J.P. MORGAN (S.E.A.) LIMITED - listed company MANDATORY CONDITIONAL OFFERS by J.P. MORGAN (S.E.A.) LIMITED (Company Registration No. 198500154W) (Incorporated in the Republic of Singapore)

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MANDATORY CONDITIONAL OFFERS

by

J.P. MORGAN (S.E.A.) LIMITED(Company Registration No. 198500154W)

(Incorporated in the Republic of Singapore)

for and on behalf of

UE CENTENNIAL VENTURE PTE. LTD.(Company Registration No. 201302021D)


a wholly-owned subsidiary of

UNITED ENGINEERS LIMITED(Company Registration No. 191200018G)


to acquire all the issued ordinary stock units in the capital of

and

all the outstanding convertible bonds due 10 June 2014 issued by

WBL CORPORATION LIMITED(Company Registration No. 191200028Z)


other than those already owned, controlled or agreed to be acquired by

UE Centennial Venture Pte. Ltd. and the Concert Party Group

1. INTRODUCTION

1.1 The Pre-Conditional Offers

J.P. Morgan (S.E.A.) Limited (“J.P. Morgan”), for and on behalf of UE Centennial Venture

Pte. Ltd. (the “Offeror”) which is a wholly-owned subsidiary of United Engineers Limited

(“UE”), refers to the announcement (the “Pre-Conditional Offers Announcement”) dated 30

January 2013 (the “Pre-Conditional Offers Announcement Date”) by J.P. Morgan, for and

on behalf of the Offeror. The Pre-Conditional Offers Announcement stated, inter alia, that

subject to and contingent upon the satisfaction or waiver of the Pre-Condition (as defined in

the Pre-Conditional Offers Announcement), the Offeror intends to make voluntary conditional

offers to acquire:

(a) all the issued ordinary stock units (the “WBL Stock Units”) in the capital of WBL

Corporation Limited (the “Company” or “WBL”) other than those already owned,

controlled or agreed to be acquired by the Offeror and parties acting in concert with it

(the “Voluntary Stock Unit Offer”) in accordance with Rule 15 of The Singapore

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Code on Take-overs and Mergers (the “Code”); and

(b) all the outstanding 2.5% convertible bonds due 10 June 2014 issued by the Company

on 10 June 2009 (the “Convertible Bonds”), other than those already owned,

controlled or agreed to be acquired by the Offeror and parties acting in concert with it

in accordance with Rule 19 of the Code.

A copy of the Pre-Conditional Offers Announcement is available on the website of the

Singapore Exchange Securities Trading Limited (the “SGX-ST”) at www.sgx.com.

1.2 The Pre-Condition

At an extraordinary general meeting of UE held on 12 March 2013, shareholders of UE

granted approval for, inter alia, offers to be undertaken by the Offeror for the WBL Stock Units

and the Convertible Bonds other than those already owned, controlled or agreed to be

acquired by the Offeror and parties acting in concert with it and for the acquisition of WBL

Stock Units and Convertible Bonds whether pursuant to such offers or otherwise.

Accordingly, the Pre-Condition has been satisfied.

1.3 The Conversion

Prior to the date of this Announcement and based on responses received pursuant to

enquiries that the Offeror has made, the Offeror and parties acting or presumed to be acting

in concert with the Offeror (the “Concert Parties”) (including the Concert Party Group (as

defined in Section 9.4 below)) owned or controlled an aggregate of:

(a) 104,020,288 WBL Stock Units, representing approximately 38.29% of the total

number of issued WBL Stock Units before the Conversion (as defined below)1; and

(b) S$12,809,133 in principal amount of Convertible Bonds which are convertible into

WBL Stock Units representing approximately 1.99% of the enlarged total number of

WBL Stock Units2.

Pursuant to Rule 12.1 of the Code, J.P. Morgan announces, for and on behalf of the Offeror,

that certain Concert Parties have today exercised their right to convert an aggregate of

S$12,804,133 in principal amount of Convertible Bonds into 5,591,3183

new WBL Stock Units

at the conversion price of S$2.29 for each new WBL Stock Unit (the “Conversion”), details of

which are set out in Appendix 1 to this Announcement. Under Note 2 on Rule 14.3 of the

Code, the price paid for the new WBL Stock Units acquired by such Concert Parties pursuant

to the Conversion is deemed to be S$4.1483 per new WBL Stock Unit (based on the volume-

1 Unless otherwise stated, references in this Announcement to the total number of issued WBL Stock Units beforethe Conversion are based on 271,645,432 WBL Stock Units (based on a search conducted at the Accounting andCorporate Regulatory Authority of Singapore on 11 March 2013).

2 References in this Announcement to the enlarged total number of WBL Stock Units are based on 281,342,001WBL Stock Units. This figure has been arrived at on the basis set out in Section 5.

3 Based on an aggregate of the number of new WBL Stock Units to be issued to those Concert Parties whoconverted their Convertible Bonds.

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weighted average price (“VWAP”) of the WBL Stock Units on the SGX-ST on 11 March 2013,

being the last full market day preceding the date of the Conversion on which the WBL Stock

Units were traded on the SGX-ST).

Upon the issue of the new WBL Stock Units pursuant to the Conversion, the Offeror and its

Concert Parties will own or control an aggregate of 109,611,606 WBL Stock Units,

representing approximately 39.54% of the total number of issued WBL Stock Units following

the Conversion4.

1.4 Mandatory Offers

As a result of the aforesaid acquisition of 5,591,318 WBL Stock Units (which represent more

than 1% of the total number of issued WBL Stock Units) pursuant to the Conversion, the

Offeror is required under Rule 14 and Rule 19 of the Code to make mandatory conditional

cash offers for all the WBL Stock Units and all the Convertible Bonds not already owned,

controlled or agreed to be acquired by the Offeror and the Concert Party Group. Accordingly,

and as the Pre-Condition has been satisfied, J.P. Morgan announces, for and on behalf of the

Offeror, the Offeror’s firm intention to make mandatory conditional cash offers to acquire:

(a) all the issued WBL Stock Units other than those already owned, controlled or agreed

to be acquired by the Offeror and the Concert Party Group (the “Mandatory Stock

Unit Offer”) in accordance with Rule 14.1 of the Code; and

(b) all the outstanding Convertible Bonds, other than those already owned, controlled or

agreed to be acquired by the Offeror and the Concert Party Group (the “Mandatory

Convertible Bonds Offer”) in accordance with Rule 19 of the Code,

(collectively, the “Mandatory Offers”).

2. THE MANDATORY OFFERS

2.1 Principal Terms of the Mandatory Stock Unit Offer

Subject to the terms and conditions of the Mandatory Offers to be set out in the formal offer

document to be issued by J.P. Morgan for and on behalf of the Offeror (the “Offer

Document”), the Offeror will make the Mandatory Stock Unit Offer for all the WBL Stock Units

other than those already owned, controlled or agreed to be acquired by the Offeror and the

Concert Party Group (the “Offer Stock Units”) in accordance with Rule 14.1 of the Code on

the following basis:

(a) Mandatory Stock Unit Offer Price. In the Pre-Conditional Offers Announcement, it

was stated that the Voluntary Stock Unit Offer, if made, will be made on the basis of

S$4.00 in cash for each Offer Stock Unit (the “Voluntary Stock Unit Offer Price”).

