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News Release OSIM SIGNS PUT & CALL DEED FOR 31.13% OF ...

News Release OSIM SIGNS PUT & CALL DEED FOR 31.13% OF ...

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<strong>News</strong> <strong>Release</strong><strong>OSIM</strong> <strong>SIGNS</strong> <strong>PUT</strong> & <strong>CALL</strong> <strong>DEED</strong><strong>FOR</strong> <strong>31.13%</strong> <strong>OF</strong> GLOBAL ACTIVE LIMITEDSingapore, 24 September 2004 – Singapore Exchange Mainboard-listed <strong>OSIM</strong>International Ltd (“<strong>OSIM</strong>”), a global leader in healthy lifestyle products, todayannounced the signing of a conditional put and call deed (Deed) for 74,716,034 shares ofGlobal Active Limited (Global Active or Company), representing approximately <strong>31.13%</strong>of the issued and paid-up capital of the Company.Under the Deed with Healthcare Group Inc. (Vendor) and one of the Vendor’sshareholders, Ms Cynthia Poa Kheng Bee (Warrantor), the Vendor has granted a calloption to <strong>OSIM</strong> in respect of 74,716,034 shares of Global Active (Vendor Shares) at aprice of S$0.28 per share of the Company. <strong>OSIM</strong> has granted a corresponding put optionto the Vendor in respect of the Vendor Shares.Mr Ron Sim, Founder & Chief Executive Officer of <strong>OSIM</strong> said, “I am pleased that <strong>OSIM</strong>has secured the call option for 74,716,034 shares of Global Active. If the call option isexercised, <strong>OSIM</strong>’s stake in the Company will increase to 55.05% based on GlobalActive’s issued and paid–up share capital as at the date hereof. Global Active is the soleGNC franchisee in China, Singapore, Malaysia, Brunei, Guam and Saipan and USmilitary bases in Japan, Korea and Guam. It has a regional network of 100 GNC outlets.”Pg 1 of 6


“I am optimistic for the tremendous long-term potential of the nutrition business in Asia. Inthe coming years, we will focus on growing our nutrition segment. The additional investmentin Global Active will enable <strong>OSIM</strong> to speed up its penetration of the nutrition market in Asiathrough the development of GNC outlets.” Mr Sim added.Ms Serene Tan, Chief Operating Officer of Global Active said, “This additional investmentby <strong>OSIM</strong> will allow Global Active to leverage on <strong>OSIM</strong>’s extensive distribution channels forour nutraceutical products in Asia. Ron Sim has always been generous in sharing hisknowledge and experience with us and we deem this move as synergistically beneficial. Theproposed acquisition by <strong>OSIM</strong> demonstrates its confidence in the management team of theCompany as well as the future potential of our business.”The exercise of both options is conditional upon fulfilment of the following conditions:(a)(b)(c)<strong>OSIM</strong> having obtained approval from its shareholders for entering into the Deedand the transactions it contemplates (including the making of the Offer ashereinafter defined);the Moratorium (as hereinafter defined) having been waived or having expired inaccordance with its terms; andthe delivery to <strong>OSIM</strong> of written consents or waivers (in terms satisfactory to the<strong>OSIM</strong> acting reasonably) from all relevant third parties, whose consents arematerial to the business and operations of the Global Active group (including butnot limited to General Nutrition International Inc.) to the effect that they consentto the Deed and the transactions it contemplates and agree not to exercise anyright (whether of termination or otherwise) arising by reason of the transactions itcontemplates.Global Active’s franchise agreement with General Nutrition International Inc. (GNI) requiresthat certain consents be obtained from GNI. It also gives GNI pre-emption rights over acontrolling shareholder’s interest in Global Active. It is intended that GNI will beapproached for the requisite consents and waivers.Pg 2 of 6


The Vendor Shares are currently under a moratorium (Moratorium) imposed by theSingapore Exchange Securities Trading Limited at the time of the initial public offering ofGlobal Active on 6 February 2004. The moratorium will expire on 6 February 2005. Underthe Deed, the options can only be exercised in the period commencing 7 February 2005 andexpiring on 7 March 2005. If the moratorium for any reason is lifted or ceases to apply priorto its expiry date of 6 February 2005, then the options can be exercised in the periodcommencing on and including the day falling immediately after the moratorium is lifted, upto and expiring at 5.00 p.m on the day falling 30 days later.<strong>OSIM</strong> currently owns 57,408,000 shares of Global Active, representing approximately23.92% of the issued and paid-up share capital of the Company. In the event that either of theoptions is exercised, <strong>OSIM</strong> will be obliged in compliance with the Singapore Code on Takeoversand Mergers to make an unconditional mandatory offer to acquire all shares in theissued and paid up share capital of the Company (other than those already owned, controlledor agreed to be acquired by <strong>OSIM</strong> or parties acting in concert with it at the date of the offer)at a price of S$0.28 per share of the Company or any higher price paid by <strong>OSIM</strong> and partiesacting in concert with it in the six months preceding the offer.<strong>OSIM</strong> understands that with the signing of the Deed, the shareholders of the Vendor – theWarrantor and Ms Serene Ali Tan (Ms Tan), have agreed that the Vendor’s remaining sharesin Global Active (Distribution Shares), amounting to approximately 10% of the issued andpaid-up share capital of Global Active as at the date hereof, will be transferred to Ms Tan.The Warrantor is currently the Chief Executive Officer (CEO) of Global Active whilst MsTan is its Chief Operating Officer. <strong>OSIM</strong> understands that assuming successful completionof the Proposed Acquisition, the Warrantor proposes to resign from her positions as CEO anddirector of Global Active and that Ms Tan has indicated her willingness to be appointed asCEO in her place, subject to the approval of the board of directors of Global Active.Pg 3 of 6


