road, Singapore 188966
CONTENTS
Page
DEFINITIONS ....................................................................................................................... 3

FORWARD-LOOKING STATEMENTS ................................................................................ 9

INDICATIVE TIMETABLE .................................................................................................... 1 0

LETTER TO SHAREHOLDERS ........................................................................................... 1 1

1. Introduction ................................................................................................................. 1 1
2. The Delisting Proposal ............................................................................................... 12
3. Irrevocable Undertakings ........................................................................................... 1 3
4. The Exit Offer ............................................................................................................. 1 3
5. The Options Proposal ................................................................................................ 1 6
6. Market Quotations ...................................................................................................... 1 8
7. Confi rmation of Financial Resources ......................................................................... 18
8. Information on the Offeror .......................................................................................... 1 9
9. Information on the Company and the Group ............................................................. 2 0
10. Information in Respect of the Directors ..................................................................... 21
11. Rationale for the Delisting and the Offeror’s Intentions ............................................. 21
12. Overseas Shareholders .............................................................................................. 2 4
13. Implications of Compulsory Acquisition and Delisting ............................................... 26
14. Disclosures of Holdings and Dealings in Shares ....................................................... 27
15. Exemption Relating to Directors’ Recommendation ................................................... 29
16. Advice of Deloitte to the Independent Directors ........................................................ 29
17. Independent Directors’ Recommendations ................................................................ 31
18. Extraordinary General Meeting .................................................................................. 3 2
19. Action to be Taken by Shareholders .......................................................................... 3 2
20. Maintenance of Free Float ......................................................................................... 3 2
21. Directors’ Responsibility Statement ............................................................................ 3 3
22. Consents .................................................................................................................... 3 3
23. Documents Available for Inspection ........................................................................... 3 3
24. Additional Information ................................................................................................ 3 4
APPENDIX I LETTER FROM DELOITTE TO THE INDEPENDENT DIRECTORS ....... I-1 to 24

APPENDIX II ADDITIONAL INFORMATION ON THE COMPANY................................ . II-1 to 9

APPENDIX III ADDITIONAL INFORMATION ON THE OFFEROR AND THE
PARTIES ACTING IN CONCERT WITH IT .............................................. III-1 to 5

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CONTENTS
APPENDIX IV AUDITED FINANCIAL STATEMENTS OF THE GROUP FOR FY2012 .. IV-1 to 71

APPENDIX V UNAUDITED 1ST QUARTER FINANCIAL STATEMENTS AND
DIVIDEND ANNOUNCEMENT FOR THE PERIOD ENDED
31 MARCH 2013 ...................................................................................... V-1 to 12

APPENDIX VI UNAUDITED 2ND QUARTER FINANCIAL STATEMENTS AND
DIVIDEND ANNOUNCEMENT FOR THE PERIOD ENDED
30 JUNE 2013 .......................................................................................... VI-1 to 16

APPENDIX VII RELEVANT PROVISIONS IN THE COMPANY’S ARTICLES OF
ASSOCIATION IN RESPECT OF CAPITAL, DIVIDENDS
AND VOTING ........................................................................................... VII-1 to 22
APPENDIX VIII EY’S REPORT IN RESPECT OF THE REVIEW OF THE
CONDENSED INTERIM FINANCIAL INFORMATION FOR THE
PERIOD FROM 1 JANUARY 2013 TO 30 JUNE 2013 ............................ VIII-1
APPENDIX IX LETTER FROM DELOITTE IN RESPECT OF THE REVIEW OF THE
CONDENSED INTERIM FINANCIAL INFORMATION FOR THE
6 MONTH PERIOD ENDED 30 JUNE 2013 ............................................ IX-1
NOTICE OF EXTRAORDINARY GENERAL MEETING ...................................................... N-1