4 Unless otherwise stated, references in this Announcement to the total number of issued WBL Stock Units followingthe Conversion are based on 277,236,750 WBL Stock Units (taking into account the 5,591,318 new WBL StockUnits to be issued pursuant to the Conversion).

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J.P. Morgan wishes to announce, for and on behalf of the Offeror, that the Offeror is

revising the Voluntary Stock Unit Offer Price as follows:

For each Offer Stock Unit: S$4.15 in cash (the “Mandatory Stock Unit Offer

Price”)

(b) Offer Stock Units. The Mandatory Stock Unit Offer will be extended, on the same

terms and conditions, to all the issued WBL Stock Units owned, controlled or agreed

to be acquired by the Concert Parties (other than the Concert Party Group).

(c) No Encumbrances. The Offer Stock Units are to be acquired fully paid and free

from all claims, charges, equities, liens, pledges and other encumbrances and

together with all rights, interests, benefits, entitlements and advantages attached

thereto as at the Pre-Conditional Offers Announcement Date and thereafter attaching

thereto, including the right to all dividends, rights and other distributions (collectively,

the “Distributions”) (if any), the Stock Units Record Date for which falls on or after

the Pre-Conditional Offers Announcement Date. For the purpose of this

Announcement, “Stock Units Record Date” means, in relation to any Distributions,

the date on which stockholders of the Company (“Stockholders”) must be registered

with the Company or with The Central Depository (Pte) Limited (“CDP”), as the case

may be, in order to participate in such Distributions.

(d) Adjustments for Distributions. Without prejudice to the generality of the foregoing,

the Mandatory Stock Unit Offer Price has been determined on the basis that the Offer

Stock Units will be acquired with the right to receive any Distributions, the Stock Units

Record Date for which falls on or after the Pre-Conditional Offers Announcement

Date. In the event of any such Distribution, the Mandatory Stock Unit Offer Price

payable to a Stockholder who validly accepts or has validly accepted the Mandatory

Stock Unit Offer shall be reduced by an amount which is equal to the amount of such

Distribution as follows, depending on when the settlement date in respect of the Offer

Stock Units tendered in acceptance by Stockholders pursuant to the Mandatory Stock

Unit Offer (the “Offer Settlement Date”) falls:

(i) if the Offer Settlement Date falls on or before the Stock Units Record Date,

the Offeror will pay the relevant accepting Stockholders the unadjusted

Mandatory Stock Unit Offer Price of S$4.15 in cash for each Offer Stock Unit,

as the Offeror will receive the Distribution in respect of such Offer Stock Units

from the Company; and

(ii) if the Offer Settlement Date falls after the Stock Units Record Date, the

Mandatory Stock Unit Offer Price payable for such Offer Stock Units tendered

in acceptance shall be reduced by an amount which is equal to the

Distribution in respect of such Offer Stock Units, as the Offeror will not

receive such Distribution from the Company.

(e) No Adjustments for FY2012 Dividend. At the annual general meeting of the

Company on 18 January 2013, the Stockholders approved the payment of a tax-

exempt (one-tier) final dividend of S$0.05 per WBL Stock Unit for the financial year

ended 30 September 2012 (the “FY2012 Dividend”) to Stockholders on the Register

of Members on 24 January 2013 (the “FY2012 Dividend Record Date”) which has

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been paid on 18 February 2013. For the avoidance of doubt, the Mandatory Stock

Unit Offer Price of S$4.15 in cash for each Offer Stock Unit will not be adjusted for

the FY2012 Dividend as the FY2012 Dividend Record Date falls before the Pre-

Conditional Offers Announcement Date.

(f) Conversion Stock Units. The Mandatory Stock Unit Offer will be extended on the

same terms and conditions to:

(i) all new WBL Stock Units unconditionally issued or to be issued pursuant to the

valid conversion prior to the close of the Mandatory Stock Unit Offer of any of

the Convertible Bonds; and

(ii) all new WBL Stock Units unconditionally issued or to be issued pursuant to the

valid exercise prior to the close of the Mandatory Stock Unit Offer of any

options to subscribe for new WBL Stock Units granted under any employee

share scheme of the Company (the “Options”),

(collectively, the “Conversion Stock Units”).

For the purposes of the Mandatory Stock Unit Offer, the expression “Offer Stock

Units” shall include such new Conversion Stock Units.

(g) Minimum Acceptance Condition. The Mandatory Stock Unit Offer will be

conditional upon the Offeror having received, by the close of the Mandatory Stock

Unit Offer, valid acceptances in respect of such number of Offer Stock Units which,

when taken together with the WBL Stock Units owned, controlled or agreed to be

acquired by the Offeror and its Concert Parties (either before or during the Mandatory

Stock Unit Offer and pursuant to the Mandatory Stock Unit Offer or otherwise), will

result in the Offeror and its Concert Parties holding such number of WBL Stock Units

carrying more than 50% of the voting rights attributable to the issued WBL Stock

Units as at the close of the Mandatory Stock Unit Offer (including any voting rights

attributable to Conversion Stock Units).

Accordingly, the Mandatory Stock Unit Offer will not become or be capable of being

declared unconditional as to acceptances until the close of the Mandatory Stock Unit

Offer, unless at any time prior to the close of the Mandatory Stock Unit Offer, the

Offeror has received valid acceptances in respect of such number of Offer Stock

Units which, when taken together with the WBL Stock Units owned, controlled or

agreed to be acquired by the Offeror and its Concert Parties (either before or during

the Mandatory Stock Unit Offer and pursuant to the Mandatory Stock Unit Offer or

otherwise), will result in the Offeror and its Concert Parties holding such number of

WBL Stock Units carrying more than 50% of the voting rights attributable to the

maximum potential stock capital of the Company. For these purposes, the “maximum

potential stock capital of the Company” means the total number of WBL Stock

Units which would be in issue had all the outstanding Convertible Bonds and the

Options which are convertible or exercisable prior to the close of the Mandatory Stock

Unit Offer been validly converted or exercised (as the case may be) as of the date of

such declaration (but excluding the Convertible Bonds owned by the Offeror and its

Concert Parties and the Offer Convertible Bonds in respect of which acceptances of

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the Mandatory Convertible Bonds Offer have been received by the Offeror as at the

date of such declaration).

As set out in Section 1.3 above, upon the issue of the new WBL Stock Units pursuant

to the Conversion, the Concert Parties of the Offeror will own or control an aggregate

of 109,611,606 WBL Stock Units, representing approximately 39.54% of the total

number of issued WBL Stock Units following the Conversion. Accordingly, such WBL

Stock Units of the Concert Parties will be aggregated with any WBL Stock Units of the

Offeror (including any Offer Stock Units tendered in acceptance of the Mandatory

Stock Unit Offer) for the purpose of determining whether the minimum acceptance

condition is met, and therefore whether the Mandatory Stock Unit Offer has become

unconditional.

