WE HOLDINGS LTD.

(Company Registration No. 198600445D)

(Incorporated in the Republic of Singapore)
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TERM SHEET FOR THE PROPOSED ACQUISITION OF SHARES IN DRAGON CEMENT CO., LTD.
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1.

INTRODUCTION
The board of directors (the Board) of WE Holdings Ltd. (the Company, together with its
subsidiaries, the Group) wishes to announce that the Company has on 16 May 2013 entered
into a non-binding term sheet (Term Sheet) with Nay Win Tun (Vendor) (the Company and
the Vendor, collectively, the Parties) for the acquisition of such number of shares representing
20% shareholding interest (Sale Shares) in Dragon Cement Co., Ltd. (Target Company)
(Proposed Acquisition).

2.

SALIENT TERMS OF THE PROPOSED ACQUISITION

The Proposed Acquisition shall be conditional upon, inter alia:
(i)

approval the directors and shareholders of the Company (if required);

(ii)

approval all relevant authorities, including the Singapore Exchange Securities Trading
Limited (the SGX-ST) and the continuing sponsor of the Company, if applicable;

(iii)

the Parties entering into a joint venture / shareholders agreement in such form and
substance agreed by the Company and the Vendor; and

(iv)

satisfactory legal, operational and financial due diligence on the Target Company by the
Company.

The purchase price for the Proposed Acquisition will be US$20 million. The Company intends to
fund the purchase price through fund raising exercises, and/or internal resources.
The Proposed Acquisition is subject to the Parties executing a definitive legal agreement
(Definitive Agreement). If the Definitive Agreement is not executed by the Parties on or before
16 August 2013 (Cut-Off Date), the Term Sheet shall cease and determine and no party shall
have any claim against the others for costs, damages, and compensation or otherwise, save and
except for any antecedent breaches.
The Company shall be entitled to appoint a nominee to be the deputy managing director of the
Target Company for so long as the Company holds at least 20% shareholding in the Target
Company. Each shareholder of the Target Company shall be entitled to nominate two (2)
directors at any time and from time to time to the board of directors of the Target Company for
every 20% of the total issued shares in the Target Company held by each shareholder. The
maximum number of directors of the Target Company shall be ten (10).

In consideration of the Company agreeing to enter into the Definitive Agreement, the Vendor shall
grant an option (Option) to the Company to purchase such number of shares representing
additional 20% shareholding in the Target Company from the Vendor, on the same terms and
conditions for the Proposed Acquisition. The Option shall be exercisable by the Company at any
time within three (3) months from the completion of the Proposed Acquisition.
3.

INFORMATION ON TARGET COMPANY

The Target Company is a company incorporated in Myanmar. It is principally engaged in the
business of manufacturing cement in Myanmar. The Target Company is currently owned by the
Vendor and an independent third party, each holding 91% and 9% respectively in the Target
Company. The Vendor is a prominent Myanmar businessman and the Chairman of the Ruby
Dragon Group of companies, which is engaged in mining, manufacturing, agriculture, food &
beverage, trading, and hospitality businesses across Myanmar.

4.

RATIONALE FOR PROPOSED ACQUISITION

The Proposed Acquisition is in line with the Companys intention to diversify and explore business
opportunities in sectors with good prospects for long term growth to broaden the Groups revenue
stream. In addition, the increase in industrialisation and urbanisation in emerging economies like
Myanmar is expected to lead to increased infrastructure development and construction. Through
the Proposed Acquisition, the Company hopes to leverage on growth opportunity that this
development presents.

5.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

As at the date of this announcement, save for interest through shares held in the Company, none
of the directors or controlling shareholders of the Company has any interest, direct or indirect, in
the Proposed Acquisition.

6.

FURTHER ANNOUNCEMENTS
The Company will make an announcement to disclose further details of the Proposed Acquisition
as required under Chapter 10 of the Listing Manual Section B: Rules of Catalist of the SGX-ST
upon execution of the Definitive Agreement and/or appropriate update announcement(s) on the
Proposed Acquisition at the relevant time.

7.

CAUTION IN TRADING
The Board wishes to emphasize that the Term Sheet represents a non-binding agreement
between the Parties to the Term Sheet. The Proposed Acquisition is subject to numerous
conditions and due diligence to be conducted by the Company and its professional advisers and
there is no certainty or assurance as at the date of this announcement that the Parties will in due
course enter into the Definitive Agreement as contemplated under the Term Sheet.
Shareholders and potential investors are advised to read this announcement and any further
announcements by the Company carefully. Shareholders and potential investors should consult
their stock brokers, bank managers, solicitors or other professional advisers if they have any
doubt about the actions they should take.

For and On Behalf of the Board

Tea Yeok Kian Terence
Executive Chairman
18 May 2013
This announcement has been prepared by the Company and its contents have been reviewed by the Companys
sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) for compliance with the relevant rules of the
Singapore Exchange Securities Trading Limited (the SGX-ST). The Sponsor has not independently verified the
contents of this announcement.
This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility
for the contents of this announcement, including the correctness of any of the statements or opinions made or reports
contained in this announcement.
The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #2102 Equity Plaza, Singapore 049705, telephone (65)