ABR HOLDINGS LIMITED CIRCULAR TO SHAREHOLDERS in

ABR HOLDINGS LIMITED CIRCULAR TO SHAREHOLDERS in

CIRCULAR DATED 10 April 2012 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should tak...

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CIRCULAR DATED 10 April 2012 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, accountant, solicitor or other professional adviser immediately. If you have sold or transferred all your shares in the capital of ABR HOLDINGS LIMITED (the “Company”) held through The Central Depository (Pte) Limited (“CDP”), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certificate(s), you should immediately hand this Circular together with the enclosed Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

ABR HOLDINGS LIMITED

Company Registration No. 197803023H (Incorporated in Singapore)

CIRCULAR TO SHAREHOLDERS in relation to THE DISPOSAL BY THE COMPANY OF ITS ENTIRE INTEREST IN EMIRADA TRADING PTE LTD

IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form

:

Date and time of Extraordinary General Meeting

: 30 April 2012 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place)

Venue of Extraordinary General Meeting :

28 April 2012 at 11.00 a.m.

41 Tampines Street 92 #03-00 ABR Building Singapore 528881

CONTENTS DEFINITIONS....................................................................................................................................................................... 1 LETTER TO SHAREHOLDERs............................................................................................................................................ 4 1.

INTRODUCTION.................................................................................................................................................... 4

1.1

Relative Figures under Chapter 10 of the Listing Manual...................................................................................... 4

1.2

Purpose of the Circular.......................................................................................................................................... 5

2.

THE DISPOSAL..................................................................................................................................................... 5

2.1

The Emirada Group............................................................................................................................................... 5

2.2

Remaining Businesses of the Group..................................................................................................................... 6

2.3

Information on the Purchaser................................................................................................................................. 6

2.4

Consideration......................................................................................................................................................... 6

2.5

Conditions Precedent and other Salient Terms...................................................................................................... 7

2.6

Rationale for the Disposal...................................................................................................................................... 7

2.7

Use of Proceeds.................................................................................................................................................... 8

2.8

Financial Effects of the Disposal............................................................................................................................ 8

3.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS............................................................. 9

4.

DIRECTORS’ RECOMMENDATION..................................................................................................................... 9

5.

EXTRAORDINARY GENERAL MEETING............................................................................................................. 9

6.

ACTION TO BE TAKEN BY SHAREHOLDERS..................................................................................................... 9

7.

DIRECTORS’ RESPONSIBILITY STATEMENT.................................................................................................... 9

8.

DOCUMENTS FOR INSPECTION...................................................................................................................... 10

Annex 1: Announcement Dated 10 February 2012.............................................................................................. 11 Appendix 1: GENERAL INFORMATION............................................................................................................................ 15 Appendix 2: NOTICE OF EXTRAORDINARY GENERAL MEETING................................................................................. 16 PROXY FORM

DEFINITIONS In this Circular and the Appendices hereto the following definitions apply throughout except where the context otherwise requires: Companies “Company”

:

ABR Holdings Limited (Company Registration No. 197803023H)

“Emirada Group”

:

Emirada and its direct and indirect subsidiaries namely, Focus Network, FNA Manufacturing, FNA Marketing, PT Focus, Global Vintage, FNA Investment, Hydro, Shanghai Ines and IA Group

“Emirada”

:

Emirada Trading Pte Ltd (Company Registration No. 200108069G)

“FNA HK”

:

FNA Hong Kong Limited (Company Registration No. 1712487)

“FNA Investment”

:

FNA Investment Holdings Pte. Ltd. (Company Registration No. 200723684C)

“FNA Manufacturing”

:

FNA Manufacturing Sdn. Bhd. (Company Registration No. 393888-X)

“FNA Marketing”

:

F.N.A. Marketing (M) Sdn. Bhd. (Company Registration No. 307905-U)

“Focus Network”

:

Focus Network Agencies No. 199104877N)

“Global Vintage”

:

Global Vintage Network Pte. Ltd. (Company Registration No. 200405573H)

“Group”

:

The Company and its subsidiaries

“Hydro”

:

Hydro Style Pte. Ltd. (Company Registration No. 199408009G)

“IA Group”

:

IA Group International Pte. Ltd. (Company Registration No. 200921522D)

“Kingdom Investment” or “Purchaser”

:

Kingdom Investment Holdings Pte Ltd (Company Registration No. 201202716D)

“PT Focus”

:

PT Focus Network Agencies Indonesia (Registration No. 09.01.1.51.23242)

“Shanghai Ines”

:

Shanghai Ines Trading Co., Ltd (Registration No. 310000400113098)

“Swensen’s”

:

Swensen’s of Singapore (1996) Pte Ltd (Company Registration No. 199601931C)

“Act”

:

The Companies Act, Chapter 50 of Singapore as may be amended from time to time

“Agreement”

:

The sale and purchase agreement dated 10 February 2012 entered into between the Company, Swensen’s, the Purchaser, Mr Chua, Mr Ang, Mr Loo and Ms Tang setting out the terms and conditions of the Disposal

“Articles of Association”

:

The articles of association of the Company as amended, supplemented or modified from time to time

“Board”

:

The Board of Directors of the Company

“CDP”

:

The Central Depository (Pte) Limited

“Completion Date”

:

The date on which Completion is to take place pursuant to the Agreement

(Singapore)

Pte

Ltd

(Company

Registration

General

1

DEFINITIONS “Completion”

:

Completion of the Disposal under the Agreement

“Consideration”

:

The aggregate purchase consideration of SGD100.0 million payable under the Agreement

“Controlling Shareholder”

:

A person who: (a) holds directly or indirectly 15% or more of the total number of issued Shares excluding treasury Shares in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or (b) in fact exercises control over the Company