(h) Revision of Terms of the Mandatory Stock Unit Offer. The Offeror reserves the

right to revise the terms of the Mandatory Stock Unit Offer in accordance with the

Code.

2.2 Principal Terms of the Mandatory Convertible Bonds Offer

In addition to extending the Mandatory Stock Unit Offer to all Conversion Stock Units

unconditionally issued or to be issued pursuant to the conversion prior to the close of the

Mandatory Stock Unit Offer of any Convertible Bonds, the Offeror also intends to make the

Mandatory Convertible Bonds Offer for all the Convertible Bonds other than those already

owned, controlled or agreed to be acquired by the Offeror and the Concert Party Group (the

“Offer Convertible Bonds”) in accordance with Rule 19 of the Code and subject to and upon

the following principal terms and conditions:

(a) Condition of Mandatory Convertible Bonds Offer. The Mandatory Convertible

Bonds Offer will be subject to and conditional upon the Mandatory Stock Unit Offer

becoming or being declared unconditional in all respects and the Convertible Bonds

continuing to be transferable and convertible into Conversion Stock Units. If the

Mandatory Stock Unit Offer lapses or is withdrawn or if the relevant Offer

Convertible Bonds cease to be transferable or convertible into Conversion

Stock Units, the Mandatory Convertible Bonds Offer shall lapse accordingly.

(b) Mandatory Convertible Bonds Offer Price. The offer price for each in principal

amount of the Offer Convertible Bonds (the “Mandatory Convertible Bonds Offer

Price”) tendered in acceptance of the Mandatory Convertible Bonds Offer will, in

accordance with Note 1(a) on Rule 19 of the Code, be the “see-through” price, which

is equal to the Mandatory Stock Unit Offer Price multiplied by the number of

Conversion Stock Units into which such principal amount of Offer Convertible Bonds

may be converted (rounded down to the nearest Conversion Stock Unit) (the

“Conversion Ratio”). In the event the Conversion Ratio is or will be adjusted in

accordance with the terms and conditions of the Convertible Bonds, the Offeror

reserves the right to adjust the Mandatory Convertible Bonds Offer Price subject to

consultation with the Securities Industry Council (the “SIC”).

(c) Offer Convertible Bonds. The Mandatory Convertible Bonds Offer will be extended,

on the same terms and conditions, to all the Convertible Bonds owned, controlled or

agreed to be acquired by the Concert Parties (other than the Concert Party Group).

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(d) No Encumbrances. The Offer Convertible Bonds are to be acquired fully paid and

free from all claims, charges, equities, liens, pledges and other encumbrances and

together with all rights, interests, benefits, entitlements and advantages attached

thereto as at the Pre-Conditional Offers Announcement Date and thereafter attaching

thereto, including the right to all interest, payment, rights or other distributions (if any),

the Bonds Record Date for which falls on or after the Pre-Conditional Offers

Announcement Date but excluding any payment of interest, the Bonds Record Date

for which falls on or before the relevant settlement date in respect of the Offer

Convertible Bonds tendered in acceptance by a holder of the Convertible Bonds

(“Bondholder”) pursuant to the Mandatory Convertible Bonds Offer (the “Excluded

Interest Payment”). For the purpose of this Announcement, “Bonds Record Date”

means, in relation to any interest, payment, rights or other distributions, the date on

which Bondholders must be registered with the Company or with CDP, as the case

may be, in order to participate in such interest, payment, rights or other distributions.

In the event of any such interest, payment, right or other distribution or if any right

arises for any reason whatsoever (other than the Excluded Interest Payment) on or

after the Pre-Conditional Offers Announcement Date for the benefit of a Bondholder

who validly accepts or has validly accepted the Mandatory Convertible Bonds Offer,

the Offeror reserves the right to reduce the Mandatory Convertible Bonds Offer Price

payable to such accepting Bondholder by the amount of such interest, payment, right

or other distribution, subject to consultation with the SIC.

(e) Revision of Terms of the Mandatory Convertible Bonds Offer. The Offeror

reserves the right to revise the terms of the Mandatory Convertible Bonds Offer in

accordance with the Code, including a revision of the Mandatory Convertible Bonds

Offer Price in accordance with Rule 19 of the Code in the event the Mandatory Stock

Unit Offer Price is revised by the Offeror.

(f) Mandatory Stock Unit Offer and Mandatory Convertible Bonds Offer Mutually

Exclusive. For the avoidance of doubt, whilst the Mandatory Convertible Bonds

Offer is conditional upon the Mandatory Stock Unit Offer becoming or being declared

unconditional, the Mandatory Stock Unit Offer will not be conditional upon

acceptances received in relation to the Mandatory Convertible Bonds Offer. The

Mandatory Stock Unit Offer and the Mandatory Convertible Bonds Offer are separate

and mutually exclusive. The Mandatory Convertible Bonds Offer does not form part of

the Mandatory Stock Unit Offer and vice versa.

Without prejudice to the foregoing, if a Bondholder converts his Convertible Bonds in

order to accept the Mandatory Stock Unit Offer in respect of the Conversion Stock

Units arising pursuant to such conversion, he may not accept the Mandatory

Convertible Bonds Offer in respect of such Convertible Bonds. Conversely, if a

Bondholder wishes to accept the Mandatory Convertible Bonds Offer in respect of his

Convertible Bonds, he may not convert those Convertible Bonds in order to accept

the Mandatory Stock Unit Offer in respect of such Conversion Stock Units arising

pursuant to such conversion.

(g) Further Details. Further details of the Mandatory Convertible Bonds Offer will be set

out in the Offer Document.

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2.3 No Options Proposal

Based on the latest information available to the Offeror, there are no outstanding Options

granted under any employee share scheme of the Company as at 11 March 2013. In view of

the foregoing, the Offeror will not make an offer to acquire the Options. For the avoidance of

doubt, the Mandatory Stock Unit Offer will be extended to all Conversion Stock Units

unconditionally issued or to be issued pursuant to the valid exercise of the Options (if any) on

or prior to the close of the Mandatory Stock Unit Offer.

3. NO CHAIN OFFERS FOR DOWNSTREAM ENTITIES

Based on information in the annual report of the Company for the financial year ended 30

September 2012, the Company has controlling interests in the following subsidiaries:

(a) an effective equity interest of 57% in Multi-Fineline Electronix, Inc., a company

incorporated in the state of Delaware, United States of America, and listed on the

NASDAQ; and

(b) an equity interest of 77% in MFS Technology Ltd, a company incorporated in

Singapore and listed on the Main Board of the SGX-ST,

(collectively, the “Downstream Entities”).

As stated in the Pre-Conditional Offers Announcement, by a letter dated 24 January 2013, the

SIC has ruled that the Offeror will not be obliged by virtue of the Mandatory Offers to make

mandatory offers for the Downstream Entities pursuant to the chain principle set out in Note 7

on Rule 14.1 of the Code in the event the Offeror and its Concert Parties acquire statutory

control of the Company pursuant to the Mandatory Stock Unit Offer.

