Offer Information Statement
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NOT FOR DISTRIBUTION IN THE UNITED STATES OFFER INFORMATION STATEMENT DATED 30 JUNE 2021 (LODGED WITH THE MONETARY AUTHORITY OF SINGAPORE ON 30 JUNE 2021) THIS DOCUMENT IS IMPORTANT. BEFORE MAKING ANY INVESTMENT IN THE NIL-PAID RIGHTS (AS DEFINED HEREIN) OR RIGHTS SHARES (EACH AS DEFINED HEREIN) BEING OFFERED, YOU SHOULD CONSIDER THE INFORMATION PROVIDED IN THIS DOCUMENT CAREFULLY, AND CONSIDER WHETHER YOU UNDERSTAND WHAT IS DESCRIBED IN THIS DOCUMENT. YOU SHOULD ALSO CONSIDER WHETHER AN INVESTMENT IN THE NIL-PAID RIGHTS OR RIGHTS SHARES BEING OFFERED IS SUITABLE FOR YOU, TAKING INTO ACCOUNT YOUR INVESTMENT OBJECTIVES AND RISK APPETITE. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER. YOU ARE RESPONSIBLE FOR YOUR OWN INVESTMENT CHOICES. A copy of this offer information statement (the “Offer Information Statement”), together with a copy of each of the ARE, ARS and PAL (each as defined herein), has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of this Offer Information Statement, the ARE, ARS and PAL. Lodgement of this Offer Information Statement with the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Nil-Paid Rights or the Rights Shares being offered for investment. Approval in-principle has been obtained from Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Rights Shares on the Main Board of the SGX-ST, subject to certain conditions. The Rights Shares will be admitted to the Official List of the SGX-ST and official quotation of the Rights Shares on the Main Board of the SGX-ST will commence after all relevant conditions imposed by the SGX-ST have been satisfied, including there being a sufficient spread of holdings to provide for an orderly market in the Rights Shares. The approval in-principle granted by the SGX-ST is not to be taken as an indication of the merits of the Rights Issue (as defined herein), the Rights Shares, the Nil-Paid Rights, Olam International Limited (the “Company”), its subsidiaries and/or the ordinary shares in the capital of the Company (the “Shares”). The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and opinions expressed in this Offer Information Statement. This Offer Information Statement shall not constitute an offer to sell or a solicitation of an offer to buy shares or other securities, including the Nil-Paid Rights and the Rights Shares, nor shall there be any sale of any shares or other securities, including the Nil-Paid Rights and the Rights Shares, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Offer Information Statement and its accompanying documents (including the ARE, ARS and PAL) have been prepared solely in relation to the Rights Issue and shall not be relied upon by any other person or for any other purpose. Persons to whom a copy of this Offer Information Statement has been issued shall not circulate to any other person, reproduce or otherwise distribute this Offer Information Statement or any information herein for any purpose whatsoever nor permit or cause the same to occur. The distribution of this Offer Information Statement and/or the transfer of the Nil-Paid Rights and the Rights Shares into jurisdictions other than Singapore may be prohibited or restricted by law. Persons into whose possession this Offer Information Statement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Offer Information Statement is not for distribution, directly or indirectly, into the United States of America (the “US” or “United States”). The Nil-Paid Rights and the Rights Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or under any securities laws of any state or other or other jurisdiction of the US The Nil-Paid Rights and the Rights Shares are being offered and sold outside the US in offshore transactions as defined and in reliance on Regulation S under the Securities Act. The securities referred to herein have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), (the “FIEA”), and may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident in Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any applicable laws, rules, regulations and governmental guidelines of Japan. The electronic dissemination of this Offer Information Statement and the distribution of the OIS Notification Letter (as defined herein) and its accompanying documents and/or the transfer of the Nil-Paid Rights and the Rights Shares into jurisdictions other than Singapore may be prohibited or restricted by law. Persons having access to the electronic version of this Offer Information Statement and/or possession of the OIS Notification Letter and its accompanying documents should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No Nil-Paid Rights or Rights Shares may be allotted or allocated on the basis of this Offer Information Statement later than six (6) months after the date of lodgement of this Offer Information Statement with the Authority. Your attention is drawn to the section titled “Risk Factors” beginning on page 28 of this Offer Information Statement, which you should review carefully. OLAM INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore on 4 July 1995) (Company Registration No. 199504676H) RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE OF 481,364,524 RIGHTS SHARES AT AN ISSUE PRICE OF S$1.25 FOR EACH RIGHTS SHARE, ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY 20 EXISTING SHARES HELD BY ENTITLED SHAREHOLDERS (AS DEFINED HEREIN) AS AT THE RECORD DATE (AS DEFINED HEREIN), FRACTIONAL ENTITLEMENTS TO BE DISREGARDED IMPORTANT DATES AND TIMES Last date and time for splitting and trading of Nil-Paid Rights : Tuesday,13July2021at5.00p.m. Last date and time for exercise and payment of Rights Shares : Monday, 19 July 2021 at 5.00 p.m. (9.30 p.m. for Electronic Applications at ATMs of Participating Banks) or through an Accepted Electronic Service Last date and time for application and payment of Excess : Monday, 19 July 2021 at 5.00 p.m. (9.30 p.m. for Rights Shares (as defined herein) Electronic Applications at ATMs of Participating Banks) or through an Accepted Electronic Service Joint Issue Managers to the Rights Issue Joint Underwriters to the Rights Issue IMPORTANT NOTICE Capitalised terms used in this section which are not otherwise defined shall have the meanings ascribed to them under the section titled “Definitions” of this Offer Information Statement. In view of the ongoing COVID-19 situation, the Authority, the Securities Industry Council of Singapore and the Singapore Exchange Regulation had, on 6 May 2020, introduced temporary measures to, among others, allow issuers involved in rights issues the option to electronically disseminate offer documents through publication on SGXNET and their corporate websites instead of despatching hardcopy offer documents as required under the SFA. Pursuant to the above and the Securities and Futures (Offers of Investments) (Temporary Exemption from Section 277(1)(c) and 305B(1)(b)) Regulations 2020, the Company will not be despatching hardcopies of this Offer Information Statement to Entitled Shareholders and Purchasers. The electronic dissemination of this Offer Information Statement and the distribution of the OIS Notification Letter and/or its accompanying documents may be prohibited or restricted by law (either absolutely or subject to various securities requirements, whether legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of these jurisdictions. Entitled Shareholders or any other persons having access to this Offer Information Statement and/or possession of the OIS Notification Letter and its accompanying documents are advised to keep themselves informed of and observe such prohibitions and restrictions. Please refer to the section “Offering, Selling and Transfer Restrictions” of this Offer Information Statement. Notification under Section 309B of the SFA: The Nil-Paid Rights and the Rights Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). For Entitled Depositors, acceptances of Nil-Paid Rights and (if applicable) applications for Excess Rights Shares may be made through CDP or by way of Electronic Application at any ATM of a Participating Bank or through an Accepted Electronic Service. For Entitled Scripholders, acceptances of Nil-Paid Rights and (if applicable) applications for Excess Rights Shares may be made by way of the PAL through the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. Entitled Scripholders who wish to accept their Nil-Paid Rights and (if applicable) apply for Excess Rights Shares MUST open Securities Accounts if they have not already done so, and provide their Securities Account numbers in the forms comprised in their PALs.