Notes to the Financial Statements - Swissco Holdings Limited

Chairman’s Statement
Dividend
The Board will be recommending a first and final tax-exempt
dividend of 1.0 cent per ordinary share, to be approved
at the forthcoming Annual General Meeting on 16 April
2010.
Proposed Acquisition by C2O Holdings Limited
On 28 October 2009, the Company announced that it had
been notified by C2O Holdings Limited (“C2O”) that it had
entered into a non-binding and conditional term sheet
with our major shareholder, Yeo Holdings Private Limited
to acquire the latter’s 54.75% stake in the Company. C2O
further notified the Company that it plans to acquire all
the remaining shares in the Company by way of a scheme
of arrangement under Section 210 of the Companies Act,
Cap 50. The Company has progressively released updates
of this acquisition exercise to all shareholders through the
SGXNet.
Under the proposed Scheme of Arrangement, C2O
will pay either a cash consideration of S$0.89 per share
to the shareholders (“Cash Consideration”) or provide
a share consideration of 1.7917 shares in C2O (“Share
Consideration”) or a partial Cash Consideration and partial
Share Consideration in the proportion elected by the
shareholders.
In order to assist the Board of the Company in evaluating the
acquisition proposal from C2O, the Board has appointed
PrimePartners Corporate Finance Pte Ltd on 1 February
2010 as the Independent Financial Advisor to advise all
independent directors on this proposed deal. A scheme
document containing the advice of the independent financial
advisor and directors’ recommendation will be forwarded
to all shareholders after the Court grants the Company’s
application to convene a meeting of shareholders to
approve the proposed acquisition. You will be notified of
the meeting when it materialises.
At the date of this report, the proposed acquisition may or
may not take place. I wish to remind you as shareholders
to exercise caution when dealing with the shares of the
Company and to refrain from taking any action in respect
of your shares in the Company which may be prejudicial to
your interest.
Acknowledgement and Appreciation
I would like to express my heartfelt appreciation to fellow
directors, management and staff for their commitment and
valuable contributions to the Group’s business.
Mr Phillip Chan Yee Foo, who is due to retire by rotation
under Article 87 of the Company’s Articles of Association,
consented to remain on the Board as advised to provide
continuity in the process of the proposed acquisition.
In conclusion, I would like to thank all our customers,
business associates, suppliers and shareholders for their
support and confidence in our Group.
Yeo Chong Lin
Chairman
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Annual Report 2009 Swissco International Limited