133
4.
Certain Take-over Code Implications (cont’d)
4.3
Effect of Rule 14 and Appendix 2 of the Take-over Code (cont’d)
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 if, as a result of the Company purchasing or acquiring its Shares, the voting
rights of such Shareholder would increase to thirty per cent. (30%) or more, or, if such Shareholder holds between thirty
per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights, the voting rights of such Shareholder would
increase by more than one per cent. (1%) in any period of six (6) months. Such Shareholder need not abstain from
voting in respect of the resolution authorizing the proposed Share Purchase Mandate.
Shareholders who are in any doubt as to whether they would incur any obligations to make a take-over
offer as a result of any purchase of Shares by the Company pursuant of proposed Share Purchase Mandate
are advised to consult their professional advisers before they acquire any Shares in the Company during
the period when the proposed Share Purchase Mandate is in force.
The statements herein do not purport to be a comprehensive or exhaustive description of all implications
that may arise under the Take-over Code. Shareholders are advised to consult their professional adviser
and/or the Securities Industry Council and/or other relevant authorities at the earliest opportunity as to
whether an obligation to make a take-over offer would arise by reason of any purchase or acquisition of
Shares by the Company.
Based on the Register of Directors’ shareholdings and the Register of Substantial Shareholders as at the
latest Practicable Date, the Directors are not aware of any Substantial Shareholders or Directors who
would become obliged to make a general offer under Rule 14 and Appendix 2 of the Take-over Code in the
event that the Company should, pursuant to the Share Purchase Mandate, purchase or acquire up to 10%
of its issued shares.
5.
Directors’ and Substantial Shareholder’s Interests
Based on the Register of Directors’ Shareholdings and the Register of Substantial Shareholders of the Company, as at the
Latest Practicable Date, the shareholdings of the Directors and of the Substantial Shareholders in the Company before and
after the purchase of Shares pursuant to the proposed Share Purchase Mandate, assuming (i) the Company purchases the
maximum amount of 10% of the issued ordinary share capital of the Company, and (ii) there is no change in the number of
Shares held by the Directors and Substantial Shareholders or which they are deemed to be interested in, will be as follow:-
Before Share Purchase
(Number of Shares)
Before Share
Purchase
After Share
Purchase
Name of Director
Direct
Interest
Deemed
Interest
Total
Interest
%
(1)
%
(2)
Koh Boon Hwee
62,592,193
110,040 62,702,233
6.76
7.51
Wong Chi Hung
550,000
7,907,883
8,457,883
0.91
1.01
Steven Uhlmann
78,491,892
-
78,491,892
8.46
9.40
Steven Tan Chee Chuan
10,000,000
-
10,000,000
1.08
1.20
Kaka Singh
396,270
-
396,270
0.04
0.05
Gabriel Teo Chen Thye
2,139,660
-
2,139,660
0.23
0.26
Ong Sim Ho
-
-
-
-
-
Khoo Boo Hor
12,889,413
-
12,889,413
1.39
1.54
APPENDIX 1
