We refer to the previous announcements and the circular to stockholders dated 15 August 2023 ("Circular") in relation to the Proposals. Unless otherwise stated, the definitions set out in the Circular shall apply herein.

On behalf of the Board, UOBKH wishes to announce that the last of the conditions precedent set out in the SSAs and Supplemental SSAs (i.e. for the Company to obtain the approval of the stockholders at an extraordinary general meeting in respect of the Proposals) have been fulfilled on 30 August 2023, resulting in the SSAs and Supplemental SSAs being unconditional on even date.

Further, on behalf of the Board, UOBKH wishes to announce that OHB had, on 30 August 2023, entered into the following:-

1. third supplemental sale and purchase agreement with SPP and BESB in relation to the Proposed Bukit Langkap Estate Acquisition (“Third Supplemental Bukit Langkap Estate SPA”);
2. third supplemental sale and purchase agreement with SPP and BESB in relation to the Proposed Bentong Estate Acquisition (“Third Supplemental Bentong Estate SPA”); and
3. third supplemental sale and purchase agreement with SPP and BESB in relation to the Proposed Thye Group Estate Acquisition (“Third Supplemental Thye Group Estate SPA”).

(The Third Supplemental Bukit Langkap Estate SPA, Third Supplemental Bentong Estate SPA and Third Supplemental Thye Group Estate SPA are collectively referred to as the “Third Supplemental SPAs”).

The Third Supplemental SPAs were executed to facilitate the further extension of the Cut-Off Date for the Second Supplemental SPAs to 30 October 2023, or such other date as provided in the relevant agreement or as may be mutually agreed between the parties. This is to cater for and accord sufficient time for the relevant parties to fulfil the conditions precedent set out in the SPAs (which were signed on 13 October 2022), including, amongst others, that the Proposed SPP Acquisition being completed in accordance with the terms and conditions contained in the SPP SSA and OHB becoming the sole shareholder of the entire issue share capital of SPP.

Save for the amendments made in relation to the SPSB RPGT Retention Amount as set out in the announcement dated 12 January 2023, the extension of the Cut-Off Date as set out in the Second Supplemental SSAs and Second Supplemental SPAs, as well as the extension of the Cut-Off Date as set out in the Third Supplemental SPAs, all other terms and conditions in the SSAs and SPAs dated 13 October 2022 remain valid, in full force and effect. In addition, save for the above amendments, the details set out in the Circular remain valid and the Third Supplemental SPAs do not have any impact to the issued share capital, substantial stockholders’ stockholdings, consolidated NA and gearing and consolidated earnings and EPS of OHB Group.

This announcement is dated 30 August 2023.