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 shares are to be made to every person who holds shares
to purchase or acquire the same percentage of their shares;
(b)
all of those persons have a reasonable opportunity to accept the offers made to them; 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;
(f)
details of any purchase(s) or acquisition(s) of Shares made by the Company in the previous 12
months (whether Market Purchase(s) or Off-Market Purchase(s) in accordance with an equal access
scheme), giving the total number of Shares purchased or acquired, the purchase or acquisition
price per Share or the highest and lowest prices paid for the purchase(s) or acquisition(s), where
relevant, and the total consideration paid for the purchase(s) or acquisition(s); and
(g)
whether the Shares purchased or acquired by the Company will be cancelled or kept as treasury
shares.
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