“Deposit”

:

The deposit of SGD5.0 million paid by the Purchaser pursuant to the Agreement

“Director”

:

A director of the Company as at the date of this Circular

“Disposal”

:

The proposed sale of the Emirada Group to the Purchaser on the terms and conditions of the Agreement

“EGM”

:

The extraordinary general meeting of the Company to be convened and held at 41 Tampines Street 92, #03-00 ABR Building, Singapore 528881 on 30 April 2012 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place), notice of which is set out on page 16 of this Circular

“Emirada Shares”

:

Ordinary shares in the capital of Emirada

“EPS”

:

Earnings per Share

“FY”

:

Financial year ending or ended 31 December, as the case may be

“Latest Practicable Date”

:

The latest practicable date prior to the printing of this Circular, being 30 March 2012

“Listing Manual”

:

The Listing Manual of the SGX-ST, as amended, modified or supplemented from time to time

“Mr Ang”

:

Mr Ang Yee Lim, Managing Director and a Controlling Shareholder of the Company

“Mr Chua”

:

Mr Chua Tiang Choon, Keith, Executive Chairman of the Company

“Mr Loo”

:

Mr Loo Lip Giam

“Ms Tang”

:

Ms Esther Tang Hai Hwa

“NAV”

:

Net asset value

“NTA”

:

Net tangible assets

“Purchaser”

:

Kingdom Investment

“Rule”

:

Listing Manual Rule

“SGX-ST”

:

The Singapore Exchange Securities Trading Limited

“Share”

:

An ordinary share in the capital of the Company

2

DEFINITIONS “Shareholder”

:

A registered holder of Shares, except where the registered holder is CDP, in which case the term “Shareholders” shall in relation to such Shares mean the Depositors whose securities accounts maintained with CDP are credited with Shares

“Substantial Shareholder”

:

A person who holds, directly or indirectly, 5% or more of Shares

“$” or “SGD” and “cents”

:

Singapore dollars and cents, respectively

“%”

:

Per centum or percentage

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in section 130A of the Act. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or reenacted. Any word defined under the Act or any statutory modification thereof and not otherwise defined in the Circular shall have the same meaning assigned to it under the Act or any statutory modification thereof, as the case may be. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. The total figures listed in certain tables included in this Circular may not be the same as the arithmetic addition of the figures. Any discrepancies are due to rounding.

3

LETTER TO SHAREHOLDERS ABR HOLDINGS LIMITED

Company Registration No. 197803023H (Incorporated in Singapore) Directors: Chua Tiang Choon, Keith Ang Yee Lim Ang Lian Seng Leck Kim Seng Allan Chua Tiang Kwang Quek Mong Hua Lim Jen Howe

Registered Office: 41 Tampines Street 92 Singapore 528881

10 April 2012 To : The Shareholders Dear Sir / Madam, THE DISPOSAL BY THE COMPANY OF ITS ENTIRE INTEREST IN EMIRADA TRADING PTE LTD 1.

INTRODUCTION On 10 February 2012 the Company released an announcement (the “Announcement”, annexed to this Circular as Annex 1 for reference) that the Company and Swensen’s had entered into the conditional Agreement with Kingdom Investment (the Purchaser), Mr Loo, Ms Tang (Mr Loo and Ms Tang are husband and wife, and are the other shareholders of Emirada), Mr Chua Tiang Choon, Keith (Executive Chairman of the Company) and Mr Ang Yee Lim (Managing Director of the Company), for the sale of the Group’s entire interest in 255,000 shares in Emirada representing 51% of the total issued share capital of Emirada (the “Sale Shares”) to the Purchaser (the “Disposal”). Emirada is a private limited company incorporated in Singapore, and as of the Latest Practicable Date has an issued and fully paid up share capital of 500,000 ordinary shares (“Emirada Shares”). The current shareholders of Emirada are the Company (holding 250,000 Emirada Shares), Swensen’s (a wholly-owned subsidiary of the Company, holding 5,000 Emirada Shares), Mr Loo (holding 155,000 Emirada Shares) and Ms Tang (holding 90,000 Emirada Shares). Please see Section 2.1 of this Circular below for further details on the Emirada Group.

1.1

Relative Figures under Chapter 10 of the Listing Manual The Disposal is governed by Chapter 10 of the Listing Manual. The Disposal constitutes a major transaction requiring Shareholders’ approval at a general meeting according to Rule 1014. Based on the consolidated financial information of the Group for the full-year ended 31 December 2011, the relative figures for the Disposal computed on the bases set out in Rule 1006 of the Listing Manual are as follows: (a) (b) (c) (d)

The net asset value of the Sale Shares to be disposed of, compared with the Group’s NAV as at 31 December 2011(1) The net profit attributable to the Sale Shares as compared with the Group’s net profits(2) for the period ended 31 December 2011 The aggregate value of the consideration received as compared with the issuer’s market capitalisation based on the total number of issued Shares excluding treasury Shares(3)(4) The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue

32.9% 97.0% 82.1% Not applicable to a disposal

Notes: (1)

The NAV of the Sale Shares and the Group’s NAV were approximately S$25.4 million and S$77.1 million respectively as at 31 December 2011

(2)

“net profits” means profit before income tax, minority interests and extraordinary items. The net profit before tax (“NPBT”) attributable to the Sale Shares was approximately S$26.4 million as at 31 December 2011. The Group’s consolidated net profit before tax for the full-year ended 31 December 2011 was approximately S$27.2 million.

4

LETTER TO SHAREHOLDERS

1.2

(3)

The Purchase Consideration is S$100.0 million.

