Raymond Lum Kwan Sung, Executive Chairman of Lum Chang Holdings Limited, David Lum Kok Seng, Managing Director of Lum Chang Holdings Limited and Ellipsiz Ltd (SGX:BIX) made an offer to acquire remaining 52.7% stake in Lum Chang Holdings Limited (SGX:L19) from Adrian Lum Wen-Hong, Iris Wu Hwee Tan and others for SGD 75.4 million on November 17, 2020. Under the terms of the transaction, the offer price for each share will be SGD 0.38 in cash. The transaction shall be funded by financing from external sources, including by way of loans and/or other credit facilities from banks and other credit-providing institutions or entities, followed by shareholders' loans. Offerors has entered into a facility agreement with United Overseas Bank Limited for loan facility which may be utilized to fund the offer. The Offeror intends for Lum Chang Holdings Limited to continue with its existing activities and has no intention to (i) introduce any major changes to the business (ii) re-deploy the fixed assets of the Group; or (iii) discontinue the employment of any of the existing employees of the Group, other than in the ordinary course of business.

If the valid acceptances have been received by the offerors that bring the holdings owned by the offerors and the parties acting in concert with it to above 90% of the total number of issued shares (excluding treasury shares), the SGX-ST may suspend the trading of the shares on the SGX-ST until such time as it is satisfied that at least 10% of the total number of issued shares (excluding treasury shares) are held by at least 500 shareholders who are members of the public. Post-closing, offerors intend to maintain the listing status of Lum Chang Holdings Limited. If the offerors receive valid acceptances in respect of not less than 90% of the total number of issued shares (excluding treasury shares and other than those already held by the offeror, it's related corporations or their respective nominees as at the date of the Offer), the offeror will be entitled to exercise the right to compulsorily acquire all the shares of shareholders who have not accepted the offer on the same terms as those offered under the offer. The offer will be conditional on the offeror having received more than 50% of the total number of shares in issue (excluding any treasury shares) as at the close of the offer. As of November 25, 2020, offer has become unconditional as the minimum tender condition is achieved with 51.8% shares tendered. As of December 18, 2020, based on the advice from Provenance Capital Pte. Ltd., independent directors of Lum Chang Holdings Limited, which comprises of Raymond Lum Kwan Sung, David Lum Kok Seng, Kelvin Lum Wen Sum and Clement Leow Wee, are of the view that the financial terms of the Offer are not fair and not reasonable. Accordingly, they advise to the shareholders of Lum Chang Holdings Limited to reject the offer. The offer document will be dispatched not earlier than 14 days and not later than 21 days from the date of announcement. The offer will remain open for acceptances by shareholders for a period of at least 28 days from the date of posting offer document. The offer document was issued on December 4, 2020. The offerors as on January 5, 2021, have received valid acceptances aggregating 61.8 million Offer Shares, representing approximately 16.43% of the total number of Shares. The offer will close on January 18, 2021.

United Overseas Bank Limited acted as the financial advisor for Raymond Lum Kwan Sung, David Lum Kok Seng and Ellipsiz Ltd. Provenance Capital Pte. Ltd. acted as financial advisor to the directors of the Lum Chang Holdings Limited. Tricor Barbinder Share Registration Services acted as registrar and The Central Depository (Pte) Limited acted as depositor to the shareholders of Lum Chang Holdings.

Raymond Lum Kwan Sung, Executive Chairman of Lum Chang Holdings Limited, David Lum Kok Seng, Managing Director of Lum Chang Holdings Limited and Ellipsiz Ltd (SGX:BIX) completed the acquisition of additional 25.58% stake in Lum Chang Holdings Limited (SGX:L19) from Adrian Lum Wen-Hong, Iris Wu Hwee Tan and others for SGD 36.1 million on January 18, 2021. As of January 18, 2021, acceptances have been received for 25.58% i.e 96.3 million shares and the offeror now owns 79.22% stake in Lum Chang Holdings.