4. INFORMATION ON THE OFFEROR AND UE

4.1 Information on the Offeror

The Offeror is a company incorporated in Singapore on 18 January 2013 and is a direct

wholly-owned subsidiary of UE. Its principal activities are those of an investment holding

company. As at the date of this Announcement, the Offeror has an issued share capital of

S$1.00 comprising one issued ordinary share.

The directors of the Offeror are Mr Jackson Chevalier Yap Kit Siong and Mr Wong Hein Jee.

4.2 Information on UE

UE is a company incorporated in Singapore and is listed on the Main Board of the SGX-ST.

The principal activities of UE include those of a holding company and property owner and the

provision of management services. UE and its subsidiaries (collectively, the “UE Group”) are

primarily engaged in integrated property services, engineering and construction businesses.

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As at 11 March 2013, UE has an issued and paid-up ordinary share capital of approximately

S$340,888,192 comprising 306,839,382 issued stock units and an issued and paid-up

preference share capital of S$875,000 comprising 875,000 issued cumulative preference

shares and a market capitalisation of approximately S$966.8 million.

The directors of UE are Mr Tan Ngiap Joo, Mr Jackson Chevalier Yap Kit Siong, Mr Chew

Leng Seng, Mr Norman Ip Ka Cheung, Mr Koh Poh Tiong, Dr Michael Lim Chun Leng, Dr Tan

Eng Liang and Mr David Wong Cheong Fook.

5. INFORMATION ON THE COMPANY

The Company is a leading multinational conglomerate incorporated in Singapore and listed on

the Main Board of the SGX-ST. The principal activities of the Company are that of an

investment holding company and the provision of management services to related

companies. The key business areas of the Company and its subsidiaries (collectively, the

“WBL Group”) include the following:

(a) Automotive. Leading automotive dealer and distributor in the region. Represents 11

luxury car brands in Singapore, Malaysia, The People’s Republic of China (“PRC”),

Hong Kong, Indonesia and Thailand;

(b) Property. Well-established property development business in the PRC through

property division, Huaxin International. Existing property projects are largely

strategically located in Chengdu, Chongqing, Suzhou, Shanghai and Shenyang;

(c) Technology. Comprises mainly 2 key subsidiaries in the flexible printed circuit

sector: NASDAQ-listed Multi-Fineline Electronix Inc. (57% effective interest), and

SGX-ST-listed MFS Technology Ltd (77% stake). Both are major players in the

flexible printed circuit industry and are major suppliers of integrated flexible printed

circuits and assembly solutions for mobile phones and tablets; and

(d) Engineering and Distribution. Portfolio of businesses includes silica mining,

supplying construction materials, automotive parts distribution, equipment distribution,

LPG distribution, engineering services and systems integration services.

Based on a search conducted at the Accounting and Corporate Regulatory Authority of

Singapore on 11 March 2013, the Company has an issued and paid-up share capital of

approximately S$477,705,633 comprising 271,645,432 issued WBL Stock Units.

Based on information provided by WBL, as at 11 March 2013, there are outstanding

Convertible Bonds which, if converted, would give rise to 9,696,569 WBL Stock Units.

Assuming the full conversion of such outstanding Convertible Bonds, the enlarged total

number of WBL Stock Units would be 281,342,001.

The directors of the Company are Mr Norman Ip Ka Cheung, Mr Benjamin C. Duster, IV, Dr

Peter Eng Hsi Ko, Mr Mark Christopher Greaves, Mr Lai Teck Poh and Mr Kyle Lee Khai Fatt.

Mr Norman Ip Ka Cheung is also a director of UE.

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6. RATIONALE FOR THE MANDATORY OFFERS AND THE OFFEROR’S INTENTIONS

UE and the Offeror believe that the Mandatory Offers would enable the UE Group to:

(a) expand and diversify the UE Group’s development property portfolio and to a lesser

extent, its investment property portfolio by acquiring an interest in an attractive mix of

properties under development;

(b) gain exposure to long-term growth opportunities in the property market of PRC;

(c) harness synergies, particularly between properties, construction and engineering,

which should strengthen the UE Group’s presence across the infrastructure value

chain;

(d) acquire an interest in the Company’s automotive business which can be another

potential engine of growth for the UE Group as well as an additional source of

recurring income; and

(e) explore opportunities to enhance value across the Company’s diverse portfolio of

businesses.

If the Offeror succeeds in the Mandatory Offers, it plans to participate in a review of the

Company’s businesses together with the Company’s board of directors and management with

a view to ascertaining the viability of the above rationale before actual implementation.

Save as disclosed above, the Offeror presently has no intention to (i) introduce any major

changes to the existing businesses of the WBL Group, (ii) redeploy the fixed assets of the

WBL Group or (iii) discontinue the employment of existing employees of the WBL Group, in

each case, other than in the ordinary course of business. However, the Offeror retains the

flexibility at any time to consider any options or opportunities in relation to the WBL Group

which may present themselves and which it may regard to be in the interest of the Company.

7. COMPULSORY ACQUISITION AND LISTING STATUS

7.1 Compulsory Acquisition

Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the “Companies

Act”), if the Offeror receives valid acceptances pursuant to the Mandatory Stock Unit Offer (or

otherwise acquires WBL Stock Units during the period when the Mandatory Stock Unit Offer

is open for acceptance) in respect of not less than 90% of the total number of issued WBL

Stock Units (other than those already held by the Offeror, its related corporations or their

respective nominees as at the date of the Mandatory Stock Unit Offer and excluding any WBL

Stock Units held in treasury), the Offeror would have the right to compulsorily acquire all the

WBL Stock Units of Stockholders who have not accepted the Mandatory Stock Unit Offer (the

“Dissenting Stockholders”), at a price equal to the Mandatory Stock Unit Offer Price.

Dissenting Stockholders have the right under and subject to Section 215(3) of the Companies

Act, to require the Offeror to acquire their WBL Stock Units in the event that the Offeror, its

related corporations or their respective nominees acquire, pursuant to the Mandatory Stock

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Unit Offer, such number of WBL Stock Units which, together with the WBL Stock Units held

by the Offeror, its related corporations or their respective nominees, comprise 90% or more of

the total number of issued WBL Stock Units (excluding WBL Stock Units held in treasury).

Dissenting Stockholders who wish to exercise such right are advised to seek their own

independent legal advice.

Under the Concert Party Group Confirmations (as defined in Section 9.4 below), the Concert

Party Group has confirmed that they will not sell, during the period of the Mandatory Offers,

any of their WBL Stock Units amounting to approximately 39.53%5

of the total number of

issued WBL Stock Units following the Conversion, whether pursuant to the Mandatory Offers

or otherwise. As the Concert Party Group will not accept the Mandatory Stock Unit Offer in

respect of their WBL Stock Units, it is envisaged that the Offeror would not become entitled to

exercise the right of compulsory acquisition under Section 215(1) of the Companies Act

pursuant to acceptances of the Mandatory Stock Unit Offer. In relation to Section 215(3) of

the Companies Act, Dissenting Stockholders are advised to seek their own independent legal

advice.

