CIRCULAR DATED 28 NOVEMBER 2008 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of Aqua-Terra Supply Co. Limited (the “Company”) held through The Central Depository (Pte) Limited (“CDP”), you need not forward this circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or transferee as arrangements will be made by CDP for a separate circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to be sent to the purchaser or transferee. If you have sold or transferred all your shares in the capital of the Company represented by physical share certificate(s), you should at once hand this circular with the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. Singapore Exchange Securities Trading Limited (“SGX-ST”) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this circular.
AQUA-TERRA SUPPLY CO. LIMITED (Incorporated in the Republic of Singapore) (Co. Reg No.: 200100108D)
CIRCULAR TO SHAREHOLDERS IN RELATION TO (1)
THE PROPOSED ALTERATIONS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY; AND
(2)
THE PROPOSED SHARE BUYBACK MANDATE.
Important Dates and Times: Last date and time for lodgment of Proxy Form
:
21 December 2008 at 10.30 a.m.
Date and time of Extraordinary General Meeting
:
23 December 2008 at 10.30 a.m.
Place of Extraordinary General Meeting
:
19 Jurong Port Road Singapore 619093
CONTENTS DEFINITIONS .......................................................................................................................................
3
LETTER TO SHAREHOLDERS ...........................................................................................................
5
1.
INTRODUCTION ........................................................................................................................
5
2.
THE PROPOSED ALTERATIONS TO THE MEMORANDUM AND ARTICLES ........................
5
3.
THE PROPOSED SHARE BUYBACK MANDATE .....................................................................
9
4.
THE TERMS OF THE SHARE BUYBACK MANDATE ...............................................................
10
5.
STATUS OF PURCHASED SHARES UNDER THE SHARE BUYBACK MANDATE.................
12
6.
TREASURY SHARES ................................................................................................................
12
7.
SOURCE OF FUNDS FOR SHARE BUYBACK ........................................................................
13
8.
FINANCIAL EFFECTS OF THE SHARE BUYBACK MANDATE ...............................................
13
9.
REPORTING REQUIREMENTS UNDER THE ACT ..................................................................
18
10.
LISTING RULES ........................................................................................................................
18
11.
TAX IMPLICATIONS ...................................................................................................................
19
12.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ..................................
19
13.
SHARES PURCHASED BY THE COMPANY ............................................................................
20
14.
EXTRAORDINARY GENERAL MEETING .................................................................................
20
15.
ACTION TO BE TAKEN BY SHAREHOLDERS .........................................................................
20
16.
DIRECTORS’ RECOMMENDATION ..........................................................................................
20
17.
DIRECTORS’ RESPONSIBILITY STATEMENT .........................................................................
20
18.
DOCUMENTS FOR INSPECTION ............................................................................................
21
APPENDIX A ........................................................................................................................................
22
NOTICE OF EXTRAORDINARY GENERAL MEETING ......................................................................
32
PROXY FORM
2
DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: “Act” or “Companies Act”
:
The Companies Act (Chapter 50) of Singapore, as amended, modified or supplemented from time to time
“AGM”
:
Annual General Meeting
“Articles”
:
Articles of association of the Company
“Board”
:
The board of Directors of the Company for the time being
“CDP”
:
The Central Depository (Pte) Limited
“Circular”
:
This circular to Shareholders dated 28 November 2008
“Companies Amendment Act”
:
The Companies (Amendment) Act 2005 of Singapore
“Companies Amendment Act 2004”
:
The Companies (Amendment) Act 2004 of Singapore
“Company”
:
Aqua-Terra Supply Co. Limited
“Directors”
:
The directors of the Company as at the date of this Circular
“EGM”
:
The extraordinary general meeting of the Company to be held on 23 December 2008 at 10.30 a.m. at 19 Jurong Port Road Singapore 619093, notice of which is set out on pages 32 and 33 of this Circular
