United Overseas Bank Limited (UOB), acting on behalf of 23 Capital Pte. Ltd. (the Offeror), announced a voluntary conditional cash offer for all issued and paid-up ordinary shares of Hafary Holdings Limited, excluding those already held by the Offeror. The announcement, released on September 30, 2026, outlines an offer price of S$0.84 per share, payable in cash, subject to terms and conditions detailed in a forthcoming formal offer document.
The Offer, to be made under Rule 15 of the Singapore Code on Take-overs and Mergers, is conditional upon the Offeror receiving valid acceptances representing at least 90% of Hafary’s shares, enabling it to exercise compulsory acquisition rights under Section 215(1) of the Companies Act 1967. This would allow the Offeror to acquire all outstanding shares of the company and make Hafary its wholly-owned subsidiary.
The announcement noted that Promoters Low Kok Ann, Low See Ching, and Low Bee Lan, Audrey have provided irrevocable undertakings to accept the Offer for all shares they hold or control. They have also agreed to waive certain rights to cash settlements normally required within prescribed timelines under the Code, with the relevant payments being treated as interest-free loans extended to the Offeror.
Hafary Holdings, incorporated in Singapore in 2009 and listed on the Singapore Exchange’s Catalist board before transferring to the Mainboard in 2013, operates in the supply of premium tiles, stone, mosaics, wood flooring, countertops, sanitary ware, and fittings.
The rationale for the Offer stems from the low liquidity of Hafary shares, which have seen minimal average daily trading volumes across various recent periods, all representing less than 0.016% of the total shares. The Offer provides shareholders with a chance to exit their investment at a premium to recent market prices without incurring brokerage or other transaction costs. The offer price represents a premium ranging from approximately 36.6% to 89% over the shares’ traded prices during different historical intervals, including a 57.1% premium over the last traded price before the announcement.
In cases where dividend distributions or other returns of capital are declared during the Offer period, the Offeror reserves the right to reduce the offer price by the amount paid. Additionally, the Offeror and UOB retain the right to amend, extend, or withdraw the Offer prior to its close, subject to regulatory requirements.
The announcement also emphasized legal compliance, noting that the Offer is not an attempt to solicit sales or votes where prohibited, and that no distribution of related documents will occur in jurisdictions where doing so would contravene laws.
Further details on the Offer, its conditions, and implications for shareholders are expected to be provided in the formal offer documents to be issued separately.