(4)

“market capitalisation” of the issuer is determined by multiplying the number of Shares in issue by the weighted average price of such Shares transacted on 9 February 2012, which is the market day preceding the date of the Agreement. The Company’s market capitalization of approximately S$121.9 million is based on its total number of issued Shares of 200,862,734 excluding treasury Shares and the weighted average traded price of S$0.6067 per Share on 9 February 2012, being the market day immediately preceding the date of the Agreement.

Purpose of the Circular The purpose of this Circular is to provide Shareholders with information pertaining to the Disposal and to seek Shareholders’ approval for the Disposal at the EGM to be convened.

2.

THE DISPOSAL

2.1

The Emirada Group Emirada is an investment holding company. It has one wholly-owned subsidiary, Focus Network, which imports and distributes chocolates, confectionery and food products. Focus Network has the following subsidiaries: Name

Shareholding Interest

Business

Country of incorporation

FNA Manufacturing Sdn. Bhd. (“FNA 100% direct interest Manufacturing”) held by Focus Network

Manufacturing and distribution of chocolate products

Malaysia

F.N.A. Marketing (M) Sdn. Bhd. (“FNA Marketing”)

80% direct interest held by Focus Network

Import and distribution of chocolates, candies, food products and groceries

Malaysia

PT Focus Network Agencies Indonesia (“PT Focus”)

85% direct interest held by Focus Network

Import and distribution of chocolates, candies, food products and groceries

Indonesia

Global Vintage Network Pte. Ltd. (“Global Vintage”)

80% direct interest held by Focus Network

Import and export of wines and spirits

Singapore

FNA Investment Holdings Pte. Ltd. (“FNA Investment”)

73.5% direct interest held by Focus Network

Investment holding

Singapore

Hydro Style Pte. Ltd. (“Hydro”)

56.67% direct interest held by Focus Network

Distributors of bathroom taps, shower systems, hardware and accessories and kitchen solutions

Singapore

FNA Hong Kong Limited (“FNA HK”)

80% direct interest held by Focus Network

Distribution and retail of chocolate, confectionary, beverages and other consumables

Hong Kong

Both FNA Investment and Hydro each have one wholly-owned subsidiary, as follows: Name

Shareholding Interest

Business

Country of incorporation

Shanghai Ines Trading Co., Ltd (“Shanghai Ines”)

100% direct interest held by FNA Investment

Import and distribution of chocolates, candies, food products and groceries

People’s Republic of China

IA Group International Pte. Ltd. (“IA Group”)

100% direct interest held by Hydro

Retail of bathroom and kitchen products

Singapore

5

LETTER TO SHAREHOLDERS As the Sale Shares represent the Group’s entire interest in the Emirada Group, upon completion, the Group will no longer hold any interest in Emirada and Focus Network. FNA Manufacturing, FNA Marketing, PT Focus, Global Vintage, FNA Investment, Hydro, FNA HK, Shanghai Ines and IA Group will also all cease to be subsidiaries of the Company. 2.2

Remaining Businesses of the Group After the Disposal, the Company will cease to have any interest in the Emirada Group. The Company will however continue its business in the restaurants and confectionery segment, comprising our operations of Swensen’s, Season Confectionary & Bakery, Season’s Café, Gloria Jean’s Coffees, Oishi Japanese Pizza, Tip Top Curry Puff and Hippopotamus Restaurant. The Company will continue to build on its existing brands both locally and overseas.

2.3

Information on the Purchaser The Purchaser is 100% legally and beneficially owned by Mr Loo and Ms Tang Hai Hwa, who are husband and wife. The Purchaser is an investment holding company incorporated in Singapore on 6 February 2012 for the purposes of being the corporate vehicle through which Mr Loo and Ms Tang (being the other shareholders of Emirada) acquire the Group’s interests in Emirada. In 2003 the Company was approached by Mr Loo and Ms Tang as potential partners and financiers in their management buyout of Focus Network. Mr Loo and Ms Tang were executive directors of Focus Network at that time. The buyout was part of the disposal of assets by the then owners of Focus Network. Emirada was the joint venture company used by the Company, Mr Loo and Ms Tang as the corporate vehicle for the buyout, which was eventually completed in September 2003. Other than their positions as executive directors of the Emirada Group, Mr Loo and Ms Tang currently do not hold any other executive positions or directorships in the Company.

2.4

Consideration The Consideration for the Disposal is S$100.0 million in cash, payable in full (less amount of the Deposit, as defined below) by way of a cashier’s order on completion of the Disposal. The Purchaser has furnished a deposit of S$5.0 million (the “Deposit”) in the form of a cashier’s order to the Company’s solicitors who shall hold the same as neutral stakeholder for the parties to the Agreement, until Completion or termination of the Agreement. In the event that Completion does not take place due to a default on the part of the Purchaser, or the failure on the part of Mr Loo and Ms Tang to procure the full discharge and release of all guarantees or security which has been provided or furnished by the Company to the creditors of Emirada or its subsidiaries or discharge the underlying liabilities of Emirada or its subsidiaries to the satisfaction of the Company, the Group shall be entitled to retain the Deposit, being compensation for estimated loss, damage, inconvenience and opportunity costs suffered by the Group. In the event that Completion does not take place through no fault on the part of the Purchaser, the Purchaser shall be entitled to the immediate return of the Deposit in full without interest. The Purchase Consideration, which was arrived at after negotiations between the parties, is consistent with the Board’s assessment of the value of the Emirada Group. In assessing the value of the Emirada Group the Board took into account, inter alia, the earnings, operations, assets and financial condition of Emirada, the challenges and uncertainties facing the business and the profit realization from the sale. Other factors taken into account in determining the Purchase Consideration include the expediency of timing since the Purchaser did not require formal due diligence to be conducted , minimal warranties to be provided by the Company and no brokerage fees to be paid in connection with the Disposal. Based on the consolidated financial information of the Emirada Group as at 31 December 2011, the net tangible assets attributable to the Sale Shares is approximately S$25.1 million, and the net profit after tax attributable to the Sale Shares for the financial year ended 31 December 2011 is approximately S$10.5 million1. The Purchase Consideration therefore represents a premium of 4.0 times over the net tangible assets of the Sale Shares and a gain of approximately S$74.6 million on disposal. Apart from the foregoing, no other valuation was conducted.

