DEFINING DESIGN
QUALITY
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2.8 Obligations to Make a Take-over Offer
If, as a result of any purchase or acquisition of Shares by the Company, the percentage of voting rights in the
Company of a Shareholder and persons acting in concert with him increases, such increase will be treated
as an acquisition for the purposes of Rule 14 of the Take-over Code. Consequently, a Shareholder or a group
of Shareholders acting in concert could obtain or consolidate effective control of the Company and become
obliged to make a take-over offer under Rule 14 of the Take-over Code.
The circumstances under which Shareholders, including Directors, and persons acting in concert with them
will incur an obligation to make a take-over offer under Rule 14 of the Take-over Code after a purchase or an
acquisition of Shares by the Company are set out in Appendix 2 of the Take-over Code.
In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, if as a result of the
Company purchasing or acquiring Shares, (i) the voting rights of Directors and their concert parties would
increase to 30% or more; or (ii) in the event that such Directors and their concert parties hold between 30%
and 50% of the Company’s voting rights, if the voting rights of such Directors and their concert parties
would increase by more than 1% in any period of six (6) months, the Directors and their concert parties will
be exempted from the requirement to make a take-over offer subject to certain conditions, including the
submission by such Directors of an executed form prescribed by the Securities Industry Council of Singapore
within seven (7) days of the passing of the resolution to authorise the proposed renewal of the Share Purchase
Mandate.
Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not
be required to make a take-over offer under Rule 14 of the Take-over Code, if as a result of the Company
purchasing or acquiring its Shares, (i) the voting rights of such Shareholder would increase to 30% or more;
or (ii) in the event that such Shareholder holds between 30% and 50% of the Company’s voting rights, the
voting rights of such Shareholder would increase by more than 1% in any period of six (6) months. Such
Shareholder need not abstain from voting on the resolution authorising the proposed renewal of the Share
Purchase Mandate.
2.8.1 Persons Acting in Concert
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant
to an agreement or understanding (whether formal or informal) co-operate, through the acquisition by
any of them of shares in a company, to obtain or consolidate effective control of that company. Unless
the contrary is established, the following persons,
inter alia
, will be presumed to be acting in concert:
(i) a company with any of its directors (together with their immediate family members); and (ii) a
company, its parent company, subsidiaries and fellow subsidiaries, and their associated companies,
and companies whose associated companies include any of the foregoing. Under the Take-over Code,
a company is an associated company of another company if the second company owns or controls at
least 20% but not more than 50% of the voting rights of the first-mentioned company.
Based on substantial shareholding notifications received by the Company as at the Latest Practicable
Date, as set out in Section 3, none of the substantial Shareholders would become obliged to make a
take-over offer under Rule 14 of the Take-over Code as a result of the purchase or acquisition of Shares
by the Company up to the maximum limit of 10% of the Share Purchase Mandate.
The Directors are not aware of any facts or factors which suggest or imply that any particular person(s)
and/or Shareholder(s) are, or may be regarded as, persons acting in concert such that their respective
shareholding interests in the Company should or ought to be consolidated, and consequences under
the Take-over Code would ensue as a result of a purchase or an acquisition of Shares by the Company
pursuant to the Share Purchase Mandate.
The statements set out above do not purport to be a comprehensive or exhaustive description
of all implications that may arise under the Take-over Code. Shareholders who are in doubt as
to whether they would incur any obligation to make a take-over offer as a result of any purchase
or acquisition of Shares by the Company pursuant to the Share Purchase Mandate are advised
to consult their professional advisers and/or the Securities Industry Council of Singapore and/or
other relevant authorities at the earliest opportunity.
2.9 Reporting Requirements
Within 30 days of approval by Shareholders of the proposed renewal of the Share Purchase Mandate, the
Company shall lodge a copy of the relevant Shareholders’ resolution with the Registrar of Companies (the
“
Registrar
”).
TheCompany shall notify the Registrar within 30days of a purchase or an acquisition of Shares by theCompany.
Such notification shall include the date of the purchase or acquisition, the number of Shares purchased or
acquired by the Company, the number of Shares cancelled, the number of Shares held as treasury shares,
the Company’s issued share capital before and after the purchase or acquisition, the amount of consideration
paid by the Company for the purchase or acquisition, whether the Shares were purchased or acquired out of
the profits or capital of the Company, and such other particulars as may be required in the prescribed form.
Within 30 days of the cancellation or disposal of treasury shares in accordance with the provisions of the
Companies Act, the Company shall lodge with the Registrar the notice of cancellation or disposal of treasury
shares in the prescribed form.
Letter To Shareholders
