KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
125
15 April 2015
To:
The Shareholders of Kingsmen Creatives Ltd.
Dear Shareholder,
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
1.
INTRODUCTION
The Directors of the Company are convening the 2015 AGM to seek the Shareholders’ approval for,
inter alia
, the
proposed renewal of the Share Purchase Mandate.
At the extraordinary general meeting of the Company held on 28 April 2008, the Shareholders had approved the
Share Purchase Mandate to enable the Company to purchase or otherwise acquire the Shares. The Share Purchase
Mandate was last renewed at the annual general meeting of the Company held on 29 April 2014 (the “
2014Mandate
”).
The validity period of the 2014 Mandate will expire at the 2015 AGM. Accordingly, the Company is seeking approval
from the Shareholders for,
inter alia
, the renewal of the Share Purchase Mandate at the 2015 AGM.
This Circular is circulated to the Shareholders together with the Company’s Annual Report. The purpose of this
Circular is to explain the rationale for, and provide the Shareholders with information relating to, the proposed
renewal of the Share Purchase Mandate to be tabled at the 2015 AGM.
2.
PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
2.1 Rationale for the Share Purchase Mandate
The Share Purchase Mandate would give the Company flexibility to undertake purchases or acquisitions of
its Shares at any time, subject to market conditions, during the period when the Share Purchase Mandate is
in force. Share purchases or acquisitions provide the Company with a mechanism to facilitate the return of
surplus cash (if any) over and above its ordinary capital requirements to its Shareholders, in an expedient and
cost-efficient manner. Share purchases or acquisitions will also allow the Directors greater flexibility over the
Company’s share capital structure with a view to enhancing its NTA per share and/or EPS.
The purchase or acquisition of Shares will only be undertaken if the Directors believe that it may benefit the
Company and Shareholders. Shareholders should note that purchases or acquisitions of Shares pursuant
to the Share Purchase Mandate may not be carried out to the full 10% limit as authorised. No purchase or
acquisition of Shares will be made in circumstances, which would or, in the Directors’ reasonable opinion,
may have a material adverse effect on the financial position, liquidity and capital of the Company or the
Group.
KINGSMEN CREATIVES LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number: 200210790Z)
Directors:
Registered Office:
Soh Siak Poh Benedict (Executive Chairman)
Simon Ong Chin Sim (Group Managing Director and Executive Director)
Chong Siew Ling (Managing Director, Exhibitions & Museums and Executive Director)
Prabhakaran s/o Narayanan Nair (Independent Director)
Wong Ah Long (Independent Director)
Tan Cher Liang (Independent Director)
3 Changi South Lane
Kingsmen Creative Centre
Singapore 486118
LETTER TO SHAREHOLDERS
