You are on page 1of 4

TT INTERNATIONAL LIMITED

Company Registration Number 198403771D


(Incorporated in Singapore)

ANNOUNCEMENT

SANCTION OF THE SCHEME BY THE COURT OF APPEAL

The Board of Directors (the “Board”) of TT International Limited (the “Company”) refers to
the Company’s earlier announcements dated 30 September 2010 and 11 October 2010 which
informed that the Court of Appeal would give its decision on the sanction of the Scheme on
13 October 2010. Words and expressions defined in the earlier announcements bear the same
meanings in this announcement.

The Company is pleased to announce that the Court of Appeal delivered its judgment today
and issued its brief grounds of decision (the "Decision"). The Decision will be supplemented
with detailed reasons in due course.

Pursuant to the Decision, the Court of Appeal ruled that the Scheme Manager had acted
correctly in disregarding the proof of Ho Lee Construction Pte Ltd ("Ho Lee") in the sum of
S$32,950,800 for the purposes of assessing the value of claims owed to creditors, present and
voting at the Further Meeting, who opposed the Scheme. Accordingly, the Court of Appeal
declared that the Scheme has met the requisite statutory threshold for creditors' approval
pursuant to Section 210(3) of the Companies Act (Chapter 50 of Singapore).

The Scheme was also approved by the Court of Appeal, subject to alterations, which are
summarised below.

The Monitoring Committee

1. The monitoring committee under the Scheme (the "MC") should have (i) DBS Bank
Ltd, (ii) DZ Bank AG, Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main,
Singapore Branch, (iii) Habib Bank Limited, Singapore, (iv) Ho Lee and (v) Oversea-
Chinese Banking Corporation Limited, as its members. The Court also prescribed the
requirements applicable to changes in the composition of the MC.

The Court of Appeal subsequently clarified that this is not an order compelling the
said parties to become members of the MC, but that if any of the said parties declined
to be appointed to the MC, the remaining MC members should by majority decide on
a replacement MC member. If such a decision cannot be reached, further directions are
to be sought from the Court of Appeal on this issue.

2. Decisions of the MC shall be effective if made by a simple majority.

1
TT INTERNATIONAL LIMITED
Company Registration Number 198403771D
(Incorporated in Singapore)

ANNOUNCEMENT

SANCTION OF THE SCHEME BY THE COURT OF APPEAL

Obligations on the Company

3. The Company shall provide, at the request of the MC, any information pertaining to
the Company's operations and finances in connection with the implementation of the
Scheme. The Court of Appeal has subsequently clarified that any such information
request by the MC is to be made by a majority of the members of the MC.
4. The budget for the Company's operations shall also be subject to the MC's approval.

5. The Company is to reach an agreement with the MC on how substantial transactions


with subsidiaries and/or related parties should be approved. The Company is to inform
the Court of Appeal of any consensus reached with the MC on this or seek directions
from the Court of Appeal if such consensus cannot be reached with the MC.

6. All professional costs (and disbursements) of the Scheme Manager's and the
Company’s professional advisors incurred after 27 August 2010 shall be taxed by the
High Court.

Obligations on the Scheme Manager

7. The Scheme Manager shall report to the MC every six (6) months, commencing from
1 November 2010, and shall provide the MC with a statement that in his professional
judgment, the Company is in a position to meet its obligations and objectives under
the Scheme. In the event the Scheme Manager is unable to provide such a statement or
a statement acceptable to the MC, he shall seek directions from the Court of Appeal as
to whether the Scheme should be terminated and if so on what terms.

Other Modifications and Clarifications of the Scheme

8. Clause 8.6 of the Scheme shall be replaced with the following text:

"8.6.1 All procedural amendments, including any extension or abridgment of time in


connection with anything to be done under the Scheme, shall be approved by a
majority in value of existing Scheme Creditors present and voting.

8.6.2 All substantive amendments to and decisions to be taken regarding the Scheme
shall be approved by at least 75% in value of existing Scheme Creditors
present and voting.

2
TT INTERNATIONAL LIMITED
Company Registration Number 198403771D
(Incorporated in Singapore)

ANNOUNCEMENT

SANCTION OF THE SCHEME BY THE COURT OF APPEAL

8.6.3 The preceding two provisions shall apply generally and supersede other
Scheme provisions which require voting by Scheme Creditors. These latter
provisions include, inter alia:

(i) Clause 6.13.1 regarding the discharge of the fixed and floating charge;
and

(ii) Paragraph 11(d) of Schedule A regarding the Company's undertaking


not to reduce its share capital."

9. For the avoidance of doubt, any voting at general meetings of Scheme Creditors shall
be conducted in the separate classes as set out by the Court of Appeal in its
Orders/Directions of Court dated 27 August 2010.

10. The Court of Appeal subsequently clarified that the decisions to be taken regarding the
Scheme under Clause 6.13.1 and paragraph 11(d) of Schedule A of the Scheme are
substantive decisions which are to be approved by at least 75% in value of existing
Scheme Creditors present and voting.

Amendments to the Rights of First Refusal under the Scheme

11. The rights of first refusal granted to Mr Sng Sze Hiang ("Mr Sng") and/or Ms Julia
Tong ("Ms Tong") under paragraphs 5, 8 and 11 of Schedule B of the Scheme (the
"ROFRs") shall be exercised in the following manner:

(a) The relevant Scheme Creditor will first offer the subject assets of the ROFRs
(i.e. the redeemable convertibles bonds, dilution shares or conversion shares)
(the "Subject Assets") to Mr Sng and/or Ms Tong at a price which it proposes
(the "Proposed Price").

(b) Mr Sng and Ms Tong will then have two (2) business days to consider whether
to exercise their ROFRs to purchase the Subject Assets.

(c) If Mr Sng and Ms Tong decide to exercise their ROFRs, they have 14 days
from their acceptance of the offer to pay for the Subject Assets.

3
TT INTERNATIONAL LIMITED
Company Registration Number 198403771D
(Incorporated in Singapore)

ANNOUNCEMENT

SANCTION OF THE SCHEME BY THE COURT OF APPEAL

(d) If Mr Sng and Ms Tong decide not to exercise their ROFRs, the offering
Scheme Creditor will have 30 days from the rejection of the offer to sell the
Subject Assets in the open market or in an off-market sale at the Proposed
Price or higher. If the offering Scheme Creditor fails to sell the Subject Assets
within 30 days, it can only sell the Subject Assets by starting this process from
step (a) above again.

12. For the avoidance of doubt, any terms of the Scheme pertaining to the ROFRs which
do not conflict with the directions of the Court of Appeal described above remain
valid.

Ranking of Claims of Related Party Creditors

13. The claims of creditors related to the Company (the "Related Party Creditors") shall
rank after the claims of third party creditors and be satisfied in that order, unless the
claims are owed by the Related Party Creditors to third party creditors. Such claims
must be properly verified by the relevant auditors.

The Company will continue to update the SGX-ST, Scheme creditors, shareholders and the
investing public on any material developments on a timely basis.

Shareholders and the public are advised to continue to exercise extreme caution before
making any decision in respect of their dealings in the Company’s shares.

By Order of the Board

Koh Sock Tin


Company Secretary
13 October 2010

You might also like