CH Offshore

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CIRCULAR TO SHAREHOLDERS

http://infopub.sgx.com/FileOpen/CH%20Off...leID=25023

10.3 Advice of the IFA
Unless otherwise defi ned or the context otherwise requires, all terms and expressions used in the
extracts below shall have the same meanings as those defi ned in the IFA Letter.
After carefully considering all available information and based on Provenance Capital’s assessment
of the fi nancial terms of the Offer, Provenance Capital has advised the Independent Directors to
make the following recommendations to Shareholders in relation to the Offer:
“Based on our analysis and after having considered carefully the information available to us
as at the Latest Practicable Date, we are of the view that, the fi nancial terms of the Offer, on
balance, are not fair and not reasonable, in particular, from the perspective of the premium
being offered by the Offeror to acquire statutory control of the Company. Accordingly, we
advise the Independent Directors to recommend Shareholders to REJECT the Offer and for
Shareholders who wish to realise their CHO Shares, to sell their CHO Shares in the open
market if they can obtain a price higher than the Offer Price (after deducting transaction
costs).”
Shareholders should read the extracts in paragraphs 10.2 and 10.3 above in conjunction
with, and in the context of, the full text of the IFA Letter which is set out in Appendix 1 to
this Circular.

11. RECOMMENDATIONS OF THE INDEPENDENT DIRECTORS
11.1 Recommendations
The Independent Directors, having considered carefully the terms of the Offer and the advice given
by Provenance Capital in the IFA Letter, concur with the advice given by Provenance Capital in
respect of the Offer as extracted from the IFA Letter and reproduced in paragraph 10.3 above.
Accordingly, the Independent Directors recommend that:
“Shareholders to REJECT the Offer and for Shareholders who wish to realise their CHO
Shares, to sell their CHO Shares in the open market if they can obtain a price higher than
the Offer Price (after deducting transaction costs).”
Shareholders are advised to read the full text of the IFA Letter set out in Appendix 1 to this
Circular carefully before deciding whether to accept or reject the Offer. Shareholders should
note that the IFA’s opinions should not be relied upon by any Shareholder as the sole basis
for deciding whether or not to accept the Offer.