PROXY FORM
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DEFINITIONS
Except where the context otherwise requires, the following defi nitions apply throughout this Circular:
“Acceptance Form(s)” : FAA and/or FAT, as the case may be
“Articles” : The Articles of Association of the Company
“Board” : The board of Directors of the Company
“CDP” : The Central Depository (Pte) Limited
“CIMB” : CIMB Bank Berhad, Singapore Branch, the fi nancial adviser
to the Offeror in respect of the Delisting and the Exit Offer
“Circular” : This circular to the Shareholders dated 26 September 2013
issued by the Company
“Closing Date” : 5.30 p.m. on Friday, 8 November 2013 or such later date(s)
as may be announced from time to time by or on behalf of the
Offeror, being the last day for the lodgment of acceptances of
the Exit Offer
“Code” : The Singapore Code on Take-overs and Mergers
“Company” : Armstrong Industrial Corporation Limited (Company
Registration No. 198003808K)
“Company Securities” : Shares or securities which carry voting rights in the Company,
or instruments convertible into rights to subscribe for Shares,
or warrants, options for Shares, or derivatives in respect of
Shares or such securities
“Companies Act” : Companies Act (Chapter 50 of Singapore)
“Concert Parties” : Parties acting or deemed to be acting in concert with the
Offeror in connection with the Exit Offer, namely, Gilbert
Investment Corporation Pte. Ltd., Polyfoam Asia Pte. Ltd.,
INOAC Corporation and the Ong Family
“Controlling Shareholder” : A person who holds directly or indirectly 15% or more of the
total number of issued Shares excluding treasury shares in
the Company (unless the SGX-ST determines otherwise) or
a person who in fact exercises control over the Company, as
defi ned under the Listing Manual
“CPF” : Central Provident Fund
“CPF Agent Banks” : The banks approved by the CPF to be its agent banks, being
DBS Bank Ltd., Oversea-Chinese Banking Corporation
Limited and United Overseas Bank Limited
“CPFIS” : Central Provident Fund Investment Scheme
“CPFIS Investors” : Investors who purchased the Shares using their CPF savings
under the CPFIS
“Delisting” : The voluntary delisting of the Company from the Offi cial List
of the SGX-ST under Rules 1307 and 1309 of the Listing
Manual
“Delisting Proposal” : The proposal for the Delisting of the Company as set out at
Section 1.2 of the Letter to the Shareholders in this Circular
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DEFINITIONS
“Delisting Resolution” : The resolution to be proposed at the EGM to approve the
Delisting
“Delisting Resolution Approval : Has the meaning ascribed to it at Section 4.4 of the Letter to
Conditions” the Shareholders in this Circular
“Deloitte” : Deloitte & Touche Corporate Finance Pte Ltd, the independent
fi nancial adviser to the Independent Directors
“Directors” : Directors of the Company as at the Latest Practicable Date
“EGM” : The extraordinary general meeting of the Company to be held
on Monday, 21 October 2013, notice of which is set out on
page N-1 of this Circular, and any adjournment thereof
“EY” : Ernst & Young LLP, the independent auditors of the Company
“Encumbrances” : All liens, equities, mortgages, pledges, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests of any nature whatsoever
“Exit Offer” : The delisting exit offer made by CIMB, for and on behalf of
the Offeror, to acquire the Offer Shares on the terms and
conditions set out in the Exit Offer Letter, and the relevant
Acceptance Form(s)
“Exit Offer Letter” : The letter dated 26 September 2013 setting out the terms and
conditions of the Exit Offer (including the relevant Acceptance
Form(s)), which will be despatched by the Offeror to the
Shareholders on the same date as this Circular
“Exit Offer Price” : S$0.40 in cash for each Offer Share tendered in acceptance
of the Exit Offer
“FAA” : Form of Acceptance and Authorisation for Offer Shares to be
issued to the Shareholders whose Shares are deposited with
CDP
“FAT” : Form of Acceptance and Transfer for Offer Shares to be
issued to the Shareholders whose Shares are not deposited
with CDP
“FY” : Financial year ended or ending 31 December, as the case
may be
“GCPL” : Gilbert Investment Corporation Pte. Ltd. (Company
Registration No. 201312056N)
“Group” : Collectively, the Company and its subsidiaries
“Holding Announcement” : Holding announcement dated 20 June 2013 by the Company
on its receipt of a Non-Binding Indicative Proposal as set out
at Section 1.1 of the Letter to the Shareholders in this Circular
“Holding Announcement Date” : 20 June 2013, being the date of the Holding Announcement
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DEFINITIONS
“IFA Letters” : The letters from Deloitte setting out its advice to the
Independent Directors as set out in Appendix I to this Circular
and in respect of the review of the condensed interim fi nancial
information for the 6 month period ended 30 June 2013 as set
out in Appendix IX to this Circular
“Independent Directors” : The Directors who are considered to be independent for the
purposes of making recommendations to the Shareholders
in respect of the Delisting and the Exit Offer, namely Mr. Koh
Gim Hoe Steven, Mr. Chan Pee Teck Peter, Mr. Tan Peng Chin
and Mr. Ang Meng Huat Anthony
“Irrevocable Undertakings” : Has the meaning ascribed to it at Section 3 of the Letter to
the Shareholders in this Circular
“Joint Announcement” : Joint announcement dated 5 July 2013 by the Offeror and the