1 Net profit after tax attributable to the Sale Shares of S$10.5 million refers to the Group’s 51% share of the net profit after tax attributable to shareholders of the Emirada Group.

6

LETTER TO SHAREHOLDERS 2.5

Conditions Precedent and other Salient Terms Conditions precedent Pursuant to the terms of the Agreement, the Disposal is conditional upon, among others, the following conditions precedent (the “Conditions”) having been fulfilled or waived (if applicable): (a)

the approval of Shareholders for the Disposal and the terms of the Agreement;

(b)

Mr Chua and Mr Ang, being the majority shareholders of the Company (directly as well as indirectly),1 undertaking to vote and/or procure the necessary votes in favour of the Disposal;

(c)

Mr Loo and Ms Tang, on or before Completion Date, procuring the full discharge and release of all guarantees or security which has been provided or furnished by the Company to the creditors of Emirada or its subsidiaries or discharge the underlying liabilities of Emirada or its subsidiaries to the satisfaction of the Company; and

(d)

all approvals or consents (if any) as may be required from any relevant governmental or regulatory bodies in connection with the transactions contemplated under this Agreement.

Completion Completion of the Disposal shall take place on a date falling seven (7) days after the approval of Shareholders for the Disposal has been obtained at the EGM. If the Conditions pertaining to obtaining shareholders’ approval for the Disposal are not satisfied or waived (if applicable) on or before 30 April 2012 (or such other later date as the Parties may agree)(the “Long-Stop Date”), then the Agreement shall terminate, but without prejudice to any liability arising as a result of a breach by any party, provided that, if as at the Long-Stop Date, the Conditions pertaining to obtaining shareholder approval for the Disposal remain unsatisfied solely due to lack of approvals or consent from any relevant governmental regulatory bodies in connection with the Disposal, the Long-Stop Date shall be extended for a further period of at least one (1) month or such other longer period as the parties may reasonably agree. 2.6

Rationale for the Disposal Since its acquisition by Emirada in 2003, decision making at Focus Network was essentially through discussion and consensus while the overall and operational management rested primarily with Mr Loo and Ms Tang. This was pursuant to a service contract in which Mr Loo served as Managing Director of Focus Network, while Ms Tang continued with her role as Executive Director of Focus Network. The Company recognised that developing and growing the business of Focus Network required competent and experienced management, access to funding and the trust of the various principals. Mr Loo and Ms Tang as a result of their years with Focus Network prior to the acquisition had developed a strong relationship with many of the principals. The business of Focus Network experienced strong growth in the years since acquisition. The strong growth, however, brought about issues of risk and strategy, sustainability and financial exposure. In the last two years the Company found it increasingly difficult to have consensus in these areas. The Company did not believe that imposing its majority position was the way to resolve these matters as it could jeopardise the business to the detriment of all parties. The Company’s strong preference was for a solution that would be amicable and fair to all parties. Eventually, the Board decided that accepting the recent offer from the Purchaser to be in the best interests of the Company. The consideration is consistent with the Board’s assessment of the value of the Emirada Group and allows the Company to realize that value in an immediate and amicable manner with minimal transactional and other costs.

1 As at the Latest Practicable Date, Mr Chua Tiang Choon, Keith (Executive Chairman of the Company), directly and indirectly (through Kechapi Pte Ltd) holds an aggregate of 57,225,858 Shares representing 28.49% of the total number of issued Shares in the Company, while Mr Ang Yee Lim (Managing Director of the Company) directly holds an aggregate of 78,727,301 Shares representing 39.19% of the total number of issued Shares in the Company.

7

LETTER TO SHAREHOLDERS In the circumstances, the Directors view the Disposal as a sound commercial decision. Based on the consolidated financial information of the Group for the year ended 31 December 2011, the Disposal will yield a fair gain of approximately S$74.6 million, the proceeds of which will be used for future business development and investments. 2.7

Use of Proceeds The proceeds of the Disposal will be used for future business development and investments such as for the development and expansion of the Company’s existing brands both locally and overseas as well as for any acquisitions of other businesses in line or complementary with the Company’s core business. Additionally the Company continually considers suitable investment opportunities which maximises value for Shareholders. The Company will make an announcement as and when appropriate in accordance with the Rules. In addition, the Directors intend to propose a suitable special dividend.

2.8

Financial Effects of the Disposal The financial effects of the Disposal on the Group set out below are for illustrative purposes only and are therefore not indicative of the actual financial performance or position of the Group immediately after the completion of the Disposal. They have also been prepared based on the consolidated financial information of the Group for FY2011, and on the following key assumptions: (a)

the effect of the transaction on the earnings per share of the Group shown below is based on the assumption that the Disposal had been effected on 1 January 2011; and

(b)

the effect of the transaction on the net tangible assets per share of the Group shown below is based on the assumption that the Disposal was completed on 31 December 2011.

The effects of the Disposal on the earnings per Share of the Group for FY2011 are as follows: Before the Disposal

Profit attributable to Shareholders (S$’000) Number of Shares (2) Earnings per Share (cents)

After the Disposal

12,522 200,667,900 6.24

84,104(1) 200,667,900 41.91

(1)

Based on the Group’s net profit after tax attributable to shareholders of S$12.5 million less the Group’s 51% share of the net profit after tax attributable to shareholders of the Emirada Group of S$10.5 million, and including the gain on the Disposal of S$82.1 million assuming the Disposal had been effected on 1 January 2011.



