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 theCompany pursuant to the Share PurchaseMandate are advised to consult their professional
advisers and/or the Securities Industry Council of Singapore and/or other relevant authorities at the
earliest opportunity.
letter to
shareholders
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k i n g s m e n
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