7.2 Listing Status

Pursuant to Rule 1105 of the listing manual of the SGX-ST (the “Listing Manual”), upon an

announcement by the Offeror that acceptances have been received pursuant to the

Mandatory Stock Unit Offer that bring the holdings owned by the Offeror and its Concert

Parties to above 90% of the total number of issued WBL Stock Units (excluding WBL Stock

Units held in treasury), the SGX-ST may suspend the trading of the WBL Stock Units and the

Convertible Bonds on the SGX-ST until such time it is satisfied that at least 10% of the total

number of issued WBL Stock Units (excluding WBL Stock Units held in treasury) are held by

at least 500 Stockholders who are members of the public. Rule 1303(1) of the Listing Manual

provides that if the Offeror succeeds in garnering acceptances exceeding 90% of the total

number of issued WBL Stock Units (excluding WBL Stock Units held in treasury), thus

causing the percentage of the total number of issued WBL Stock Units (excluding WBL Stock

Units held in treasury) held in public hands to fall below 10%, the SGX-ST will suspend

trading of the WBL Stock Units and the Convertible Bonds at the close of the Mandatory

Stock Unit Offer.

In addition, under Rule 724 of the Listing Manual, if the percentage of the total number of

issued WBL Stock Units (excluding WBL Stock Units held in treasury) held in public hands

falls below 10%, the Company must, as soon as practicable, announce that fact and the SGX-

ST may suspend the trading of all the WBL Stock Units and the Convertible Bonds. Rule 725

of the Listing Manual states that the SGX-ST may allow the Company a period of three

months, or such longer period as the SGX-ST may agree, to raise the percentage of WBL

Stock Units (excluding WBL Stock Units held in treasury) in public hands to at least 10%,

failing which the Company may be delisted from the SGX-ST.

It is not the intention of the Offeror to preserve the listing status of the Company. In the

event that the trading of WBL Stock Units and the Convertible Bonds on the SGX-ST is

suspended pursuant to Rule 724 or Rule 1105 of the Listing Manual, the Offeror has no

5 This includes the new WBL Stock Units to be issued pursuant to the Conversion.

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intention to undertake or support any action for any such listing suspension by the SGX-ST to

be lifted.

8. FINANCIAL ASPECTS OF THE MANDATORY STOCK UNIT OFFER

The Mandatory Stock Unit Offer Price of S$4.15 for each Offer Stock Unit represents:

(a) a premium of approximately 18.2% over S$3.51, being the last transacted price of the

WBL Stock Units on the SGX-ST on 23 November 2012, being the last full market day

preceding the date of announcement of the mandatory conditional offer by Standard

Chartered Bank for and on behalf of The Straits Trading Company Limited (“STC”) to

acquire all the issued WBL Stock Units other than those already owned, controlled or

agreed to be acquired by STC and parties acting in concert with it (the “STC Offer”)

on which the WBL Stock Units were traded on the SGX-ST (the “Unaffected Date”).

The STC Offer has since lapsed on 1 March 2013;

(b) a premium of approximately 17.6% over S$3.53, being the VWAP of the WBL Stock

Units on the SGX-ST over the one-month period prior to and including the Unaffected

Date;

(c) a premium of approximately 16.2% over S$3.57, being the VWAP of the WBL Stock

Units on the SGX-ST over the three-month period prior to and including the

Unaffected Date;

(d) a premium of approximately 19.3% over S$3.48, being the VWAP of the WBL Stock

Units on the SGX-ST over the six-month period prior to and including the Unaffected

Date; and

(e) a premium of approximately 26.5% over S$3.28, being the VWAP of the WBL Stock

Units on the SGX-ST over the 12-month period prior to and including the Unaffected

Date.

Note:

The figures set out above in relation to the last transacted price of the WBL Stock Units on the Unaffected

Date and the VWAP of the WBL Stock Units are based on data extracted from Bloomberg LLP.

9. DISCLOSURES OF HOLDINGS AND DEALINGS

9.1 Holdings and Dealings

Appendix 2 to this Announcement sets out, based on responses received pursuant to

enquiries that the Offeror has made:

(a) the number of Relevant Securities (as defined in Section 9.2(a) below) owned,

controlled or agreed to be acquired by the Offeror and its Concert Parties as at 12

March 2013 (including new WBL Stock Units to be issued pursuant to the

Conversion); and

13

(b) the dealings in the Relevant Securities by the Offeror and its Concert Parties from 30

July 2012 (being six months immediately preceding the date of the Pre-Conditional

Offers Announcement) to the date of this Announcement (the “Reference Period”)

(including dealings made pursuant to the Conversion).

9.2 No Other Holdings and Dealings

Save as disclosed in this Announcement, as at 12 March 2013 and based on responses

received pursuant to enquiries that the Offeror has made, none of the Offeror and its Concert

Parties:

(a) owns, controls or has agreed to acquire any (i) WBL Stock Units, (ii) Convertible

Bonds, (iii) securities which carry voting rights in the Company, or (iv) convertible

securities, warrants, options (including Options) or derivatives in respect of the WBL

Stock Units or securities which carry voting rights in the Company (collectively, the

“Relevant Securities”); and

(b) has dealt for value in any Relevant Securities during the Reference Period.

9.3 Other Arrangements

Save as disclosed in this Announcement, as at 12 March 2013 and based on responses

received pursuant to enquiries that the Offeror has made, none of the Offeror and its Concert

Parties has:

(a) (i) granted any security interest relating to any Relevant Securities to another person,

whether through a charge, pledge or otherwise, (ii) borrowed any Relevant Securities

from another person (excluding borrowed securities which have been on-lent or sold),

or (iii) lent any Relevant Securities to another person; and

(b) received any irrevocable undertaking from any party to accept or reject the Mandatory

Offers.

The Offeror has entered into a facility agreement dated 12 March 2013 (the “Facility

Agreement”) with Oversea-Chinese Banking Corporation Limited (“OCBC”) for the purpose

of partially financing the Mandatory Offers. Pursuant to the terms of the Facility Agreement, all

the WBL Stock Units and Convertible Bonds acquired by the Offeror pursuant to the

Mandatory Offers or otherwise during the period of the Mandatory Offers will be charged in

favour of OCBC (as the lender) as security for the Offeror’s obligations under the Facility

Agreement.

As at 12 March 2013, Ms Lim Puay Lee (the spouse of Mr Quah Wee Ghee, who is a director

of OCBC) owns 1,000 WBL Stock Units and S$5,000 in principal amount of Convertible

Bonds. Ms Lim has entered into a securities lending agreement with CDP in relation to, inter

alia, her securities in WBL.

