SGX has 3 conditions for approving Olam's US$750 bonds issue

No pain, no gain.

According to a statement, Olam International Limited refers to its announcement dated 3 December 2012 in connection with its proposed renounceable underwritten rights issue of US$750 million in principal amount of 6.75% bonds due 2018, in the denomination of US$1.00 for each Bond, with 387,365,0791 free detachable warrants, each Warrant carrying the right to subscribe for one new ordinary share in the capital of the Company at an exercise price of US$1.291 for each New Share, on the basis of 313 Bonds of principal amount of US$1.00 each with 162 Warrants for every 1,000 existing ordinary shares in the capital of the Company held by the Entitled Shareholders, which for the avoidance of doubt excludes treasury Shares held by the Company, as at a books closure date to be determined by the Directors, fractional entitlements to be disregarded.

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings as in the Rights Issue Announcement.

Approval In-principle from the SGX-ST

Further to the Rights Issue Announcement, the Board wishes to announce that the SGX-ST had on 14 December 2012 granted in-principle approval (the "Approval In-Principle") for the dealing in, listing of and quotation for the Bonds, the Warrants and the New Shares on the Main Board of the SGX-ST, subject to, inter alia, the following conditions:

(a) compliance with the continuing listing requirements of the SGX-ST;

(b) independent Shareholders’ approval being obtained for the payment of sub-underwriting commission by Credit Suisse (Singapore) Limited, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and J.P. Morgan (S.E.A.) Limited (the "Joint Lead Managers") to Aranda. In the event that Shareholders’ approval is not obtained, submission of undertakings from the Joint Lead Managers and Aranda to the SGX-ST, to the effect that no sub-underwriting fees or commission will be paid to Aranda, directly or indirectly, in any form;

(c) submission of a written undertaking from the Company that it will comply with Rule 815 of the SGX-ST Listing Manual in relation to the announcement of any significant disbursement of proceeds raised from the Rights issue

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