Company on the Delisting Proposal
“Joint Announcement Date” : 5 July 2013, being the date of the Joint Announcement
“Latest Practicable Date” : 12 September 2013, being the latest practicable date prior to
the printing of this Circular
“Listing Manual” : The SGX-ST Listing Manual
“Market Day” : A day on which the SGX-ST is open for trading in securities
“Minimum Acceptance Condition” : Valid acceptances in respect of such number of Offer
Shares which when taken together with the Shares owned
controlled or agreed to be acquired by the Offeror and the
parties acting in concert with it will result in the Offeror and
the parties acting in concert with it holding such number of
Shares carrying not less than 72% of the total voting rights
attributable to the issued share capital of the Company as at
the close of the Exit Offer, as set out at Section 4.4, Condition
2 of the Letter to the Shareholders in this Circular
“Memorandum” : The Memorandum of Association of the Company
“NAV” : Net asset value
“Notice of EGM” : The notice of an extraordinary general meeting of the
Company to be held at InterContinental Singapore, Ballroom
1, Level 2, 80 Middle Road, Singapore 188966 on Monday,
21 October 2013 at 10 a.m. as set out on page N-1 of this
Circular
“NTA” : Net tangible assets
“Offer Shares” : Has the meaning ascribed to it at Section 4.2 of the Letter to
the Shareholders in this Circular
“Offeror” : AGP Asia Holding Pte. Ltd. (Company Registration No.
201312063N)
“Ong Family” : Mr. Ong Peng Koon Gilbert, Ms. Chow Goon Chau Patricia, Mr.
Ong Eugene and Ms. Ong Mingli Phyllis
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DEFINITIONS
“Ong Family Undertakings” : The irrevocable undertaking obtained by the Offeror from all
four (4) members of the Ong Family, who collectively hold an
aggregate of 229,775,629 Shares representing approximately
46.54% of the total number of issued Shares (excluding
24,158,000 Shares held by the Company as treasury shares),
pursuant to which they have each undertaken and/or agreed,
inter alia, the following: (i) to vote all their Shares in favour of the
Delisting Resolution and accept the Exit Offer in respect of all
their Shares; (ii) to assign to GCPL their rights to receive (and
the benefi t of receiving) the proceeds (the Proceeds) that would
be payable by the Offeror as consideration pursuant to their
acceptances of the Exit Offer, and that such Proceeds would
be regarded as an interest-free shareholder’s loan extended
to the Offeror by GCPL such that no cash shall be payable by
the Offeror to any member of the Ong Family pursuant to their
respective acceptances of the Exit Offer; and (iii) to waive their
rights under Rule 30 of the Code to receive any cash settlement
or payment for their respective acceptances of the Exit Offer
“Option” : A validly issued and subsisting option to subscribe for new
Shares under the Share Option Schemes
“Option Holders” : The holders of Options under the Share Option Schemes
“Option Price” : The amount in cash to be paid to the Option Holders in
consideration of such Option Holders agreeing (i) not to exercise
any of their Options into new Shares and (ii) not to exercise any
of their rights as Option Holders
“Options Proposal” : The proposal in respect of the Options to Option Holders on the
terms described in Section 5.2 of the Letter to the Shareholders
in this Circular
“Overseas Shareholders” : Shareholders whose addresses are outside Singapore, as
shown on the Register of Members of the Company, or as the
case maybe, in the records of CDP
“Proceeds” : The proceeds that would be payable by the Offeror as
consideration pursuant to the Ong Family’s acceptances of the
Exit Offer
“Relevant Directors” : Mr. Ong Peng Koon Gilbert and Ms. Chow Goon Chau Patricia
as set out at Section 2.2(c) of the Letter to the Shareholders in
this Circular
“Restricted Jurisdiction” : Has the meaning ascribed to it in Section 12.3 of the Letter to
Shareholders in this Circular
“Securities Account” : Securities account maintained by a Depositor with CDP, but
does not include a securities sub-account
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Shareholders” : Registered holders of the Shares, except that where the
registered holder is CDP, the term “Shareholders” shall, where
the context admits, mean the Depositors who have Shares
entered against their names in the Depository Register
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DEFINITIONS
“Shareholders’ Agreement” : Has the meaning ascribed to it in Section 8 of the Letter to
Shareholders in this Circular
“Shareholders’ Approval” : Has the meaning ascribed to it in Section 2.1 of the Letter to the
Shareholders in this Circular
“Share Option Schemes” : The Armstrong Industrial Corporation Share Option Scheme
2000 and the Armstrong Industrial Corporation Share Option
Scheme 2008, collectively
“Shares” : Issued ordinary shares in the capital of the Company
“Share Registrar” : Boardroom Corporate & Advisory Services Pte Ltd (Company
Registration No. 196800531W)
“SIC” : Securities Industry Council of Singapore
“SK Options Undertaking” : The irrevocable undertaking obtained by the Offeror from Mr.
Koh Gim Hoe Steven, the Deputy Chief Executive Offi cer of the
Company not to exercise any of his 3,450,284 Options into new
Shares for the duration of the Exit Offer
“S$” : Singapore dollars, being the lawful currency of the Republic of
Singapore
“VWAP” : Volume weighted average price
“%” or “per cent.” : Per centum or percentage