14

9.4 Confirmations of the Concert Party Group

Confirmations have been obtained from the following parties who collectively own or control

an aggregate of approximately 39.53%6

of the total number of issued WBL Stock Units

following the Conversion, inter alia, that they will not be selling during the period of the

Mandatory Offers any of their Relevant Securities whether pursuant to the Mandatory Offers

or otherwise (the “Concert Party Group Confirmations”):

(a) OCBC and its wholly-owned subsidiaries;

(b) OCBC’s subsidiary, Great Eastern Holdings Limited (“GEH”) and its wholly-owned

subsidiaries;

(c) the Lee Family7, the Lee Family Companies

8and certain directors and shareholders

of the Lee Family Companies (collectively, the “Lee Group”); and

(d) Mr Wong Hein Jee (who is a director of the Offeror),

(collectively, the “Concert Party Group”).

The Concert Party Group collectively owns or controls in aggregate approximately 35.01%9

of

the total number of issued ordinary stock units in the capital of UE and is presumed to be

acting in concert with the Offeror under the Code.

10. CONFIRMATION OF FINANCIAL RESOURCES

OCBC, as the banker to the Offeror, confirms that sufficient financial resources are available

to the Offeror to satisfy full acceptances of the Mandatory Offers.

11. OFFER DOCUMENT

The Offer Document containing the terms and conditions of the Mandatory Offers and

enclosing the relevant form(s) of acceptance will be despatched to Stockholders and

Bondholders not earlier than 14 days and not later than 21 days from the date of this

Announcement. The Mandatory Offers will remain open for acceptances by Stockholders and

Bondholders for a period of at least 28 days from the date of posting of the Offer Document.

Stockholders and Bondholders are advised to exercise caution when dealing in the

6 Please refer to footnote 5 above.

7 For the purposes of this Announcement, “Lee Family” means Messrs Lee Seng Gee, Lee Seng Tee and Lee SengWee and their immediate family members.

8 For the purposes of this Announcement, “Lee Family Companies” means Island Investment Company (Private)Limited, Kota Trading Co. Sdn Bhd, Lee Foundation, Lee Foundation States of Malaya, Lee Latex (Pte) Limited,Lee Plantations (Pte) Ltd, Lee Rubber Company (Pte) Limited, Selat (Pte) Limited, Singapore Investments (Pte)Limited and Tropical Produce Company (Pte) Ltd, being companies in which the Lee Family has direct and indirectinterests and which hold WBL Stock Units and/or stock units in UE.

9 This includes Mr Jackson Chevalier Yap Kit Siong’s shareholding interest in UE.

15

WBL Stock Units and the Convertible Bonds.

12. OVERSEAS STOCKHOLDERS AND OVERSEAS BONDHOLDERS

12.1 Overseas Jurisdictions

This Announcement does not constitute an offer to sell or the solicitation of an offer to

subscribe for or buy any security, nor is it a solicitation of any vote or approval in any

jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this

Announcement in any jurisdiction in contravention of applicable law. The Mandatory Offers

will be made solely by the Offer Document and the relevant form(s) of acceptance

accompanying the Offer Document, which will contain the full terms and conditions of the

Mandatory Offers, including details of how the Mandatory Offers may be accepted.

The release, publication or distribution of this Announcement in certain jurisdictions may be

restricted by law and therefore persons in any such jurisdictions into which this

Announcement is released, published or distributed should inform themselves about and

observe such restrictions.

Copies of this Announcement and any formal documentation relating to the Mandatory Offers

are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,

distributed or sent in or into or from any jurisdiction where the making of or the acceptance of

the Mandatory Offers would violate the law of that jurisdiction (“Restricted Jurisdiction”) and

will not be capable of acceptance by any such use, instrumentality or facility within any

Restricted Jurisdiction and persons receiving such documents (including custodians,

nominees and trustees) must not mail or otherwise forward, distribute or send them in or into

or from any Restricted Jurisdiction.

The Mandatory Offers (unless otherwise determined by the Offeror and permitted by

applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use

of mails of, or by any means or instrumentality (including, without limitation, telephonically or

electronically) of interstate or foreign commerce of, or any facility of a national, state or other

securities exchange of, any Restricted Jurisdiction and the Mandatory Offers will not be

capable of acceptance by any such use, means, instrumentality or facilities.

12.2 Overseas Stockholders and Overseas Bondholders

The availability of the Mandatory Stock Unit Offer and the Mandatory Convertible Bonds Offer

to Stockholders or, as the case may be, Bondholders whose addresses are outside Singapore

as shown in the register of members of the Company, the register of Bondholders of the

Company or in the records of CDP (as the case may be) (each, an “Overseas Stockholder”

or “Overseas Bondholder”, as the case may be) may be affected by the laws of the relevant

overseas jurisdictions in which they are located. Accordingly, Overseas Stockholders and

Overseas Bondholders should inform themselves of, and observe, any applicable

requirements.

For the avoidance of doubt, the Mandatory Stock Unit Offer and the Mandatory Convertible

Bonds Offer will be open to all Stockholders holding Offer Stock Units or, as the case may be,

all Bondholders, including those to whom the Offer Document and the relevant form(s) of

16

acceptance may not be sent. Further details in relation to Overseas Stockholders and

Overseas Bondholders will be contained in the Offer Document.

12.3 Copies of Offer Document

Where there are potential restrictions on sending the Offer Document and the relevant form(s)

of acceptance accompanying the Offer Document to any overseas jurisdictions, the Offeror

and J.P. Morgan each reserves the right not to send these documents to Overseas

Stockholders and Overseas Bondholders in such overseas jurisdictions. Subject to

compliance with applicable laws, any affected Overseas Stockholder or Overseas Bondholder

may, nonetheless, attend in person and obtain a copy of the Offer Document and the relevant

form(s) of acceptance from the office of the Company’s share registrar, Tricor Barbinder

Share Registration Services at 80 Robinson Road #02-00, Singapore 068898. Alternatively,

an Overseas Stockholder or Overseas Bondholder may, subject to compliance with applicable

laws, write to the Company’s share registrar at the above-stated address to request for the

Offer Document and the relevant form(s) of acceptance to be sent to an address in Singapore

by ordinary post at his own risk.

13. RESPONSIBILITY STATEMENT

The directors of the Offeror and the directors of UE (including those who may have delegated

detailed supervision of this Announcement) have taken all reasonable care to ensure that the

facts stated and all opinions expressed 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 (including, without limitation, information relating to the WBL Group and

STC), the sole responsibility of the directors of the Offeror and the directors of UE has been to

ensure, through reasonable enquiries, that such information is accurately and correctly

extracted from such sources or, as the case may be, accurately reflected or reproduced in

this Announcement.

Issued by

J.P. MORGAN (S.E.A.) LIMITED

For and on behalf of

UE CENTENNIAL VENTURE PTE. LTD.

