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3.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
3.8
Taxation
Shareholders who are in doubt as to their respective tax provisions or any tax implications arising from the Share
Purchase Mandate or who may be subject to tax in a jurisdiction other than Singapore should consult their own
professional advisers.
3.9
Requirements in the Listing Manual
(a)
The Listing Manual specifies that a listed company shall report all purchases or acquisitions of its shares to
the SGX-ST not later than 9.00 a.m.: (i) in the case of a Market Purchase, on the Market Day following the
day on which the Market Purchase was effected, and (ii) in the case of an Off-Market Purchase on an equal
access scheme, on the second Market Day after the close of acceptances of the offer. The notification of
such purchases or acquisitions to the SGX-ST shall be in such form, and shall include such details, as may be
prescribed by the SGX-ST in the Listing Manual.
(b)
The Listing Manual does not expressly prohibit any purchase or acquisition of shares by a listed company during
any particular time(s). However, as the Company would be regarded as an “insider” in relation to any proposed
purchase or acquisition of its shares, the Company will not undertake any purchase or acquisition of Shares
pursuant to the Share Purchase Mandate in the following circumstances:
(i)
at any time any matter or development of a price-sensitive nature has occurred or has been the subject
of a decision of the Board until the price-sensitive information has been publicly announced; and
(ii)
in the case of all Purchases, during the period commencing one month immediately before the
announcement of the Company’s half-year or full-year results, as the case may be, and (if applicable) the
period of two weeks before the announcement of the Company’s other interim results, as the case may
be.
(c)
The Listing Manual requires a company to ensure that at least 10% of equity securities (excluding treasury
shares, preference shares and convertible equity securities) in a class that is listed are held by public
Shareholders. The “public”, as defined under the Listing Manual, are persons other than the directors, chief
executive officer, substantial shareholders or controlling shareholders of the Company and its subsidiaries, as
well as the associates of such persons.
As at the Latest Practicable Date, there are approximately 599,230,660 Shares in the hands of the public,
representing approximately 64.62% of the issued Shares. Accordingly, the Company is of the view that there
is, at present, a sufficient number of Shares held by public Shareholders which would permit the Company to
undertake purchases and acquisitions of its Shares up to the full 10% limit pursuant to the proposed Share
Purchase Mandate, without adversely affecting the listing status of the Shares on the SGX-ST or cause market
illiquidity or adversely affect the orderly trading of the shares.
4.
Certain Take-over Code Implications
4.1
Obligations to Make a Take-over Offer
Any resultant increase in the percentage of voting rights held by a Shareholder and persons acting in concert with him,
following any purchase or acquisition of Shares by the Company, will be treated as an acquisition for the purposes of
Rule 14 of the Take-over Code (“Rule 14’). Consequently, depending on the number of Shares purchased or acquired
by the Company and the Company’s total issued Shares at that time, a Shareholder or group of Shareholders acting
in concert with each other could obtain or consolidate effective control of the Company and could become obliged to
make a take-over offer under Rule 14.
APPENDIX 1