Unless otherwise defi ned, the term “acting in concert” shall have the same meaning ascribed to it in the
Code.

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 130A of the Companies Act.

The terms “subsidiary” and “related corporation” shall have the same meanings ascribed to them
respectively in Section 5 and Section 6 of the Companies Act.

The term “substantial shareholder” shall have the meaning ascribed to it in Section 81 of the
Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words
importing one gender shall include the other gender. References to persons shall, where applicable,
include corporations.

Capitalised terms used in the extracts of the Exit Offer Letter and not defi ned herein shall bear the same
meanings as attributed to them in the Exit Offer Letter.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this
Circular.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any word defi ned in the Companies Act, the Listing Manual or the Code or any
modifi cation thereof and used in this Circular shall, where applicable, have the meaning assigned to it
under the Companies Act, the Listing Manual or the Code or any modifi cation thereof, as the case may
be, unless the context otherwise requires.

7
DEFINITIONS
Any reference to a time of day and date in this Circular is made by reference to Singapore time and date,
unless otherwise stated.

Any discrepancies in this Circular between the listed amounts and the total thereof are due to rounding.

Accordingly, fi gures may have been adjusted to ensure that totals refl ect an arithmetic aggregation of the
fi gures that precede them.

In this Circular, the issued and paid-up share capital of the Company as at the Latest Practicable Date is
S$43,745,384.83 comprising 493,669,353 Shares (excluding 24,158,000 Shares held by the Company as
treasury shares).
8
FORWARD-LOOKING STATEMENTS
All statements other than statements of historical facts included in this Circular are or may be forward-
looking statements. Forward-looking statements include but are not limited to those using words such
as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast”
and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may”
and “might”. These statements refl ect the current expectations, beliefs, hopes, intentions or strategies
of the party making the statements regarding the future and assumptions in light of currently available
information. Such forward-looking statements are not guarantees of future performance or events and
involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially
from those described in such forward-looking statements. Shareholders and investors should not place
undue reliance on such forward-looking statements, and neither the Company, the Offeror nor the IFA
undertakes any obligation to update publicly or revise any forward-looking statements.
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