Biosensors : Proposed Amalgamation And Voluntary Delisting - Dealings Disclosure

Microsoft Word - BIG_Dealings_Disclosure_Announcement_6Apr2016.doc

BIOSENSORS INTERNATIONAL GROUP, LTD.

(Incorporated in Bermuda as an exempted company limited by shares) (Company Registration Number: 24983)

PROPOSED AMALGAMATION BETWEEN BIOSENSORS INTERNATIONAL GROUP, LTD. AND CB MEDICAL HOLDINGS LIMITED AND VOLUNTARY DELISTING OF BIOSENSORS INTERNATIONAL GROUP, LTD.

DEALINGS DISCLOSURE

1. INTRODUCTION

   
   

   Biosensors International Group, Ltd. (the "Company") refers to:

   
   

2. the joint announcement jointly issued by the Company and CB Medical Holdings Limited ("CBMHL") dated 4 November 2015 in respect of the proposed amalgamation (the "Amalgamation") between the Company and CBMHL, a substantial shareholder of the Company, under the laws of Bermuda;

   
   

3. the update joint announcement jointly issued by the Company and CBMHL on 10 February 2016 in connection with the Amalgamation;

   
   

4. the announcement issued by the Company dated 3 March 2016 in respect of the Despatch of the Amalgamation Document and Update on Status of Amalgamation Conditions;

   
   

5. the announcement issued by the Company dated 24 March 2016 in respect of, inter alia,

6. the Notice of Books Closure Date and Last Trading Date, (ii) Update on Important Indicative Dates and Events and (iii) Update on Status of Amalgamation Conditions;

   
   

7. the announcement issued by the Company dated 5 April 2016 in respect of the Results of the Special General Meeting of the Company held on 5 April 2016 (the "2016 SGM");

   
   

8. the Amalgamation document dated 3 March 2016 (the "Amalgamation Document") issued by the Company in relation to, inter alia, the Amalgamation and the proposed voluntary delisting of the Company from the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST") pursuant to Rules 1307 and 1309 of the listing manual of the SGX-ST (the "Delisting"); and

   
   

9. the Notice of Special General Meeting dated 3 March 2016 (the "Notice of 2016 SGM") relating to the Amalgamation and the Delisting.

   
   

   Unless otherwise defined herein, all terms used but not defined in this Announcement shall have the same meanings ascribed to them in the Amalgamation Document.

10. DEALINGS

    
    

    Pursuant to Rule 12.1 of the Singapore Code of Take-over and Mergers, the Company wishes to report dealings in the relevant securities of the Company on 5 April 2016 by associates of the Company and the Company, as follows:

    
    
11. Vesting on 5 April 2016 of ordinary shares in the capital of the Company ("Shares") pursuant to the release of Awards granted to Jose Calle Gordo

    
    

    Name : Jose Calle Gordo

    
    

    Relationship with the Company : Director of the Company

    
    

    Nature of dealing : Vesting of Shares which are the subject of released Awards and delivery of Shares pursuant thereto

    
    

    Number of vested Shares comprised in the released Awards

    : 3,000,000

    
    

    Resultant total number of Shares owned or controlled

    : 4,080,000

    
    

    Resultant total percentage of issued Shares owned or controlled(1)

    : 0.24%

    
    

12. Vesting on 5 April 2016 of Shares pursuant to the release of Awards granted to Li Bing Yung (Simon Li)

    
    

    Name : Li Bing Yung (Simon Li)

    
    

    Relationship with the Company : Director of JW Medical Systems Limited

    (a subsidiary of the Company)

    
    

    Nature of dealing : Vesting of Shares which are the subject of released Awards and delivery of Shares pursuant thereto

    
    

    Number of Shares comprised in the released Awards

    : 1,500,000

    
    

    Resultant total number of Shares owned or controlled

    : 2,030,000

    
    

    Resultant total percentage of issued Shares owned or controlled(1)

    : 0.12%

13. Issuance and allotment of Shares by the Company pursuant to the vesting of Shares as described in paragraphs 2.1 to 2.2 above

    
    

    Total number of Shares issued :	4,500,000
    Percentage of total issued Shares(1) : Note:	0.26%

    
    

14. In this Announcement, the total number of issued Shares is 1,700,487,408 Shares (including 4,500,000 Shares issued pursuant to the vesting of Shares as described in this Announcement and excluding 78,662,400 treasury shares).




Percentage figures are rounded to the nearest two decimal places.




15. DIRECTORS' RESPONSIBILITY STATEMENT




The directors of the Company (including any who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement which relate to the Company (excluding information relating to CBMHL) are fair and accurate and that, where appropriate, no material facts which relate to the Company have been omitted from this Announcement, and the directors of the Company jointly and severally accept responsibility accordingly.




Where any information which relates to the Company has been extracted or reproduced from published or otherwise publicly available sources or obtained from CBMHL, the sole responsibility of the directors of the Company has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. The directors of the Company do not accept any responsibility for any information relating to CBMHL or any opinion expressed by CBMHL.




BY ORDER OF THE BOARD




Yoh-Chie Lu Chairman




6 April 2016