Kingsmen Creatives Ltd - Annual Report 2015 - page 150

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.
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 2016 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 holds 1,000,000 treasury
shares as at the Latest Practicable Date.
For illustrative purposes only
, based on 196,744,181 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 19,674,418 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 is 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.
letter to
shareholders
•  e x p e r i e n c i n g
k i n g s m e n
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