“EPS”
:
Earnings per Share
“FY”
:
The financial year ended or ending 31 December
“Group”
:
The Company and its subsidiaries
“Latest Practicable Date”
:
21 November 2008, being the latest practicable date prior to the printing of this Circular
“Listing Manual”
:
The listing manual of SGX-ST, as amended or modified from time to time
“Listing Rules”
:
The listing rules of SGX-ST as set out in the Listing Manual
“Market Day”
:
A day on which SGX-ST is open for trading in securities
“MAS”
:
Monetary Authority of Singapore
“Memorandum”
:
Memorandum of association of the Company
“Notice of EGM”
:
The notice of the EGM as set out on pages 32 and 33 of this Circular
“NTA”
:
Net tangible assets
“Pacific One”
:
Pacific One Energy Limited
“Securities Account”
:
A securities account maintained by a Depositor with CDP but does not include a securities account maintained with a Depository Agent 3
“SGX-ST”
:
Singapore Exchange Securities Trading Limited
“Shareholders”
:
Registered holders of Shares except that where the registered holder is CDP, the term “Shareholders” shall, in relation to such shares and where the context admits, mean the persons named as depositors in the Depository Register maintained by CDP and into whose Securities Accounts those Shares are credited. Any reference to Shares held by Shareholders shall include Shares standing to the credit of the respective Shareholders’ Securities Account
“Shares”
:
Ordinary shares in the capital of the Company
“Substantial Shareholder”
:
A Shareholder who has an interest in not less than five per cent. (5%) of the issued Shares
“Share Buyback Mandate”
:
A general mandate given by Shareholders to authorise the Directors to purchase, on behalf of the Company, Shares in accordance with the terms set out in the Circular as well as the rules and regulations set forth in the Companies Act and the Listing Manual
“Take-over Code”
:
The Singapore Code on Take-overs and Mergers, as amended or modified from time to time
“$” and “cents”
:
Singapore dollar and cents respectively
“%” or “per cent.”
:
Per centum or percentage
The terms “Depositors”, “Depository”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them, respectively, in section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine shall, where applicable, include the feminine and neuter gender and vice versa. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and used in this Circular shall have the same meaning assigned to it under the Companies Act unless otherwise provided. Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding.
4
LETTER TO SHAREHOLDERS
AQUA-TERRA SUPPLY CO. LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 200100108D)
Directors:
Registered Office:
Mr. Kris Taenar Wiluan (Chairman and Chief Executive Officer) Mr. Eng Chiaw Koon (Managing Director) Mr. Goh Hoi Lai (Executive Director and Chief Financial Officer) Mr. Clement Budi Irawady Kong (Executive Director and Chief Business Development Officer) Mr. Soh Kim Whye (Executive Director and Chief Operating Officer) Mr. Gui Kim Young @ Gui Kim Gan (Independent Director) Mr. Fong Cheng Kee (Independent Director) Mr. Wong Kwan Seng, Robert (Independent Director)
19 Jurong Port Road Singapore 619093
28 November 2008 To: The Shareholders of Aqua-Terra Supply Co. Limited Dear Sir/Madam, (1)
THE PROPOSED ALTERATIONS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY; AND
(2)
THE PROPOSED SHARE BUYBACK MANDATE
1.
INTRODUCTION The Directors propose to convene an EGM to seek Shareholders’ approval for the following: (a)
the proposed alterations to the Memorandum and Articles; and
(b)
the proposed Share Buyback Mandate.
The purpose of this Circular is to provide Shareholders with information pertaining to the aforesaid proposals, and to seek Shareholders’ approval in respect of the same at the EGM to be held on 23 December 2008 at 10.30 a.m. at 19 Jurong Port Road Singapore 619093, notice of which is set out on pages 32 and 33 of this Circular. 2.
THE PROPOSED ALTERATIONS TO THE MEMORANDUM AND ARTICLES
2.1
Background Under the Companies Amendment Act, the concepts of par value and authorised capital have been abolished. As a result of the abolition of the concept of par value, shares of a company will no longer have any par or nominal value and the concepts of share premium and the issue of shares at a discount have also been abolished accordingly. The Companies Amendment Act also introduces new provisions on treasury shares. Under these provisions, shares which are the subject of a share repurchase by a company can be held by the company as treasury shares instead of being cancelled. The right to attend and vote at meetings and the right to dividend or other distributions in respect of such repurchased shares will be suspended for so long as such repurchased shares are held in treasury.
