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AMTEK ENGINEERING LTD
(Incorporated in the Republic of Singapore)
(Registration No : 198003886K)
ANNOUNCEMENT
MANDATORY CONDITIONAL CASH OFFER
TO ACQUIRE ALL THE ISSUED ORDINARY SHARES IN THE CAPITAL OF
AMTEK ENGINEERING LTD
1. INTRODUCTION
The Board of Directors (the “Board”) of Amtek Engineering Ltd (the “Company” or
“Amtek”) wishes to inform the shareholders of the Company (“Shareholders”) that
PricewaterhouseCoopers Corporate Finance Pte Ltd and Standard Chartered Bank
(collectively, the “FAs”) have, for and on behalf of Metcomp Co (Singapore) Pte. Ltd. (the
“Offeror”), on 22 May 2007, issued an announcement (the “Offer Announcement”)
stating, inter alia, that:
(i) the Offeror intends to make a mandatory conditional cash offer (the “Offer”) for all
the remaining issued ordinary shares (the “Shares”) in the capital of the Company
not already owned, controlled or agreed to be acquired by the Offeror or any party
acting in concert with it (the “Offer Shares”);
(ii) as at the date of the Offer Announcement, the Offeror, together with the Relevant
Persons (as defined in the Offer Announcement) own, control or have agreed to
acquire an aggregate of 230,857,166 Shares, representing approximately 49.26
per cent. of the issued share capital of the Company 1 ;
(iii) in accordance with Rule 14 of the Singapore Code on Take-overs and Mergers
(the “Code”) and subject to the terms and conditions set out in the offer document
to be issued by the FAs, for and on behalf of the Offeror (the “Offer Document”),
the Offeror will make the Offer for the Offer Shares at an offer price (the “Offer
Price”) of S$1.10 for each Share;
(iv) the Offer Shares are to be acquired (a) fully-paid, (b) free from all liens, equities,
mortgages, charges, encumbrances, rights of pre-emption and other third party
rights and interests of any nature whatsoever, and (c) together with all rights,
benefits and entitlements attached thereto as at the date of the Offer
Announcement and thereafter attaching thereto (including all voting rights and the
right to receive and retain all dividends and other distributions (if any) which may
be announced, declared, paid or made thereon by the Company on or after the
date of the Offer Announcement together with all interest accrued thereon). If any
dividend, other distribution or return of capital is declared, made or paid on or after
1 Based on 468,675,944 Shares as mentioned in footnote (1) of the Offer Announcement.

the date of the Offer Announcement, the Offeror reserves the right to reduce the
Offer Price by the amount of such dividend, distribution or return of capital;
(v) The Offer will be extended, on the same terms and conditions, to all new Shares
unconditionally issued or to be issued pursuant to the valid exercise prior to the
close of the Offer of any options (each, an “Option”) to subscribe for new Shares
granted under the Amtek Engineering Ltd (2000) Share Option Scheme (the “2000
Share Scheme”). For the purpose of the Offer, the expression “Offer Shares”
shall include such Shares; and
(vi) the Offer will be conditional upon the Offeror having received, by the close of the
Offer, valid acceptances in respect of such number of Offer Shares which, when
taken together with the number of Shares owned, controlled or agreed to be
acquired by the Offeror and parties acting in concert with it (either before or during
the Offer and pursuant to the Offer or otherwise), will result in the Offeror and the
parties acting in concert with it holding such number of Shares carrying more than
50 per cent. of the voting rights attributable to the issued share capital of the
Company as at the close of the Offer (the “Condition”) (including any voting rights
attributable to the Shares unconditionally issued or to be issued pursuant to the
valid exercise of any Options prior to the close of the Offer);
Accordingly, the Offer will not become or be capable of being declared
unconditional as to acceptances until the close of the Offer, unless at any time
prior to the close of the Offer, the Offeror has received valid acceptances in
respect of such number of Offer Shares which, when taken together with the
number of Shares owned, controlled or agreed to be acquired by the Offeror and
parties acting in concert with it (either before or during the Offer and pursuant to
the Offer or otherwise), will result in the Offeror and parties acting in concert with it
holding such number of Shares carrying more than 50 per cent. of the maximum
potential issued share capital of Amtek. For this purpose, the “maximum
potential issued share capital of Amtek” means the total number of Shares
which would be in issue had all the Options been validly exercised as at the date
of such declaration.
Further details and information on the Offer are set out in the Offer Announcement, a copy
of which is enclosed with this Announcement. Shareholders are encouraged to refer to the
full text of the Offer Announcement.
2. INFORMATION ON THE OFFEROR
The following information on the Offeror is extracted from the Offer Announcement:
“5.1 The Offeror
The Offeror is an investment holding company incorporated in Singapore on 8
March 2007. The Offeror is an indirect wholly-owned subsidiary of Metcomp
Holdings ("MH") through Metcomp Co. ("MC"), an intermediate wholly-owned

