T T J : Voluntary Conditional Cash Offer – Announcement in relation to the despatch of the Notice to Shareholders

VOLUNTARY CONDITIONAL OFFER BY ASIAN CORPORATE ADVISORS PTE. LTD. FOR AND ON BEHALF OF THC VENTURE PTE. LTD.

• DESPATCH OF NOTICE ON ELECTRONIC DISSEMINATION OF OFFEREE CIRCULAR

1. INTRODUCTION

The Board of Directors (the "Board") of T T J Holdings Limited (the "Company", and together with its subsidiaries, the "Group") refers to:

1. the offer announcement (the "Offer Announcement") issued on 20 May 2022 by Asian Corporate Advisors Pte. Ltd. ("ACA") for and on behalf of THC Venture Pte. Ltd. (the "Offeror") relating to, inter alia, a voluntary conditional offer (the "Offer") for all the issued and paid-up ordinary shares (the "Shares") in the capital of the Company (excluding any Shares held by the Company in treasury) as at the date of the Offer in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers (the "Code");
2. the announcement dated 21 May 2022 made by the Company in response to the Offer Announcement;
3. the announcement dated 1 June 2022 made by the Company in relation to the appointment of ZICO Capital Pte. Ltd. as the independent financial adviser (the "IFA") to advise the directors of the Company who are considered independent for the purposes of the Offer under the Code (the "Recommending Directors") for the purposes of making a recommendation to the Shareholders in connection with the Offer;
4. the offer document dated 10 June 2022 issued by ACA for and on behalf of the Offeror setting out the full terms and conditions of the Offer (the "Offer Document"); and
5. the announcement dated 10 June 2022 made by the Company in relation to the despatch of the Offer Document.

Unless otherwise defined, all capitalised terms used herein shall have the meanings ascribed in the aforesaid announcements and documents.

2. DESPATCH OF NOTICE AND DISSEMINATION OF OFFEREE CIRCULAR

The Board wishes to announce that the Company has today despatched to Shareholders by ordinary post, a hard copy notice ("Notice") in connection with the electronic dissemination of the offeree board circular dated 24 June 2022 (the "Offeree Circular"). The Offeree Circular contains, inter alia, the advice of the IFA to the Recommending Directors, and the recommendation of the Recommending Directors to Shareholders in respect of the Offer.

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The Company has opted for electronic dissemination of the Offeree Circular. Please note that no printed copies of the Offeree Circular will be despatched to Shareholders.

The Notice contains the address and instructions for the electronic access and retrieval of the Offeree Circular.

Electronic copies of the Notice and the Offeree Circular are available on:

1. the SGXNET announcement page of the Company at the following URL:https://www.sgx.com/securities/company-announcements?value=T%20T%20J%20HOLDINGS%20LIMITED&type=company; and
2. the Company's website at the following URL:http://www.ttj.com.sg/newsroom/.

The Offeree Circular requires the immediate attention of Shareholders. Shareholders should read and consider carefully the advice of the IFA to the Recommending Directors as well as the recommendations of the Recommending Directors as set out in the Offeree Circular before deciding whether or not to accept the Offer. Shareholders who are in doubt as to the action they should take should consult their stockbroker, bank manager, legal adviser or other professional advisers immediately.

Shareholders who have not received the Notice within two (2) business days from the date hereof may, during normal business hours and up to 5.30 p.m. (Singapore time) on the Closing Date (as defined below), obtain a copy of the Notice from the share registrar at the following address:

B.A.C.S. Private Limited

77 Robinson Road

#06-03 Robinson 77

Singapore 068896

3. CLOSING DATE

Shareholders should note that pursuant to the Offer Document, the Offer will close at 5.30 p.m. (Singapore time) on 8 July 2022 or such later date(s) as may be announced from time to time by or on behalf of the Offeror ("Closing Date").

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4. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company (including those who have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate and that no material facts have been omitted from this announcement (the omission of which would render any statement in this announcement misleading in any material aspect), and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the Offer Document, the Offer Announcement and any other announcements made by or on behalf of the Offeror), the sole responsibility of the Directors of the Company has been to ensure that such information has been accurately and correctly extracted from such sources and/or reproduced in this announcement in its proper form and context.

BY ORDER OF THE BOARD

Tan Swee Gek

Company Secretary

24 June 2022

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