SEROJA INVESTMENTS LIMITED

(Company Registration Number: 198300847M)

(Incorporated in the Republic of Singapore)

(the "Company")

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  1. EFFECTIVE DATE OF THE PROPOSED CAPITAL REDUCTION;
  1. NOTICE OF BOOKS CLOSURE DATE; AND
  1. ESTIMATED PAYMENT DATE OF THE PROPOSED CASH DISTRIBUTION

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Reference is made to the Company's announcements of 21 October 2020, 21 July 2021, 28 July 2021, 19 August 2021 and 1 October 2021 and the Company's letter to shareholders dated 28 July 2021 ("Letter to Shareholders"). Unless otherwise defined herein, all capitalised terms used in this announcement shall have the meaning ascribed to them in the Letter to Shareholders.

  1. EFFECTIVE DATE OF THE PROPOSED CAPITAL REDUCTION
    As announced in the Results of EGM on 19 August 2021, the Proposed Capital Reduction and Cash Distribution special resolution was duly passed by the Shareholders in the EGM held on the same day. The Board of Directors (the "Board") of Seroja Investments Limited (the "Company") is pleased to announce that the Company has complied with all the requirements under Sections 78C(1)(b), 78C(1)(c), and the solvency requirements under Section 78C(3) of the Companies Act (Cap. 50) of Singapore ("Companies Act"), and that no application for the cancellation of the Proposed Capital Reduction and the Proposed Cash Distribution has been made by any creditor within the prescribed time-frame pursuant to the Companies Act.
    The Company has accordingly lodged the relevant documents required under Sections 78E(2)(i) and (ii) of the Companies Act with ACRA on 1 October 2021.
    The Proposed Capital Reduction is therefore effective as of 1 October 2021. Accordingly, the issued and fully paid up share capital of the Company with effect therefrom is S$43,931,943.60 comprising 390,388,110 ordinary shares.
  1. NOTICE OF BOOKS CLOSURE DATE
    Notice is hereby given that the share transfer books and Register of Members of the Company will be closed at 5.00 p.m. on 11 October 2021 (the "Books Closure Date") for the purpose of determining the entitlements of Shareholders to the Proposed Cash Distribution.
    Shareholders registered in the Register of Members of the Company and Depositors whose Securities Accounts are credited with Shares as at 5.00 p.m. on the Books Closure Date will be entitled to $0.10 per Share held by the Shareholder as at the Books Closure Date in respect of the Proposed Cash Distribution.
    Duly completed registrable transfers received by the Company's Share Registrar, Tricor Barbinder Share Registration Services at 80 Robinson Road, #11-02, Singapore 068898, up to 5.00 p.m. on the Books Closure Date will be registered to determine the Shareholders' entitlements to the Proposed Cash Distribution.
  1. ESTIMATED PAYMENT DATE OF THE PROPOSED CASH DISTRIBUTION
    As announced on 21 October 2020, in compliance with Rule 1018(1)(a) of the Listing Manual of the SGX-ST the Company had opened an escrow account ("Escrow Account") and placed S$39,295,000 representing approximately 90.2% of the Company's cash and short-dated

securities in the Escrow Account. Pursuant to the Proposed Capital Reduction and Cash Distribution, the Company would need to draw down the sum of S$39,038,811.00 from the Escrow Account, leaving only a balance of S$256,189.00.

In view of the small amount remaining in the Escrow Account after the drawdown, the Company has on 13 September 2021 made an application to SGX-ST for a waiver from compliance with in respect of the placement of 90% of cash and short-dated securities in an escrow account, such that the Company be allowed to withdraw the full sum from the escrow account (the "Waiver Application").

Subject to the outcome of the Waiver Application, the estimated payment date of the Cash Distribution is expected to be on or about 18 October 2021 (the "Expected Payment Date").

Payment of the Cash Distribution

Payment pursuant to the Cash Distribution will be made in the following manner:

  1. Shareholders holding Scrip Shares

Shareholders whose Shares are registered in the Register of Members as at the Books Closure Date will have the cheques for payment of their entitlements to the Cash Distribution under the Capital Reduction despatched to them by ordinary post at their own risk addressed to their respective addresses in the Register of Members on the Expected Payment Date. The Company shall not be liable for any loss in transmission.

  1. Depositors

Shareholders who are Depositors and who have Shares standing to the credit of their Securities Accounts as at the Books Closure Date will have the cheques for payment of their respective entitlements to the Cash Distribution under the Capital Reduction despatched to them by CDP by ordinary post at their own risk on the Expected Payment Date. Neither the Company nor CDP shall be responsible or liable for any loss in transmission. Alternatively, such Depositors will have payment of their respective entitlements to the Cash Distribution under the Capital Reduction made in such other manner as they may have agreed with CDP for the payment of dividends or other distributions on the Expected Payment Date.

Shareholders who hold Shares registered in their own names in the Register of Members and who wish to deposit their Shares with CDP prior to the Books Closure Date must deliver their existing share certificates in respect of their Shares, together with the duly executed instruments of transfer in favour of CDP, at least 12 Market Days prior to the Books Closure Date in order for their Securities Accounts to be credited with the relevant Shares by the Books Closure Date.

By Order of the Board

NG SOON KAI

Independent Director

1 October 2021

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Seroja Investments Limited published this content on 01 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 October 2021 07:22:06 UTC.