5
Accordingly, the Company proposes to amend the Memorandum and Articles so that they will be in line with the changes introduced by the Companies Amendment Act. The Company is also taking this opportunity to streamline and rationalise certain other provisions in the Articles. 2.2
Alteration to the Memorandum The following is the proposed alteration to the Memorandum: Clause 5 Clause 5 sets out the share capital of the Company. It is proposed that Clause 5 be deleted and replaced with a new Clause 5 following the abolition of the concept of authorised share capital pursuant to the Companies Amendment Act.
2.3
Alterations to the Articles The following is a summary of the main proposed alterations to the Articles: 2.3.1 Article 2 Article 2 is the interpretation section of the Articles, and is proposed to be amended to provide for the following: (i)
that the expression “treasury shares” is to have the meaning ascribed to it in the Act, namely, shares which were (or were treated as having been) purchased by the Company in circumstances in which section 76H of the Act applies, and have been held by the Company continuously since the treasury shares were so purchased; and
(ii)
that, except where otherwise expressly provided in the Articles, references in the Articles to “holder(s)” of shares or a class of shares and “Member(s)” shall exclude the Company in relation to shares held by it as treasury shares.
To update the Articles, it is proposed that a new definition of “Electronic Communication” be inserted into Article 2. 2.3.2 Article 5 Article 5, which deals with the terms and conditions pursuant to an issue of shares, is proposed to be amended to, inter alia, remove the references to issues of shares at a premium and at a discount, following the abolition of the concepts of share premium and issue of shares at a discount, respectively, pursuant to the Companies Amendment Act. 2.3.3 New Article 5(A) It is proposed that new provisions relating to the ownership and rights in respect of treasury shares be inserted as Article 5(A) immediately after Article 5, in accordance with the Act. 2.3.4 Article 7 Article 7 which deals with the rights and issue of preference shares is proposed to be amended to, inter alia, delete references to “nominal value” in conjunction with the abolition of the concept of nominal value pursuant to the Companies Amendment Act. 2.3.5 Article 12 Article 12 provides that the Company may exercise the powers of paying commissions conferred by the Act and may also pay such brokerage as may be lawful. Article 12 is proposed to be amended to delete the references to payment of commission by the issue of shares at or above the par value in conjunction with the abolition of the concept of par value pursuant to the Companies Amendment Act.
6
2.3.6
Articles 18 and 20(4) Article 18 provides that every share certificate shall specify the number and class of shares to which it relates and the amount paid up thereon. Article 18 is proposed to be amended to provide that the amount (if any) unpaid on the shares must also be specified in the share certificate, to align it with section 123 of the Act, as amended pursuant to the Companies Amendment Act. Article 20(4) deals with the procedures in relation to the renewal of share certificates. With the abolition of the concept of nominal value, section 125(3) of the Act now provides that any duplicate certificate issued on or after 30th January 2006 in respect of a share certificate issued before that date shall state, in place of the historical nominal value of the shares, the amount paid on the shares and the amount (if any) unpaid on the shares. The language of Article 20(4) is proposed to be amended to bring it in line with the Act.
2.3.7
Article 22 Article 22 provides that the Company shall have first and paramount lien on every share (not being a fully paid share) and on dividends declared and payable on such shares. It is proposed that in order to be in line with paragraph 3(a) of Appendix 2.2 of the Listing Manual, Article 22 be amended to provide that such lien be restricted to unpaid calls and instalments upon the specific shares in respect of which such moneys are due and unpaid, and to such amounts as may be called upon by law to be paid in respect of the shares of the member or deceased member.
2.3.8
Articles 26 and 29 Articles 26 and 29 deal with calls on members in respect of any moneys unpaid on their shares. It is proposed that these two Articles be amended to remove all references to nominal value and share premium in line with the abolition of these concepts pursuant to the Companies Amendment Act.
2.3.9
Article 52 Article 52 provides, inter alia, that subject to applicable laws, the Company may purchase or otherwise acquire shares in the issued share capital of the Company and that such shares purchased or acquired shall be deemed to be cancelled immediately. It is proposed that Article 52 be amended to permit the Company to hold any purchased or acquired shares in treasury in accordance with the Act, in conjunction with the introduction of provisions on treasury shares by the Companies Amendment Act.
