DEFINING DESIGN
QUALITY
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2.2 Authority and Limitations of the Share Purchase Mandate
The authority and limitations placed on purchases or acquisitions of Shares by the Company under the Share
Purchase Mandate, if approved at the 2015 AGM, are summarised below:
2.2.1 Maximum Number of Shares
The Company may purchase or acquire only Shares, which are issued and fully paid-up. The total
number of Shares that may be purchased or acquired is limited to that number of Shares representing
not more than 10% of the issued Shares as at the date on which the resolution authorising the proposed
renewal of the Share Purchase Mandate is passed (the “
Approval Date
”). Shares which are held as
treasury shares, will be disregarded for purposes of computing the 10% limit. The Company does not
hold any treasury shares as at the Latest Practicable Date.
For illustrative purposes only
, based on 194,553,261 issued Shares (excluding treasury shares) as at
the Latest Practicable Date, and assuming that there is no change in the number of issued Shares as at
the Approval Date, not more than 19,455,326 Shares (representing 10% of the issued Shares (excluding
treasury shares) as at the Approval Date) may be purchased or acquired by the Company pursuant to
the Share Purchase Mandate.
2.2.2 Duration of Authority
Purchase(s) or acquisition(s) of Shares may be made, at any time and from time to time, from the
Approval Date up to the earliest of:
(a)
the date on which the next AGM is held or required by law to be held;
(b)
the date on which purchase(s) or acquisition(s) of Shares have been carried out to the full extent
permitted under the Share Purchase Mandate; or
(c)
the date on which the authority contained in the Share Purchase Mandate is varied or revoked
by an ordinary resolution of the Shareholders in a general meeting.
2.2.3 Manner of Purchase or Acquisition
Purchase(s) or acquisition(s) of Shares may be made by way of:
(a)
on-market purchase(s) (“
Market Purchase(s)
”) transacted on the SGX-ST through one or more
duly licensed stockbrokers appointed by the Company for the purpose; and/or
(b)
off-market purchase(s) (“
Off-Market Purchase(s)
”) made under an equal access scheme in
accordance with Section 76C of the Companies Act.
The Directors may impose such terms and conditions, which are not inconsistent with the Share
Purchase Mandate and the Companies Act, as they consider to be in the interests of the Company in
connection with or in relation to an equal access scheme or schemes. Under the Companies Act, an
equal access scheme must satisfy all the following conditions:
(a)
offers for the purchase or acquisition of issued shares shall be made to every person who holds
issued shares to purchase or acquire the same percentage of their issued shares;
(b)
all of those persons shall be given a reasonable opportunity to accept the offers made; and
(c)
the terms of all the offers are the same, except that there shall be disregarded:
(i)
differences in consideration attributable to the fact that offers may relate to shares with
different accrued dividend entitlements;
(ii)
differences in consideration attributable to the fact that offers relate to shares with
different amounts remaining unpaid; and
(iii)
differences in the offers introduced solely to ensure that each person is left with a whole
number of shares.
In addition, the Listing Manual provides that, in making an Off-Market Purchase, the Company must
issue an offer document to all Shareholders, which must contain at least the following information:
(a)
the terms and conditions of the offer;
(b)
the period and procedures for acceptances;
(c)
the reasons for the proposed purchase(s) or acquisition(s) of Shares;
(d)
the consequences, if any, of purchase(s) or acquisition(s) of Shares by the Company that will
arise under the Take-over Code or other applicable take-over rules;
(e)
whether the purchase(s) or acquisition(s) of Shares, if made, could affect the listing of the
Shares on the SGX-ST;
Letter To Shareholders