The gain on the Disposal of S$82.1 million is based on the Consideration for the Disposal of S$100.0 million less the Group’s 51% share of the Emirada Group’s consolidated net assets as at 1 January 2011 of S$17.9 million.

(2)

Based on weighted average number of ordinary shares in issue.

The effects of the Disposal on the net tangible assets per Share of the Group for FY2011 are as follows: Before the Disposal 75,129 200,862,734 37.40

NTA (S$’000) Number of Shares NTA per Share (cents)

After the Disposal 149,995 200,862,734 74.68

The profit contribution of the Emirada Group to the Group for the last three financial years is as follows: FY 2009 S$’ 000 Net profit of Emirada Group Net profit of the Group Net profit contribution to the Group (%)

12,447 17,733 70.2%

FY 2010 S$’ 000 17,706 22,425 79.0%

Note: “Net profit” means profit before income tax, minority interests and extraordinary items.

8

FY 2011 S$’ 000 26,365 27,191 97.0%

LETTER TO SHAREHOLDERS The impact of the proposed disposal on the Group will result in a lower revenue for FY2012 compared with FY2011. However, profit will be higher because of the gain on disposal of Emirada. The cash position of the Group will be improved significantly by the proceeds of the disposal and enable it to strengthen its existing brands both locally and overseas as well as provide the Group with sufficient resources to promptly take advantage of suitable investments opportunities that may arise. 3.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Company’s Directors or Controlling Shareholders has any interest, direct or indirect, in the Disposal.

4.

DIRECTORS’ RECOMMENDATION Having considered and reviewed, amongst others, the terms and conditions of the Agreement, the rationale for the Disposal and the financial effects of the Disposal as set out in this Circular, the Directors are of the opinion that the Disposal is in the interest of the Company. Accordingly, they recommend that Shareholders vote in favour of the ordinary resolution set out in the Notice of EGM on page 16 of this Circular.

5.

6.

EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 16 of this Circular, will be held at 41 Tampines Street 92, #03-00 ABR Building, Singapore 528881 on 30 April 2012 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place), for the purpose of considering and, if thought fit, passing, with or without modifications the ordinary resolution set out therein. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and who wish to appoint a proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event, so as to arrive at the registered office of the Company, at 41 Tampines Street 92, ABR Building, Singapore 528881 not later than 48 hours before the time fixed for the EGM. The sending of the Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM if he finds that he is able to do so. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least 48 hours before the EGM. A proxy need not be a member of the Company.

7. directors’ responsibility statement The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Disposal, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the Circular in its proper form and context.

9

LETTER TO SHAREHOLDERS 8.

DOCUMENTS FOR INSPECTION A copy of the Agreement dated 10 February 2012 is available for inspection at the registered office of the Company at 41 Tampines Street 92, ABR Building, Singapore 528881, during normal business hours for three (3) months commencing on the date of the Announcement. In addition, copies of the following documents are also available for inspection at the registered office of the Company during normal business hours from the date of this Circular up to and including the date of the EGM: (a) The Memorandum and Articles of Association of the Company; and (b) The Annual Report of the Company for FY2010 and FY2011.

Yours faithfully

Chua Tiang Choon, Keith Executive Chairman For and on behalf of The Board of Directors of ABR HOLDINGS LIMITED

10

Annex 1: Announcement Dated 10 February 2012 ABR HOLDINGS LIMITED

Company Registration No. 197803023H (Incorporated in Singapore) ______________________________________________________________________________________

PROPOSED DISPOSAL OF EMIRADA TRADING PTE LTD (“EMIRADA”)

______________________________________________________________________________________ 1.

INTRODUCTION The Board of Directors (the “Directors”) of ABR Holdings Limited (the “Company”, together with its subsidiaries (the “Group”)) wishes to announce that the Company and Swensen’s of Singapore (1996) Pte Ltd (a wholly-owned subsidiary of the Company) had on 10 February 2012 entered into a conditional sale and purchase agreement (the “Agreement”) with Kingdom Investment Holdings Pte Ltd (the “Purchaser”), Mr Loo Lip Giam and Ms Esther Tang Hai Hwa (being the other shareholders of Emirada), Mr Chua Tiang Choon, Keith (Executive Chairman of the Company) and Mr Ang Yee Lim (Managing Director of the Company), for the sale of the Group’s entire interest in 255,000 shares in Emirada representing 51% of the total issued share capital of Emirada (the “Sale Shares”) to the Purchasers (the “Proposed Disposal”). A circular to shareholders (“Circular”) setting out information on the Proposed Disposal, together with the notice of extraordinary general meeting (“EGM”) to be convened, will be despatched to shareholders in due course. In the meantime, shareholders are advised to refrain from taking any action in relation to their shares in the Company which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations to be set out in the Circular.

2.