2.3.10 Articles 53, 54 and 55 Articles 53, 54 and 55 deal with the conversion of shares into stock. It is proposed that these Articles be amended to delete all references to nominal value and “denomination” in line with the abolition of the concept of nominal value pursuant to the Companies Amendment Act. Drafting changes are also proposed to be made to the aforesaid Articles to replace “amount of stock” with “number of stock units” pursuant to the Companies Amendment Act. 2.3.11 Article 57 Article 57 deals with the increase of the Company’s share capital. Drafting changes are proposed to be made to Article 57 to remove the reference to the amount of each share in line with the abolition of the concept of authorised capital and nominal value pursuant to the Companies Amendment Act. 2.3.12 Article 60(1) Articles 60(1)(a) and 60(1)(c) provide that the Company may by ordinary resolution, inter alia, consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares, and subdivide its shares into shares of a smaller amount. It is
7
proposed that these provisions be amended to delete references to the “amount” of shares in conjunction with the abolition of the concept of par value pursuant to the Companies Amendment Act. Article 60(1)(b) provides that the Company may by ordinary resolution cancel any shares which have not been taken by any person and diminish the amount of capital by the amount of the shares so cancelled. It is proposed that this provision be amended to replace “have not been taken, or agreed to be taken, by any person” with “have been forfeited” in conjunction with the abolition of the concept of authorised capital pursuant to the Companies Amendment Act. 2.3.13 Article 80 Article 80 provides for the persons who are able to demand for a poll at a general meeting of the Company. Article 80 is proposed to be amended to align its language with section 178 of the Act. Further, it is proposed that amendments be made to clarify that where a poll is demanded by a member having the right to vote at the meeting and holding not less than one-tenth of the total sum paid up on all shares of the Company conferring that right, such shares shall exclude treasury shares, following the introduction of provisions on treasury shares pursuant to the Companies Amendment Act. 2.3.14 Articles 112, 113 and 114 Articles 112, 113 and 114 deal with the appointment, removal, remuneration and powers of a managing director. It is proposed that these Articles be amended such that they apply to person(s) holding a position equivalent to a managing director of the Company, to align the aforesaid Articles with paragraphs 9(i) and 9(j) of Appendix 2.2 of the Listing Manual, and to provide that a managing director is subject to retirement in accordance with the Articles. 2.3.15 Article 120(2) Article 120(2) deals with meetings of Directors by teleconference. It is proposed that amendments be made to Article 120(2) pursuant to new provisions introduced by the Companies Amendment Act 2004 which permit the electronic distribution of notices of meetings, statutory reports and other documents to members, officers and auditors under certain specified conditions. 2.3.16 Articles 126, 127 and 128 Articles 126 and 127 provide for the delegation by Directors of their powers to committees and the election of the Chairman at meetings of such committees. Article 128 provides that such committees may meet and adjourn such meetings as they think fit, and shall determine any questions raised thereat by a majority of the votes of the members present and voting at such meetings. Drafting amendments are proposed to these Articles, to clarify that a committee “member” need not be a member of the Company. 2.3.17 Article 130 Article 130 deals with resolutions of Directors in writing. It is proposed that Article 130 be amended to update the Articles to permit resolutions in writing of Directors to be passed by way of, inter alia, digital or electronic signature, in line with the growing acceptance of digital and electronic signatures. 2.3.18 Article 135 Article 135 provides that the payment of dividends is to be made in proportion to the amount paid in respect of Shares. Article 135 on the apportionment of dividends is proposed to be amended, following the abolition of the concept of par value pursuant to the Companies Amendment Act, to provide that all dividends are to be paid in proportion to the number of Shares held (as opposed to dividends being paid according to the amount of capital paid up on the Shares). Further, it is also proposed that Article 135 be amended to provide that where Shares are partly paid, all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on those Shares. 8