It should be noted that the unconditional mandatory offer will only be made in theevent that one of the options is exercised and there is no certainty that this will takeplace. For details of the transaction, please refer to the Masnet Announcement dated 24September 2004 attached herein.Responsibility StatementThe directors of <strong>OSIM</strong> and Global Active (including any who may have delegated detailedsupervision of this announcement) have taken all reasonable care to ensure that the factsstated and all opinions expressed in this announcement are fair and accurate and that nomaterial facts have been omitted, and they jointly and severally accept responsibilityaccordingly. Where any information has been extracted from published or publicly availablesources (including, without limitation, in relation to <strong>OSIM</strong> and Global Active and itssubsidiaries and associated companies), the sole responsibility of the directors of <strong>OSIM</strong> andGlobal Active has been to ensure through reasonable enquiries that such information isaccurately extracted from such sources or, as the case may be, reflected or reproduced in thisannouncement.Pg 4 of 6


About Global Active LimitedThe Global Active Group, the sole GNC franchise in Singapore, Malaysia, Brunei, Guam,Saipan and certain U.S. military and naval bases in Japan, Korea and Guam, is also thelargest specialty marketer and distributor of nutracetical products in Singapore.Nutraceuticals is a category of healthy lifestyle products that encompasses nutritionalsupplements, vitamins, minerals, herbs and functional foods that have general healthbenefits.The Global Active Group markets a wide product mix, of more than 1,500 nutraceuticalproducts, through its network of 100 GNC retail outlets throughout its Asian network. Italso operates a Priority Nutrition Consultation in Singapore, a first-of-its kind wellnesscentre that offers a host of personalized service initiatives for its priority members.The Global Active group also distributes nutraceutical products of other third-partyinternational brands and since 1997, has started its own range of proprietary productsunder the L.A.C. brand. Please visit us at www.global-active.com.sg.Investor Relations:NRA Capital Pte LtdMs Juliet AngMs Anita YeeTel: 65-6236 6883/6Email:juliet.ang@netresearch-asia.comanita@netresearch-asia.comMedia Relations:imPRESSions Public Relations Pte LtdMs Corinne TanDirector & Principal ConsultantTel: 65-6354 0225 / Fax: 65-6354 3886Email: cor@impressions-pr.comPg 5 of 6


About <strong>OSIM</strong> International LtdSGX mainboard-listed <strong>OSIM</strong> is a global leader in healthy lifestyle products. It is the leadingAsian brand for healthy lifestyle products.Established in 1980, <strong>OSIM</strong> is a brand management and niche marketing company with afocus on the consumer. The Group is innovation-driven and is an IP (intellectual property)developer. <strong>OSIM</strong> uses innovative selling approaches and constantly enhances its innovationcapabilities to produce successful products with superior designs, features and quality. Asan IP developer, <strong>OSIM</strong> controls its brands, designs, technologies and concepts.Today, <strong>OSIM</strong> operates a wide point-of-sales network of about 540 <strong>OSIM</strong> outlets in Asia, theMiddle East, United Kingdom and North America. Our business currently comes under fourcomplementary focuses. Together, these focuses reflect <strong>OSIM</strong>’s holistic and integratedapproach to healthy lifestyle.• Health Focus is about helping you to make the right choices in managing your healthylifestyle.• Hygiene Focus is about clean air, clean water and clean environment for your homeand office.• Nutrition Focus is about supplementing your daily nutritional needs for a balanced diet.• Fitness Focus is about bringing the convenience of fitness to the comfort of your home.<strong>OSIM</strong> Global Network:Hong Kong • China • Taiwan • Singapore • Malaysia • Brunei • Australia • CanadaIndia • Indonesia • Ireland • Korea • Kuwait • Philippines • Saudi ArabiaSouth Africa • Thailand • UAE • UK• Ukraine • USAAbout 540 <strong>OSIM</strong> Outlets Worldwide In 21 CountriesFor more information, please visit www.osim.biz or contact us at ir@osim.com.sgInvestor Relations:Cyrus Capital ConsultingMr Lee Teong SangPrincipal ConsultantTel: 65-6254 6973 / Fax: 65-6254 6811Email: teongsang@cyrus.com.sgMedia Relations:imPRESSions Public Relations Pte LtdMs Corinne TanDirector & Principal ConsultantTel: 65-6354 0225 / Fax: 65-6354 3886Email: cor@impressions-pr.comENDPg 6 of 6

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