subsidiary of MH. MH is an exempted company incorporated under the laws of
Cayman Islands and is wholly owned by Standard Chartered Private Equity
Limited ("SCPEL").
The directors of each of the Offeror, MC, MH and the Offeror's wholly-owned
subsidiary, Asia Precision Metals (Singapore) Pte. Ltd. ("APM") are Messrs
Vibhav Panandiker and Sokho Jung.
5.2 Consortium
For purposes of making the Offer, SCPEL has formed a consortium with CVC
Capital Partners Asia Pacific II L.P. ("CVC Asia Fund"), CVC Capital Partners
Asia Pacific II Parallel Fund - A, L.P. ("CVC Asia Parallel Fund") and Timespace
Trading Limited (the "Investor").
CVC Asia Fund and CVC Asia Parallel Fund collectively hold 100 per cent. of the
issued share capital of Metcomp Group Holdings ("MGH"), a Cayman Islands
entity acting in concert with the Offeror in relation to the Offer. MGH has entered
into sale and purchase agreements to acquire 135,007,230 Shares from certain
shareholders of the Company, representing approximately 28.81 per cent. of the
issued share capital of the Company 2 . MGH will transfer all the Shares that it
holds to the Offeror at the Offer Price on the date the Offer closes, lapses or is
withdrawn in accordance with the Code. Following the close of the Offer and on
the same day, MGH and the Investor will subscribe for new ordinary shares in MH,
such that the shareholding proportion of SCPEL, MGH and the Investor in the
issued ordinary share capital of MH will be 45 per cent., 45 per cent. and 10 per
cent. respectively.
5.3 SCPEL
SCPEL is a company incorporated under the laws of Hong Kong and is an indirect
wholly-owned subsidiary of SCB. SCPEL has been formed primarily as an
investment holding company of SCB to make private equity investments in the
Asia Pacific region. It invests in mid to late stage companies in need of expansion
capital or acquisition finance, and in management buy-outs.
5.4 CVC Entities
Each of CVC Asia Fund and CVC Asia Parallel Fund is an exempt limited
partnership formed under the laws of Cayman Islands. The general partner of
CVC Asia Fund and CVC Asia Parallel Fund is CVC Capital Partners Asia II
Limited ("CVC GP"), a company incorporated in Jersey, Channel Islands. The
holding company of CVC GP is CVC Capital Partners Advisory Company Limited.
CVC GP is advised by CVC Asia Pacific Ltd ("CVC AP") in respect of investments
in the Asia Pacific region.
2 Based on 468,675,944 Shares as mentioned in footnote (1) of the Offer Announcement.

