Joint Underwriters and Joint Placement AgentsIssue Manager
PROSPECTUS DATED 17 MAY 2013
(Registered by the Monetary Authority of Singapore on 17 May 2013)
This document is important. If you are in any doubt as to the action you should take,you should consult your legal, ﬁnancial, tax or other professional adviser.
Soilbuild Construction Group Ltd.
(Company Registration No.: 201301440Z)(Incorporated in the Republic of Singapore on 14 January 2013)
Invitation in respect of 168,000,000 New Shares comprising:(a) 2,000,000 Offer Shares at S$0.25for each Offer Share by way of public offer; and(b) 166,000,000 Placement Shares at S$0.25for each Placement Share by way of placement,payable in full on application.
We have made an application to the Singapore Exchange Securities TradingLimited (the “SGX-ST”) for permission to deal in, and for quotation of, allthe ordinary shares (the “Shares”) in the capital of Soilbuild ConstructionGroup Ltd. (the “Company”) already issued, the new shares which arethe subject of this Invitation (the “New Shares”), the Shares which may beissued upon the exercise of the options to be granted under the SoilbuildConstruction Employee Share Option Scheme (the “Option Shares”) andthe Shares which may be issued upon the release of the share awards tobe granted under the Soilbuild Construction Performance Share Plan (the“Performance Shares”). Such permission will be granted when we havebeen admitted to the Ofﬁcial List of the SGX-ST.
The dealing in andquotation of the Shares will be in Singapore dollars.
Acceptance of applications willbe conditional upon,
, permission beinggranted by the SGX-ST to deal in,and for quotation of, all the existing issued Shares, the New Shares, theOption Shares and the Performance Shares. If the completion of the Invitationdoes not occur because the SGX-ST’s permission is not granted or for anyother reasons, monies paid in respect of any application accepted will bereturned to you at your own risk, without interest or any share of revenue orother beneﬁt arising therefrom and you will not have any claims against us,the Issue Manager, the Joint Underwriters or the Joint Placement Agents(each as deﬁned in this Prospectus). The SGX-ST assumes no responsibility for the correctness of any of thestatements made or opinions expressed or reports contained in thisProspectus. Admission to the Ofﬁcial List of the SGX-ST is not to be takenas an indication of the merits of the Invitation, our Company, our Subsidiaries,our Shares, the New Shares, the Option Shares or the Performance Shares. A copy of this Prospectus, together with a copy of the Application Forms, hasbeen lodged with and registered by the Monetary Authority of Singapore (the“Authority”) on 10 May 2013 and 17 May 2013, respectively. The Authorityassumes no responsibility for the contents of this Prospectus. Registrationof this Prospectus by the Authority does not imply that the Securities andFutures Act, Chapter 289 of Singapore, or any other legal or regulatoryrequirements, have been complied with. The Authority has not, in any way,considered the merits of the Shares being offered or in respect of whichan invitation is made, for investment. We have not lodged or registered thisProspectus in any other jurisdiction.
Investing in our Shares involves risks which are described in thesection entitled “Risk Factors” of this Prospectus.
No Shares will be allotted on the basis of this Prospectus later than sixmonths after the date of registration of this Prospectus by the Authority.