12 March 2013

Any inquiries relating to this Announcement or the Mandatory Offers should be directed during office

hours to the following persons from J.P. Morgan (S.E.A.) Limited:

17

Ms Tay Ee-Ching

Executive Director

Head of Southeast Asia M&A

Investment Banking

Tel: +65 6882 2326

Mr Edmond

Vice President

Southeast Asia Corporate Finance

Investment Banking

Tel: +65 6882 7273

IMPORTANT NOTICE

All statements other than statements of historical facts included in this Announcement are or may be forward-

looking statements. Forward-looking statements include but are not limited to those using words such as

“expect”, “anticipate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future

or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the

Offeror’s and/or UE’s current expectations, beliefs, hopes, intentions or strategies regarding the future and

assumptions in light of currently available information. Such forward-looking statements are not guarantees of

future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results

or outcomes may differ materially from those described in such forward-looking statements. Stockholders,

Bondholders and investors should not place undue reliance on such forward-looking statements, and none of the

Offeror, UE or J.P. Morgan undertakes any obligation to update publicly or revise any forward-looking

statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any

other regulatory or supervisory body or agency.

18

APPENDIX 1

CONVERSION OF CONVERTIBLE BONDS BY CERTAIN CONCERT PARTIES

Name of Concert Party Principal amount

of Convertible

Bonds which were

converted (S$)

Total number of

WBL Stock Units

acquired pursuant

to the Conversion

Percentage of

total number of

issued WBL

Stock Units

following the

Conversion (%)

Price paid per

WBL Stock Units

(excluding

brokerage

commission,

clearing fees and

applicable tax)10

(S$)

Resultant total

number of WBL

Stock Units owned

or controlled

by the Concert

Party

Resultant total

percentage of total

number of issued

WBL Stock Units

following the

Conversion owned

or controlled by the

Concert Party (%)

The Great Eastern Life

Assurance Company

Limited

8,770,573 3,829,944 1.38 2.29 44,031,228 15.88

The Great Eastern Trust

Private Limited

701,268 306,230 0.11 2.29 3,520,589 1.27

The Overseas Assurance

Corporation Ltd

1,270,468 554,789 0.20 2.29 6,378,157 2.30

Lee Tih Shih 1,750,000 764,192 0.28 2.29 1,764,192 0.64

Estate of Lee Seok Chee 120,750 52,729 0.02 2.29 5,110,229 1.84

Eng Siu Sien Lisa 149,850 65,436 0.02 2.29 433,904 0.16

10 The Convertible Bonds were converted into WBL Stock Units at the conversion price of S$2.29 for each new WBL Stock Unit pursuant to the terms and conditions of the ConvertibleBonds. As stated in Section 1.3 of this Announcement, under Note 2 on Rule 14.3 of the Code, the price paid for the new WBL Stock Units acquired pursuant to the Conversion isdeemed to be S$4.1483 per WBL Stock Unit.

19

Name of Concert Party Principal amount

of Convertible

Bonds which were

converted (S$)

Total number of

WBL Stock Units

acquired pursuant

to the Conversion

Percentage of

total number of

issued WBL

Stock Units

following the

Conversion (%)

Price paid per

WBL Stock Units

(excluding

brokerage

commission,

clearing fees and

applicable tax)10

(S$)

Resultant total

number of WBL

Stock Units owned

or controlled

by the Concert

Party

Resultant total

percentage of total

number of issued

WBL Stock Units

following the

Conversion owned

or controlled by the

Concert Party (%)

Ong Yong Hwee 9,000 3,930 n.m. 2.29 8,930 n.m.

Hoe Wei Ming John 2,025 884 n.m. 2.29 3,584 n.m.

Hoe Mei Ling Susan 2,025 884 n.m. 2.29 3,584 n.m.

Hoe Wei Yen David 2,025 884 n.m. 2.29 3,584 n.m.

Hoe Su Ling Anne 2,025 884 n.m. 2.29 3,584 n.m.

Hoe Jia Lin 675 294 n.m. 2.29 1,194 n.m.

Hoe Jia Wen 675 294 n.m. 2.29 1,194 n.m.

Lee Seok Keng Trust 675 294 n.m. 2.29 1,194 n.m.

Wong Hein Jee 22,099 9,650 n.m. 2.29 142,650 0.05

20

APPENDIX 2

DISCLOSURE OF HOLDINGS AND DEALINGS IN THE RELEVANT SECURITIES

1. HOLDINGS IN THE RELEVANT SECURITIES HELD BY THE OFFEROR AND ITS CONCERT PARTIES AS AT 12 MARCH 2013

1.1 The Offeror and the UE Group

As at 12 March 2013, the Offeror and the UE Group do not own or control any Relevant Securities.

1.2 Directors of the Offeror

Save as disclosed below, none of the directors of the Offeror owns or controls any Relevant Securities as at 12 March 2013:

WBL Stock Units

Name No. of WBL Stock Units % of issued WBL Stock Units

following the Conversion11

Wong Hein Jee 142,65012 0.05

11 This is based on 277,236,750 WBL Stock Units (taking into account the 5,591,318 new WBL Stock Units to be issued pursuant to the Conversion).12 Includes 9,650 new WBL Stock Units to be issued pursuant to the Conversion.

21

1.3 Directors of UE

Saved as disclosed below, none of the directors of UE owns or controls any Relevant Securities as at 12 March 2013:

WBL Stock Units


following the Conversion

Norman Ip Ka Cheung 14,655 n.m.13

1.4 The OCBC Group, the GEH Group and the Lee Group

The holdings of OCBC and its subsidiaries (the “OCBC Group”), GEH and its subsidiaries (the “GEH Group”) and the Lee Group in the Relevant

Securities as at 12 March 2013 are set out as follows:

WBL Stock Units



OCBC Group

Oversea-Chinese Banking Corporation Limited 15,859,237 5.72

Orient Holdings Private Limited 2,195,025 0.79

Sub-Total 18,054,262 6.51

13 “n.m.” means not meaningful.

22



GEH Group

The Great Eastern Life Assurance Company Limited14 44,031,228 15.88

The Great Eastern Trust Private Limited15 3,520,589 1.27

The Overseas Assurance Corporation Ltd16 6,378,157 2.30

Sub-Total 53,929,974 19.45

Lee Family

Lee Seng Wee17 1,548,723 0.56

Lee Yuen Shih 1,260 n.m.

Lee Tih Shih18 1,764,192 0.64

Sub-Total 3,314,175 1.20

Lee Family Companies

Island Investment Company (Private) Limited 105,377 0.04

Kota Trading Co. Sdn Bhd 256,845 0.09

Lee Foundation 2,172,287 0.78

Lee Foundation States of Malaya 11,386,618 4.11

Lee Plantations (Pte) Ltd 136,990 0.05

Selat (Pte) Limited 1,943,405 0.70

Singapore Investments (Pte) Limited 1,002,857 0.36

Tropical Produce Company (Pte) Ltd 1,612,011 0.58

Sub-Total 18,616,390 6.71

14 Includes 3,829,944 new WBL Stock Units to be issued pursuant to the Conversion.15 Includes 306,230 new WBL Stock Units to be issued pursuant to the Conversion.16 Includes 554,789 new WBL Stock Units to be issued pursuant to the Conversion.17 Includes 401,126 WBL Stock Units held by his spouse.18 Includes 764,192 new WBL Stock Units to be issued pursuant to the Conversion.

