Unusual Offer Document 3 A

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Unusual Offer Document 3 A OFFER DOCUMENT DATED 3 APRIL 2017 (Registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on 3 April 2017) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax, or other professional adviser(s). Hong Leong Finance Limited (the “Sponsor and Issue Manager ”) has on behalf of UnUsUaL Limited (the “Company”) made an application to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for quotation of, all the ordinary shares (the “Shares”) in the capital of the Company already issued, the new Shares (the “Placement Shares”) which are the subject of the Placement (as defi ned herein), the new Shares (the “Option Shares”) which may be issued upon the exercise of the options to be granted under the UnUsUaL Employee Share Option Scheme and the new Shares (the “Award Shares”) which may be issued upon the vesting of share awards granted under the UnUsUaL Performance Share Plan, on Catalist (as defi ned herein). The dealing in, and quotation of, our existing issued Shares, the Placement Shares, the Option Shares and the Award Shares will be in Singapore dollars. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may list on Catalist without a track record of profi tability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). This offer of Placement Shares is made in or accompanied by this Offer Document that has been registered by the SGX-ST, acting as agent on behalf of the Monetary Authority of Singapore (the “Authority”). We have not lodged or registered this Offer Document in any other jurisdiction. A copy of this Offer Document has been lodged with and registered by the SGXT-ST, acting as agent on behalf of the Authority. Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor and Issue Manager confi rming that our Company is suitable to be listed on Catalist and complies with the Catalist Rules (as defi ned herein). Neither the Authority nor the SGX-ST has, in any way, considered the merits of our existing issued Shares, the Placement Shares, the Option Shares or the Award Shares, as the case may be, being offered for investment. The registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority, does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-ST’s listing rules, have been complied with. Acceptance of applications will be conditional upon, amongst others, the issue of the Placement Shares and permission being granted by the SGX-ST for the listing and quotation of all our existing issued Shares, the Placement Shares, the Option Shares and the Award Shares on Catalist. Monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefi t arising therefrom, if the admission and listing do not proceed, and you will not have any claims against us, and the Sponsor, Issue Manager and Placement Agent. Investing in our shares involves risks which are described in the section entitled “RISK FACTORS” of this Offer Document. After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of our Shares, or allot, issue or sell any of our Shares, on the basis of this Offer Document; and no offi cer or equivalent person or promoter of our Company will authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document. UNUSUAL LIMITED (Incorporated in Singapore on 3 May 2016) (Company Registration Number 201611835H) Placement in respect of 96,990,000 Placement Shares at S$ 0.20 each by way of placement, payable in full on application. Sponsor, Issue Manager and Placement Agent Hong Leong Finance Limited (Incorporated in the Republic of Singapore) (Company Registration Number 196100003D) CONTENTS CORPORATE INFORMATION ........................................................................................................... 4 DEFINITIONS ..................................................................................................................................... 6 GLOSSARY OF TECHNICAL TERMS ............................................................................................... 14 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................... 15 SELLING RESTRICTIONS ................................................................................................................ 17 DETAILS OF THE PLACEMENT ....................................................................................................... 18 INDICATIVE TIMETABLE FOR LISTING .......................................................................................... 23 PLAN OF DISTRIBUTION ................................................................................................................. 24 OFFER DOCUMENT SUMMARY ...................................................................................................... 26 OVERVIEW OF OUR GROUP ......................................................................................................... 26 FINANCIAL HIGHLIGHTS ................................................................................................................ 28 THE PLACEMENT ............................................................................................................................. 29 RISK FACTORS ................................................................................................................................. 30 RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE .......... 30 RISKS RELATING TO OWNERSHIP OF OUR SHARES ............................................................... 36 USE OF PROCEEDS AND LISTING EXPENSES ............................................................................ 40 SPONSORSHIP, MANAGEMENT AND PLACEMENT ARRANGEMENTS...................................... 42 DIVIDEND POLICY ............................................................................................................................ 44 SHARE CAPITAL ............................................................................................................................... 46 SHAREHOLDERS ............................................................................................................................. 49 SHAREHOLDING AND OWNERSHIP STRUCTURE ..................................................................... 49 SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP ................................................... 50 MORATORIUM ................................................................................................................................ 50 PLACEMENT STATISTICS ................................................................................................................ 53 DILUTION ........................................................................................................................................... 55 RESTRUCTURING EXERCISE ......................................................................................................... 57 GROUP STRUCTURE ....................................................................................................................... 60 SELECTED FINANCIAL INFORMATION .......................................................................................... 61 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION ...................................................................................................................... 63 CAPITALISATION AND INDEBTEDNESS ........................................................................................ 77 1 CONTENTS GENERAL INFORMATION ON OUR GROUP .................................................................................. 80 OUR HISTORY ................................................................................................................................ 80 OUR BUSINESS ............................................................................................................................. 88 COMPETITION ............................................................................................................................... 90 MARKETING AND BUSINESS DEVELOPMENT ........................................................................... 90 OUR MAJOR CUSTOMERS ........................................................................................................... 91 OUR MAJOR SUPPLIERS.............................................................................................................
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