INFORMATION ON EMIRADA Emirada is a private limited company incorporated in Singapore, and as of the date hereof has an issued and fully paid up share capital of 500,000 ordinary shares (“Emirada Shares”). The current shareholders of Emirada are the Company (holding 250,000 Emirada Shares), Swensen’s of Singapore (1996) Pte Ltd (a wholly-owned subsidiary of the Company, holding 5,000 Emirada Shares), Loo Lip Giam (holding 155,000 Emirada Shares) and Esther Tang Hai Hwa (holding 90,000 Emirada Shares). Emirada is an investment holding company. It has one wholly-owned subsidiary, Focus Network Agencies (Singapore) Pte Ltd (“Focus”), which imports and distributes chocolates, confectionery and food products. In turn, Focus has the following subsidiaries: Country of incorporation

Name

Shareholding Interest

Business

FNA Manufacturing Sdn. Bhd. (“FNA Manufacturing”)

100% direct interest held by Focus

Manufacturing and distribution of chocolate products

Malaysia

F.N.A. Marketing (M) Sdn. Bhd. (“FNA Marketing”)

80% direct interest held by Focus

Import and distribution of chocolates, candies, food products and groceries

Malaysia

PT Focus Network Agencies Indonesia (“PT Focus”)

85% direct interest held by Focus

Import and distribution of chocolates, candies, food products and groceries

Indonesia

Global Vintage Network 80% direct interest held by Pte. Ltd. (“Global Vintage”) Focus

Import and export of wines and spirits

Singapore

FNA Investment Holdings Pte. Ltd. (“FNA Investment”)

73.5% direct interest held by Focus

Investment holding

Singapore

Hydro Style Pte. Ltd. (”Hydro”)

56.67% direct interest held by Focus

Distributors of bathroom taps, Singapore shower systems, hardware and accessories and kitchen solutions

11

Annex 1: Announcement Dated 10 February 2012 Both FNA Investment and Hydro each have one wholly-owned subsidiary, as follows: Name

3.

Shareholding Interest

Business

Country of incorporation

Shanghai Ines Trading Co., 100% direct interest held Ltd (“Shanghai Ines”) by FNA Investment

Import and distribution of chocolates, candies, food products and groceries

People’s Republic of China

IA Group International Pte. Ltd. (“IA Group”)

Retail of bathroom and kitchen products

Singapore

100% direct interest held by Hydro

INFORMATION ON THE PURCHASER The Purchaser is 100% legally and beneficially owned by Loo Lip Giam and Esther Tang Hai Hwa.

4.

PRINCIPAL TERMS

4.1

Agreement. Pursuant to the Agreement, the Group shall sell and the Purchasers shall purchase the Sale Shares, together with all ensuing rights and obligations, free from all charges, mortgages, liens, encumbrances, security interests, equities and claims whatsoever and together with all rights which now are, or at any time hereafter may become, attached to them.

4.2

Consideration. The consideration for the Proposed Disposal is S$100.0 million in cash (“Purchase Consideration”), payable in full (less the amount of the Deposit, as defined below) by way of a cashier’s order on completion of the Proposed Disposal. The Purchaser has furnished a deposit of S$5.0 million (the “Deposit”) in the form of a cashier’s order to the Company’s solicitors who shall hold the same as stakeholder. In the event Completion does not take place due to a default on the part of the Purchaser, or the failure on the part of Loo Lip Giam and Esther Tang Hai Hwa to satisfy certain obligations under the Agreement, the Group shall be entitled to forfeit the Deposit. The Purchase Consideration was arrived at on a willing buyer and willing seller basis after arm’s length negotiations between the Parties. Based on the consolidated financial information of Emirada (and its subsidiaries, collectively, the “Disposed Group”) as at 31 December 2010, the net tangible assets attributable to the Sale Shares is approximately S$17.7 million, and the net profit attributable to the Sale Shares for the financial year ended 31 December 2010 is approximately S$7.2 million. The Purchase Consideration therefore represents a premium of 5.7 times over the net tangible assets of the Sale Shares and a gain of S$82.1 million on disposal.

4.3

1

Conditions. Pursuant to the terms of the Agreement, the Proposed Disposal is conditional upon, among others, the following conditions precedent (the “Conditions”) having been fulfilled or waived (if applicable): (a)

the approval of the shareholders of the Company for the Proposed Disposal and the terms of the Agreement;

(b)

Chua Tiang Choon, Keith (Executive Chairman of the Company) and Ang Yee Lim (Managing Director of the Company), being the majority shareholders of the Company (directly as well as indirectly),1 undertaking to vote and/or procure the necessary votes in favour of the Proposed Disposal;

(c)

Loo Lip Giam and Esther Tang Hai Hwa, on or before Completion Date (as defined below), procuring the full discharge and release of all guarantees or security which has been provided or furnished by the Company to the creditors of Emirada or its subsidiaries or discharge the underlying liabilities of Emirada or its subsidiaries to the satisfaction of the Company; and

(d)

all approvals or consents (if any) as may be required from any relevant governmental or regulatory bodies in connection with the transactions contemplated under this Agreement.

As at the date of this Announcement, Mr Chua Tiang Choon, Keith (Executive Chairman of the Company), directly and indirectly (through Kechapi Pte Ltd) holds an aggregate of 57,225,858 Shares representing 28.49% of the total number of issued Shares in the Company, while Mr Ang Yee Lim (Managing Director of the Company) directly holds an aggregate of 78,727,301 Shares representing 39.20% of the total number of issued Shares in the Company.

12

Annex 1: Announcement Dated 10 February 2012 4.4

Completion. Completion of the Proposed Disposal shall take place on a date falling seven days after the fulfillment of the Condition described in paragraph 4.3(a) above.



If the Conditions pertaining to obtaining shareholder approval for the Proposed Disposal are not satisfied or waived (if applicable) on or before 30 April 2012 (or such other later date as the Parties may agree)(the “LongStop Date”), then the Agreement shall terminate, but without prejudice to any liability arising as a result of a breach by any party, provided that, if as at the Long-Stop Date, the Conditions pertaining to obtaining shareholder approval for the Proposed Disposal remain unsatisfied solely due to lack of approvals or consent from any relevant governmental regulatory bodies in connection with the Proposed Disposal, the Long-Stop Date shall be extended for a further period of at least one (1) month or such other longer period as the parties may reasonably agree.