23



Certain directors and shareholders of the Lee Family

Companies (excluding members of the Lee Family and

the Lee Family Companies which could be corporate

shareholders, whose holdings have been disclosed

above)

Hoe Mei Ling Susan19 3,584 n.m.

Hoe Su Ling Anne20 4,778 n.m.

Hoe Wei Ming John21 5,972 n.m.

Hoe Wei Yen David22 3,584 n.m.

Estate of Lee Seok Chee23 5,110,229 1.84

Eng Hsi Ko Peter, Eng Siu-Lan Sybil and estate of Lee

Seok Chee (held under HL Bank Nominees)

3,772,925 1.36

Eng Siu Sien Lisa24 442,834 0.16

Eng Siu Lan Sibyl25 4,884,414 1.76

Eng Hsi Ko Peter26 924,396 0.33

Huang Thiay Sherng 109,003 0.04

Chong Kwok Kian 27,802 0.01

Tan Khiam Hock 5,746 n.m.

Teo Kim Yam 33,233 0.01

19 Includes 884 new WBL Stock Units to be issued pursuant to the Conversion.20 Includes (i) 884 new WBL Stock Units to be issued to her pursuant to the Conversion; (ii) 900 WBL Stock Units held on trust for her child; and (iii) 294 new WBL Stock Units to be

issued pursuant to the Conversion (and held on trust for her child).21 Includes (i) 884 new WBL Stock Units to be issued to him pursuant to the Conversion; (ii) 1,800 WBL Stock Units held by his children; and (iii) 588 new WBL Stock Units to be

issued to his children pursuant to the Conversion.22 Includes 884 new WBL Stock Units to be issued pursuant to the Conversion.23 Includes 52,729 new WBL Stock Units to be issued pursuant to the Conversion.24 Includes (i) 65,436 new WBL Stock Units to be issued to her pursuant to the Conversion; (ii) 5,000 WBL Stock Units held by her spouse; and (iii) 3,930 new WBL Stock Units to be

issued to her spouse pursuant to the Conversion.25 Includes 129,659 WBL Stock Units held under a joint account with her spouse and 164,534 WBL Stock Units held by her spouse.26 Includes 45,135 WBL Stock Units held by his spouse.

24



Fong Soon Yong 202,000 0.07

Sub-Total 15,530,500 5.6027

Total 109,445,301 39.48

1.5 Other Concert Parties

The holdings of other Concert Parties of the Offeror in the Relevant Securities as at 12 March 2013 are set out as follows:

(a) WBL Stock Units



Directors of OCBC

Lai Teck Poh 8,000 n.m.

Quah Wee Ghee28 1,000 n.m.

Total 9,000 n.m.

27 In this Announcement, any discrepancies between the amounts listed and the totals shown thereof are due to rounding. Accordingly, figures shown as totals in this Announcementmay not be an arithmetic aggregation of the figures that precede them.

28 Held by his wife, Lim Puay Lee.

25

(b) Convertible Bonds

Name Principal amount of Convertible Bonds (S$)

Directors of OCBC

Quah Wee Ghee29 5,000

1.6 J.P. Morgan

As at 11 March 2013, J.P. Morgan does not own or control any Relevant Securities.

2. DEALINGS IN THE RELEVANT SECURITIES DURING THE REFERENCE PERIOD BY THE OFFEROR AND ITS CONCERT PARTIES

2.1 The Offeror and the UE Group

The Offeror and the UE Group have not dealt for value in the Relevant Securities during the Reference Period.

2.2 Directors of the Offeror

Save for (a) the acquisition of WBL Stock Units pursuant to the conversion by Mr Wong Hein Jee of all of his Convertible Bonds on 12 March 2013 as

disclosed in Appendix 1 to this Announcement and (b) the disclosure below, none of the directors of the Offeror have dealt for value in the Relevant

Securities during the Reference Period.

Name Date of Transaction No. of Relevant Securities Sold Transaction Price per WBL Stock Unit (S$)

Wong Hein Jee 7 September 2012 5,000 WBL Stock Units S$3.42

29 Held by his wife, Lim Puay Lee.

26

2.3 Directors of UE

None of the directors of UE have dealt for value in the Relevant Securities during the Reference Period.

2.4 The OCBC Group, the GEH Group and the Lee Group

Save for the acquisition of WBL Stock Units pursuant to the conversion of the Convertible Bonds by (a) the following entities and persons as set out in

the table below and (b) certain Concert Parties on 12 March 2013 as set out in Appendix 1 to this Announcement, the OCBC Group, the GEH Group

and the Lee Group have not dealt for value in the Relevant Securities during the Reference Period.

Name Date of conversion Principal amount of

Convertible Bonds (S$)

Conversion price (S$) Number of WBL Stock

Units acquired

The Great Eastern Life Assurance Company

Limited (Par Fund)

17 August 2012 2,890,517 2.29 1,262,234

The Great Eastern Trust Private Limited 17 August 2012 231,116 2.29 100,924

The Overseas Assurance Corporation Ltd

(Par Fund)

17 August 2012 236,402 2.29 103,232


(Shareholders’ Fund)

17 August 2012 182,305 2.29 79,609


Limited (Par Fund)

14 September 2012 1,304,285 2.29 569,556

The Great Eastern Trust Private Limited 14 September 2012 104,286 2.29 45,539


(Par Fund)

14 September 2012 106,671 2.29 46,581



14 September 2012 82,261 2.29 35,921


Limited (Par Fund)

5 October 2012 432,456 2.29 188,845

The Great Eastern Trust Private Limited 5 October 2012 34,578 2.29 15,099

27

Name Date of conversion Principal amount of

Convertible Bonds (S$)

Conversion price (S$) Number of WBL Stock

Units acquired


(Par Fund)

5 October 2012 35,323 2.29 15,424



5 October 2012 27,320 2.29 11,930

Eng Siu Lan Sibyl 14 December 2012 150,044 2.29 65,521

Eng Hsi Ko Peter 14 December 2012 149,850 2.29 65,436

Khoo Yiok Bin Christine 14 December 2012 25,500 2.29 11,135

2.5 Other Concert Parties

The details of the dealings in the Relevant Securities by the other Concert Parties of the Offeror during the Reference Period are set out below:

Name Date of Transaction No. of Relevant Securities Sold Transaction Price per WBL

Stock Unit (S$)

Cheong Yew Jin (Son of Dr Cheong Choong Kong) 5 October 2012 2,000 WBL Stock Units 3.67

2.6 J.P. Morgan

J.P. Morgan has not dealt for value in the Relevant Securities during the period from 30 July 2012 to 11 March 2013.

Documents

J.P. MORGAN (S.E.A.) LIMITED - listed company MANDATORY CONDITIONAL OFFERS by J.P. MORGAN (S.E.A.) LIMITED (Company Registration No. 198500154W) (Incorporated in the Republic of Singapore)