SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
126
3.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
3.2
Authority and Limits on the Share Purchase Mandate. (cont’d)
3.2.3 Manner of Purchases or Acquisitions of Shares (cont’d)
(iii)
the terms of all the offers shall be the same, except that there shall be disregarded: (1) differences in
consideration attributable to the fact that offers may relate to Shares with different accrued dividend
entitlements, (2) (if applicable) differences in consideration attributable to the fact that offers relate to
Shares with different amounts remaining unpaid, and (3) differences in the offers introduced solely to
ensure that each person is left with a whole number of Shares.
Additionally, the Listing Manual provides that, in making an Off-Market Purchase in accordance with an equal
access scheme, it will issue an offer document containing at least the following information:
(i)
the terms and conditions of the offer;
(ii)
the period and procedures for acceptances; and
(iii)
the information required under Rule 883(2), (3), (4), (5) and (6) of the Listing Manual.
3.2.4 Purchase Price
The purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and
other related expenses (“Related Expenses”)) to be paid for a Share will be determined by the Directors. The
purchase price to be paid for the Shares must not exceed:
(a)
in the case of a Market Purchase, 105 per cent of the Average Closing Price of the Shares; and
(b)
in the case of an Off-Market Purchase, 120 per cent of the Average Closing Price of the Shares,
in either case, excluding Related Expenses of the purchase or acquisition (the “
Maximum Price
”).
For the above purposes:
“
Average Closing Price
” means the average of the last dealt prices of a Share for the five consecutive Market
Days on which the Shares are transacted on the SGX-ST or, as the case may be, Other Exchange immediately
preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making
of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the Listing
Manual, for any corporate action that occurs after the relevant five-day period; and
“
Date of the making of the offer
” means the date on which the Company announces its intention to make an
offer for an Off-Market Purchase, stating the purchase price (which shall not be more than the Maximum Price
calculated on the foregoing basis (excluding Related Expenses of the purchase or acquisition) for each Share)
and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.
3.3
Status of Purchased Shares.
A Share purchased or acquired by the Company is deemed cancelled immediately on purchase or acquisition, and all
rights and privileges attached to the Share will expire on cancellation unless such Share is held by the Company as a
treasury share. Accordingly, the total number of issued Shares will be diminished by the number of Shares purchased
or acquired by the Company which are not held as treasury shares.
APPENDIX 1
APPENDIX 1