5.5 Investor
The Investor is a company incorporated in the British Virgin Islands and its
shareholders and directors are Yeong Bou Wai and Ng Won Lein.”
3. RATIONALE FOR THE OFFER
The following which is extracted from the Offer Announcement sets out the Offeror’s
rationale for the Offer:
“7. Rationale for the Offer
The Offer is made by the Offeror in compliance with Rule 14 of the Code because
the Offeror, together with the Relevant Persons (as defined below) have agreed to
acquire Shares representing more than 30 per cent. of the voting rights of the
Company.
The Offeror currently has no intention to propose any major changes to the
businesses of Amtek or to re-deploy the core fixed assets of Amtek. Following the
close of the Offer, the Offeror will continue to monitor the financial performance of
Amtek on a regular basis and identify areas in which the strategic direction and
operations of Amtek can be enhanced by for example, acquisitions and increasing
capacity.
The Offeror has a high regard for the skills and experience of the current
management of Amtek and one of the Offeror’s key objectives is to retain and
augment the current management team after the close of the Offer to continue to
build upon the current businesses and operations of Amtek.”
4. DELISTING AND COMPULSORY ACQUISITION
The following information on the Offeror’s intention as regards the listing status of the
Company on the Singapore Exchange Securities Trading Limited, and the Offeror’s right to
compulsorily acquire all the Shares of the Shareholders who have not accepted the Offer
at a price equal to the Offer Price, is extracted from the Offer Announcement:
“9.1 Trading Suspension and Listing Status
Under the provisions of the listing manual of the SGX-ST, upon the announcement
by the Offeror that valid acceptances have been received that bring the Shares
owned by it and parties acting in concert with it to more than 90 per cent. of the
issued share capital of the Company, the SGX-ST may suspend the listing of the
Shares in the Ready and Odd-Lots markets until it is satisfied that at least 10 per
cent. of the Shares are held by at least 500 shareholders of the Company who are
members of the public ("Free Float").

Rule 725 states that the SGX-ST may allow the Company a period of three
months, or such longer period as the SGX-ST may agree, for the Free Float to be
raised to at least 10 per cent., failing which the Company may be de-listed.
It is the intention of the Offeror to obtain a controlling shareholding interest
in Amtek. Notwithstanding this, if the Free Float is less than 10 per cent., the
Offeror will seek a delisting of the Shares. Accordingly, the Offeror does not
intend to take steps for any trading suspension of the Shares by the SGX-ST
to be lifted in the event that the Free Float is less than 10 per cent.
9.2 Compulsory Acquisition
5. OFFER DOCUMENT
It is the intention of the Offeror to obtain a controlling shareholding interest
in Amtek. If pursuant to the Offer, the Offeror receives acceptances representing
not less than 90 per cent. of the Shares (other than those already held by the
Offeror, its related corporations or their respective nominees as at the date of the
Offer), the Offeror intends to exercise its rights of compulsory acquisition under
section 215(1) of the Companies Act, Chapter 50 of Singapore and seek a
delisting of Amtek from the SGX-ST.”
According to the Offer Announcement, the Offer Document, setting out the terms and
conditions of the Offer and enclosing a Form of Acceptance and Authorisation and/or a
Form of Acceptance and Transfer will be despatched to holders of Offer Shares not earlier
than 14 days and not later than 21 days from the date of the Offer Announcement.
6. FINANCIAL ADVISERS
Macquarie Securities (Asia) Pte Limited is the financial adviser to the Company in respect
of the Offer.
In addition, the Board will be appointing an independent financial adviser to advise the
Directors of the Company who are regarded as independent for the purposes of the Offer
under the Code (the “Independent Directors”). A circular containing the advice of the
independent financial adviser and the recommendation of the Independent Directors will
be sent to the Shareholders within 14 days from the date of the despatch of the Offer
Document to be issued by the Offeror.
In the meantime, Shareholders are advised to refrain from taking any action in
relation to their Shares which may be prejudicial to their interests until they or their
advisers have considered the information and the recommendation of the
Independent Directors, as well as the advice of the independent financial adviser,
which will be set out in the circular to be issued in due course to the Shareholders.

7. RESPONSIBILITY STATEMENT
The Directors of the Company (including those who may 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, and they jointly and severally accept responsibility
accordingly. Where any information has been extracted or reproduced from published or
otherwise publicly available sources, the sole responsibility of the Directors of the
Company has been to ensure through reasonable enquires that such information is
accurately extracted from such sources or, as the case may be, reflected or reproduced in
this Announcement.
BY ORDER OF THE BOARD
Heng Fook Pyng, Jeslyn
Company Secretary
Singapore, 22 May 2007