KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
131
2.6 Requirements under the Listing Manual
2.6.1 Maximum Price
Under the ListingManual, a listed companymay purchase or acquire shares byway ofMarket Purchases
at a price per share which is not more than 5% above the average of the closing market prices of the
shares over the last five (5) Market Days, on which transactions in the shares were recorded, before the
day on which the purchases or acquisitions were made and deemed to be adjusted for any corporate
action that occurs after the relevant five-day period. The Maximum Price for a Share in relation to
Market Purchases by the Company, referred to in Section 2.2.4, conforms to this restriction.
2.6.2 Reporting Requirements
The Listing Manual requires a listed company to notify the SGX-ST of any purchase or acquisition of
its shares (i) in the case of a Market Purchase, by 9.00 a.m. on the Market Day following the day on
which it purchased or acquired shares; and (ii) in the case of an Off-Market Purchase under an equal
access scheme, by 9.00 a.m. on the second Market Day after the close of acceptances of the offer.
Such notification shall be in such form and include such details as may be prescribed by the Listing
Manual.
2.6.3 No Purchases or Acquisitions after Occurrences of Price Sensitive Developments
While the Listing Manual does not expressly prohibit any purchase or acquisition of shares by a
listed company during any particular time(s), because the listed company would be regarded as an
“insider” in relation to any proposed purchase or acquisition of its issued shares, the Company will
not undertake any purchase or acquisition of Shares pursuant to the Share Purchase Mandate at any
time after a price sensitive development has occurred or has been the subject of a decision until the
price sensitive information has been publicly announced. In particular, the Company will not purchase
or acquire any Shares during the period of two (2) weeks immediately preceding the announcement
of the Company’s financial statements for each of the first three (3) quarters of its financial year, and
during the period of one (1) month immediately preceding the announcement of the Company’s full-
year financial statements.
2.7 Listing Status of the Shares
Under Rule 723 of the ListingManual, the Company shall ensure that at least 10% of its issued Shares (excluding
treasury shares) is at all times held by the public.
As at the Latest Practicable Date:
(a)
approximately 70,086,000 Shares, representing 36.02% of the total number of issued Shares (excluding
treasury shares), are held by the public; and
(b)
no Shares are held by the Company as treasury shares.
If the Company had purchased or acquired Shares from the public up to the full 10% limit pursuant to the
Share Purchase Mandate on the Latest Practicable Date, the number of Shares held by the public would
be approximately 50,631,000 Shares, representing 28.92% of the total number of issued Shares (excluding
treasury shares).
The Company is of the view that there is a sufficient number of Shares held by public Shareholders which
would permit the Company to undertake purchases or acquisitions of its Shares up to the full 10% limit
pursuant to the Share Purchase Mandate without affecting the listing status of the Shares on the SGX-ST,
causing market illiquidity or affecting orderly trading of the Shares.
Letter To Shareholders