4.5

Post Completion. As the Sale Shares represent the Group’s entire interest in Emirada, upon completion, the Group will no longer hold any interest in Emirada, and Focus, FNA Manufacturing, FNA Marketing, PT Focus, Global Vintage, FNA Investment, Hydro, Shanghai Ines and IA Group will also all cease to be subsidiaries of the Company.

5.

RATIONALE FOR THE PROPOSED DISPOSAL The Directors view the Proposed Disposal as a sound commercial decision which will yield an immediate and fair gain of approximately S$82.1 million based on the consolidated financial information of the Group as at 31 December 2010, which will be used for future business development and investments. In addition, the Directors intend to propose a suitable special dividend. As such, for the reasons set out above, and taking into account the gain from the Proposed Disposal, the Directors believe that the Proposed Disposal would be in the best interests of the Group.

6.

RELATIVE FIGURES UNDER CHAPTER 10 OF THE LISTING MANUAL



Based on the unaudited consolidated financial information of the Group for the half-year ended 30 June 2011, the relative figures for the Proposed Disposal computed on the bases set out in Rule 1006 of the SGX-ST Listing Manual (the “Listing Manual”) are as follows: (a) (b) (c) (d)

The net asset value of the Sale Shares to be disposed of, compared with the Group’s net asset value as at 30 June 2011 The net profit attributable to the Sale Shares as compared with the Group’s net profits(1) for the period ended 30 June 2011 The aggregate value of the consideration received as compared with the issuer’s market capitalisation based on the total number of issued shares excluding treasury shares(2)(3) The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue

30.8% 97.9% 82.1% Not applicable to a disposal

Notes: (1)

“net profits” means profit before income tax, minority interests and extraordinary items. The net profit before tax (“NPBT”) attributable to the Sale Shares was approximately S$13.8 million for the half-year ended 30 June 2011. The Group’s unaudited consolidated net profit before tax for the half-year ended 30 June 2011 was approximately S$14.1 million.

(2)

The Purchase Consideration is S$100.0 million.

(3)

“market capitalisation” of the issuer is determined by multiplying the number of shares in issue by the weighted average price of such shares transacted on 9 February 2012, which is the market day preceding the date of the Agreement. The Company’s market capitalization of approximately S$121.9 million is based on its total number of issued shares of 200,862,734 excluding treasury shares and the weighted average traded price of S$0.6067 per share on 9 February 2012, being the market day immediately preceding the date of the Agreement.

Accordingly, as the relative figure under Rule 1006 exceeds 20%, the Proposed Disposal constitutes a “Major Transaction” under Chapter 10 of the Listing Manual, and is therefore conditional upon approval by shareholders being obtained at an EGM.

13

Annex 1: Announcement Dated 10 February 2012 7.

FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL The financial effects of the Proposed Disposal on the Group set out below are for illustrative purposes only and are therefore not indicative of the actual financial performance or position of the Group immediately after the completion of the Proposed Disposal. They have also been prepared based on the audited consolidated financial statements of the Group for the year ended 31 December 2010 (“FY2010”), and on the following key assumptions: (a)

the effect of the transaction on the earnings per share of the Group shown below is based on the assumption that the Proposed Disposal had been effected on 1 January 2010; and

(b)

the effect of the transaction on the net tangible assets per share of the Group shown below is based on the assumption that the Proposed Disposal was completed on 31 December 2010.

The effects of the Proposed Disposal on the earnings per share of the Group for FY2010 are as follows:

Profit/Loss attributable to Shareholders (S$’000) Number of shares Earnings per share (cents)

Before the Proposed Disposal

After the Proposed Disposal

11,042 198,221,234 5.57

91,085 198,221,234 45.95

The effects of the Proposed Disposal on the net tangible assets per share of the Group for FY2010 are as follows:

NTA (S$’000) Number of shares NTA per share (cents) 8.

Before the Proposed Disposal 66,487 199,875,734 33.26

After the Proposed Disposal 148,821 199,875,734 74.46

USE OF PROCEEDS FROM PROPOSED DISPOSAL The proceeds of the Proposed Disposal will be used for future business development and investments. In addition, the Directors intend to propose a suitable special dividend.

9.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the directors or controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Disposal.

10.

RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Announcement and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Announcement constitutes full and true disclosure of all material facts about the Proposed Disposal, the issuer and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Announcement misleading.

11.

DOCUMENTS FOR INSPECTION A copy of the Agreement is available for inspection during normal business hours at the registered office of the Company located at 41 Tampines Street 92 Singapore 528881 for three (3) months from the date of this Announcement. The Company will make further announcements in relation to the Proposed Disposal as and when appropriate.

Submitted by Mr. Ang Lian Seng, Executive Director, for and on behalf of the Board on 10 February 2012 to the SGX-ST.

14

Appendix 1: GENERAL INFORMATION 1.

Interests of Directors and Substantial Shareholders. As at the Latest Practicable Date, the interests of the Directors and Substantial Shareholders in Shares as recorded in the Register of Directors’ Shareholdings and the Register of Substantial Shareholders are as follows: Shareholding Interest Direct Interest

Directors

Percentage Interest (%)

Deemed Interest

Percentage Interest (%)

Chua Tiang Choon, Keith (1)

300,000

0.15

56,925,858

28.34

Allan Chua Tiang Kwang (1)

300,000

0.15

56,925,858

28.34

78,727,301

39.19

-

-

Ang Lian Seng

2,300,000

1.14

-

-

Leck Kim Seng

300,000

0.15

-

-

Lim Jen Howe

300,000

0.15

-

-

Quek Mong Hua

300,000

0.15

-

-

56,925,858

28.34

-

-

-

-

56,925,858

28.34

13,403,000

6.67

-

-

-

-

20,137,000

10.02

Ang Yee Lim

Substantial Shareholders Kechapi Pte Ltd (1) Alby (Private) Limited (1) Kestrel Capital Partners Pte Ltd (2) Lim Eng Hock

(2)

Notes: (1)

Mr Chua Tiang Choon, Keith and Mr Allan Chua Tiang Kwang are deemed interested in the Shares held by Kechapi Pte Ltd through their respective controlling interest in Alby (Private) Limited, by virture of Section 7 of the Companies Act. Kechapi Pte Ltd is a wholly-owned subsidiary of Alby (Private) Limited. Alby (Private) Limited is an investment holding company incorporated in Singapore.

