SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
128
3.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
3.7
Financial Effects.
3.7.1 General
If the purchased Shares are cancelled, the issued share capital of the Company will be reduced by the
corresponding total purchase price of the Shares purchased or acquired by the Company. If, on the other hand,
the purchased Shares are not cancelled but held in treasury, then there will be no change in the Company’s
issued share capital. Where the consideration paid by the Company for the Share Purchase is out of profits, such
consideration (excluding Related Expenses) will correspondingly reduce the amount available for the distribution
of cash dividend by the Company. Where the consideration paid by the Company for the Share Purchase is out
of capital, the amount available for the distribution of cash dividends will not be reduced.
The financial effects on the Company and the Group arising from Share Purchases will depend, inter alia, on the
number of Shares purchased or acquired, the price paid for such Shares, the manner in which the purchase or
acquisition is funded and whether the Shares are cancelled or held in treasury. It is, therefore, not possible for
the Company to realistically calculate or quantify the impact of purchases that may be made pursuant to the
Share Purchase Mandate on the NTA and EPS.
The Directors do not propose to exercise the Share Purchase Mandate to the extent that the liquidity and
capital adequacy position of the Group would be materially and adversely affected. The Directors will be
prudent in exercising the Share Purchase Mandate only to such extent which the Directors believe will enhance
shareholders’ value giving consideration to the prevailing market conditions, the financial position of the Group
and other relevant factors.
3.7.2 Number of Shares that may be Acquired or Purchased
Based on 927,324,011 Shares in issue as at the Latest Practicable Date and assuming no further Shares are
issued on or prior to the 2015 AGM, not more than 92,732,401 Shares (representing 10% of the total issued
Shares as at that date) may be purchased by the Company pursuant to the Share Purchase Mandate.
3.7.3 Maximum Price that may be paid for Shares Acquired or Purchased
In the case of Market Purchases by the Company and assuming that the Company purchases or acquires
92,732,401 Shares at the Maximum Price of $0.2062 for each Share (being the price equivalent to 5% above
the Average Closing Price of the Shares for the five consecutive Market Days on which the Shares were traded
on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for
the purchase or acquisition of 92,732,401 Shares (excluding brokerage, stamp duties, commission, applicable
goods and services tax and other related expenses) is approximately $19,121,421.
In the case of Off-Market Purchases by the Company and assuming that the Company purchases or acquires
92,732,401 Shares at the Maximum Price of $0.2357 for each Share (being the price equivalent to 20% above
the Average Closing Price of the Shares for the five consecutive Market Days on which the Shares were traded
on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for
the purchase or acquisition of 92,732,401 Shares excluding brokerage, stamp duties, commission, applicable
goods and services tax and other related expenses) is approximately $21,857,027.
3.7.4 Illustrative Financial Effects
For illustrative purposes only, on the basis of the assumptions set out in paragraphs 3.7.2 and 3.7.3 above, and
assuming that the Share Purchases are financed entirely out of the Company’s distributable profit, the financial
effects of:-
APPENDIX 1
APPENDIX 1
