ECS HOLDINGS LIMITED RESTORATION OF PUBLIC FREE ...

ECS HOLDINGS LIMITED
Incorporated in Singapore
Company Registration No. 199804760R
RESTORATION OF PUBLIC FREE FLOAT
The Board of Directors of ECS Holdings Limited (the “Company” or “ECS”) refers to its
previous announcements of 31 March 2008, 12 June 2008 and 14 July 2008 and to the
announcement (the “VST Announcement”) released by VST Holdings Limited (“VST”)
earlier today on the Stock Exchange of Hong Kong Limited (“HKSE”), a copy of which is
attached hereto.
Placement of Shares
The Company has been informed by VST that VST has appointed CIMB-GK Securities
Pte. Ltd. (“CIMB-GK”) as the placement agent to use its best endeavours to inter alia,
procure purchasers for an aggregate of 33,000,000 shares in the capital of ECS (the
“Placement Shares”) with a view to restoring the Public Free Float as follows :-
(a)
(b)
32,000,000 Placement Shares to be placed to investors who are accredited
investors or institutional investors (“Sophisticated Investors”) at a purchase price
of S$0.45 per ECS Share; and
1,000,000 Placement Shares to be placed to investors who are retail investors
(being purchasers who are not (i) a director, chief executive officer, substantial
shareholder or controlling shareholder of ECS or its subsidiary companies, (ii) an
associate (as defined in the SGX-ST Listing Manual) of the persons in (i); nor (iii)
a Sophisticated Investor) at a purchase price of S$0.40 per ECS Share,
(the “Placement”).
Completion (“Completion”) of the Placement is conditional, inter alia, on :-
(i)
(ii)
(iii)
the approval in principle of the Singapore Exchange Securities Trading Limited
(“SGX-ST”) for the lifting of the suspension in trading of the ECS Shares being
granted by SGX-ST;
the ECS Shares remaining listed on the Main Board of the SGX-ST on the
Completion Date (being the date falling the Business Day immediately after all
the Conditions Precedent have been satisfied or waived or such other date as
the parties may agree in writing); and
the consent of ABN AMRO Bank N.V., Hong Kong branch (“ABN AMRO”) for the
sale of the Placement Shares pursuant to the Placement and completion of the
release of the ABN Charge (being the charge over the ECS Shares owned by the
Company, including the Placement Shares, given by VST in favour of ABN
AMRO as securities for certain loan facilities extended by ABN AMRO to VST) in
respect of the Placement Shares prior to or upon Completion.

Upon completion of the Placement by CIMB-GK, VST’s shareholding in ECS will be
reduced to approximately 89.7%. Further, upon completion of the Placement, at least
10% of the issued ECS Shares excluding treasury shares will be held by at least 500
shareholders who are members of the public.
Sale of Shares
As stated in the VST Announcement, VST has on 12 August 2008 entered into
agreements (the “Sophisticated Investor Agreements”) with seven Sophisticated
Investors (the “Purchasers”) pursuant to which the Purchasers had agreed to purchase
from VST of the 32,000,000 Placement Shares referred to in (a) above in the capital of
the Company (the “Sale Shares”) representing approximately 8.76% of the issued ECS
Shares, at a purchase price of S$0.45 per ECS Share.
It is further stated in the VST Announcement that VST has granted a put option to the
Purchasers to require VST to purchase the Sale Shares from them at the exercise price
of S$0.477 per ECS Share which shall be adjusted for certain deductions on the one day
falling one calendar year after the recommencement of trading of ECS Shares on the
SGX-ST.
Resumption of Trading
CIMB-GK has confirmed to the SGX-ST that the Placement Shares have been fully
placed out. As such, the Company is also pleased to announce that the SGX-ST has
granted its in-principle approval for the lifting of the suspension, and resumption of
trading, of the ECS Shares on the Official List of the SGX-ST subject to, inter alia, :-
(a)
(b)
(c)
Submission of confirmation by CIMB-GK that ECS has complied with Rule 1105 of
the SGX-ST Listing Manual;
Submission of confirmation by CIMB-GK that the Placement has been completed;
and
Prompt announcement (via SGXNET) by ECS on the date and time of resumption
of trading in its shares.
The in-principle approval of the SGX-ST is not an indication of the merits of the
Placement, the Company or its subsidiaries.
Trading in ECS Shares is expected to resume at 9.00 a.m. on 15 August 2008.
BY ORDER OF THE BOARD
Eddie Foo Toon Ee
Company Secretary
13 th August 2008