(2)

Mr Lim Eng Hock is deemed interested in 20,137,000 Shares held by nominees including Kestrel Capital Partners Pte Ltd.

15

NOTICE OF EXTRAORDINARY GENERAL MEETING ABR HOLDINGS LIMITED

Company Registration No. 197803023H (Incorporated in Singapore) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of ABR Holdings Limited (the “Company”) will be held at 41 Tampines Street 92, #03-00 ABR Building, Singapore 528881 on 30 April 2012 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place), for the purpose of considering and, if thought fit, passing the following resolution with or without modifications which will be proposed as an ordinary resolution: ORDINARY RESOLUTION The Disposal (1)

That approval be and is hereby given for the disposal of the Company’s entire interest in Emirada Trading Pte Ltd, on the terms and conditions of the Sale and Purchase Agreement entered into on 10 February 2012 between, among others, the Company and Swensen’s of Singapore (1996) Pte Ltd (a wholly-owned subsidiary of the Company) as vendors and Kingdom Investment Holdings Pte Ltd as the purchaser, for an aggregate consideration of SGD100.0 million payable in cash, as a major transaction for the purposes of Chapter 10 of the Listing Manual of the Singapore Exchange Securities Trading Limited; and

(2)

That all the Directors and each of them be and are hereby authorised and empowered to do all acts and things as they or he may consider necessary or expedient to give effect to this Resolution, including without limitation to the foregoing, to negotiate, sign, execute and deliver all documents, approve any amendments, alterations or modifications to any document (if required).

FOR AND ON BEHALF OF THE BOARD

Chua Tiang Choon, Keith Executive Chairman 13 April 2012 Notes: 1.

A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2.

Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100 per cent of the shareholding and any second named proxy as an alternate to the first named.

3.

The instrument of proxy shall be under the hand of the Member, or by its attorney duly authorised in writing, or if the Member is a corporation, under seal or under the hand of its attorney duly authorised in writing. The power of attorney or other authority, if any, under which the instrument of proxy is signed on behalf to the Member or duly certified copy of that power of attorney or other authority (failing previous registration with the Company) shall be attached to the instrument of proxy.

4.

The instrument appointing a proxy must be deposited at the registered office of the Company at 41 Tampines Street 92, ABR Building, Singapore 528881, not less than 48 hours before the time appointed for holding the meeting.

5.

Unless defined herein, capitalised terms in the Resolutions set out in this Notice of EGM shall bear the same meanings as in the Circular to members dated 10 April 2012.

16

ABR HOLDINGS LIMITED

(Company Registration No.: 197803023H) (Incorporated in the Republic of Singapore)

IMPORTANT

1. For investors who have used their CPF monies to buy ABR Holdings Limited’s shares, the Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

EXTRAORDINARY GENERAL MEETING

PROXY FORM

3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf.

*I/We ______________________________________________ (Name) NRIC/Passport no.*______________________ of ______________________________________________________________________________________________ being *a member/members of ABR Holdings Limited (the “Company”), hereby appoint

Name

NRIC/ Passport No.

Address

Proportion of shareholdings to be represented by proxy (%)

*and/or

as *my/our *proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Extraordinary General Meeting of the Company to be held at 41 Tampines Street 92, #03-00 ABR Building, Singapore 528881 on 30 April 2012 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place), and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the Ordinary Resolution to be proposed at the Extraordinary General Meeting as indicated with an “X” in the spaces provided hereunder. If no specified directions as to voting are given, the *proxy/proxies will vote or abstain from voting at *his/their discretion. Ordinary Resolution

For

Against

To the disposal of the Company’s entire interest in Emirada Trading Pte Ltd

Dated this ________day of ____________________ 2012 Total Number of Shares in (a) CDP Register (b) Register of Members

___________________________________ Signature(s) of Member(s)/Common Seal * Delete accordingly IMPORTANT: Please read notes overleaf

No. of shares

Notes:

a)

A member entitled to attend and vote at the Extraordinary General Meeting of the Company shall be entitled to appoint not more than two proxies to attend and vote instead of him.

b)

In any case where the Proxy Form appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the Proxy Form.

c)

A proxy need not be a member of the Company.

d)

The Proxy Form shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

e)

The Proxy Form and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited with the registered office of the Company at 41 Tampines Street 92, ABR Building, Singapore 528881, not less than forty-eight (48) hours before the time appointed for holding the Meeting.

f)

A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and shares registered in his name in the Register of Members of the Company, he should insert the aggregate number of shares. If no number is inserted, this Proxy Form will be deemed to relate to all the shares held by the member of the Company.

g)

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members of the Company whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the Depository Register as at forty-eight (48) hours before the time appointed for holding the Extraordinary General Meeting as certified by The Central Depository (Pte) Limited to the Company.

h)

A Depositor shall not be regarded as a member of the Company entitled to attend the Extraordinary General Meeting and to speak and vote thereat unless his name appears on the Depository Register as at forty-eight (48) hours before the time set for holding the Extraordinary General Meeting.

AFFIX STAMP



The Company Secretary ABR HOLDINGS LIMITED 41 Tampines Street 92 ABR Building Singapore 528881