2.3.19 Article 136 Article 136 is proposed to be amended to make it clear that no dividend may be paid to the Company in respect of treasury shares pursuant to section 76(4) of the Act. 2.3.20 Article 147 Article 147 deals with the treatment of unclaimed dividends. It is proposed that Article 147 be amended to clarify the position in relation to the above. 2.3.21 Articles 148(1) and 148(2) Articles 148(1) and 148(2) deal with the capitalisation of profit and reserves. It is proposed that Articles 148(1) and 148(2) be amended to delete references to the reserve fund and the share premium account since any amounts standing to the credit of the Company’s reserve fund and share premium account shall become part of its share capital, pursuant to the Companies Amendment Act. 2.3.22 New Article 148(3) It is proposed that a new Article 148(3) be inserted to provide for the issue of shares for which no consideration is payable and the capitalisation of profits and reserves, in each case on terms that such shares shall, upon issue, be held by or for the participants of any share incentive or option scheme or plan implemented by the Company and approved by Shareholders in general meeting and on such terms as the Directors may think fit. 2.3.23 New Article 152 and Article 153 Articles 152 and 153 deal with the presentation of accounts and the accounts-related documents that the Directors are required to prepare and lay before the Company in general meeting. There is an interval stipulated between the close of the Company’s financial year and the issue of accounts. It is proposed that Articles 152 and 153 be amended so that the interval stipulated will be four months (or such other period as may be approved by the SGX-ST) so as to comply with Appendix 2.2 of the SGX-ST Listing Manual. 2.3.24 New Article 159(3) and Article 165 It is proposed that a new Article 159(3) be inserted and that Article 165 be amended, to permit the Company to serve or deliver notices (or other documents) using electronic communication in accordance with the provisions of the Act, as amended pursuant to the Companies Amendment Act 2004. 2.4
Text of the Memorandum and Articles to be amended The text of the Memorandum and Articles which are proposed to be amended are set out in Appendix A to this Circular.
2.5
Shareholders’ approval The proposed amendments to the Memorandum and Articles are subject to Shareholders’ approval.
3.
THE PROPOSED SHARE BUYBACK MANDATE
3.1
Rationale The Directors constantly seek to increase Shareholders’ value and to improve, inter alia, the return on equity of the Group. A share buyback at the appropriate price level is one of the ways through which the return on equity of the Group may be enhanced. Share buybacks provide the Company with a mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements in an expedient, effective and cost-efficient manner. It will also provide the Directors with greater flexibility over the Company’s share capital structure with a view to enhancing the earnings and/or net tangible asset value per Share. 9
The Directors further believe that share buybacks by the Company will help mitigate short-term market volatility, offset the effects of short-term speculation and bolster shareholder confidence. It will also enable the Directors to utilise the shares which are purchased and held as treasury shares, for the purposes of or pursuant to an employees’ share scheme. If and when circumstances permit, the Directors will decide whether to effect the share purchases via market purchases or off-market purchases, after taking into account the amount of surplus cash available, the prevailing market conditions and the most cost-effective and efficient approach. The Directors do not propose to carry out Share buybacks to an extent that would, or in circumstances that might, result in a material adverse effect on the liquidity, the orderly trading of the Shares and/ or the financial position of the Group. 3.2
Mandate Approval is being sought from Shareholders at the EGM for the adoption of the Share Buyback Mandate for the purchase or acquisition by the Company of its issued Shares. If approved, the Share Buyback Mandate will take effect from the date of the EGM and continue in force until the earlier of the date of the next AGM of the Company or such date as the next AGM is required by law or by the Articles to be held, unless prior thereto, Share buybacks are carried out to the full extent mandated or the Share Buyback Mandate is revoked or varied by the Company in a general meeting (the “Relevant Period”). The Share Buyback Mandate may be put to Shareholders for renewal at each subsequent AGM of the Company.
4.
THE TERMS OF THE SHARE BUYBACK MANDATE The authority and limitations placed on purchases of Shares by the Company under the Share Buyback Mandate are summarised below.
4.1
Maximum number of Shares Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. The total number of Shares that may be purchased or acquired by the Company is limited to the number of Shares representing not more than ten per cent. (10%) of the issued ordinary share capital of the Company as at the date of the EGM at which the Share Buyback Mandate is approved (the “Approval Date”) (unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered (excluding any treasury shares that may be held by the Company from time to time)). For illustrative purposes only, based on the existing issued and paid-up capital of the Company as the Latest Practicable Date of S$66,570,000, comprising 351,000,000 Shares, and assuming that no further Shares are issued on or prior to the EGM, not more than 35,100,000 Shares (representing ten per cent. (10%) of the issued ordinary share capital of the Company as at that date) may be purchased or acquired by the Company pursuant to the Share Buyback Mandate.
4.2
Duration of authority Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the Approval Date, up to the earlier of: (a)
the date on which the next AGM is held or required by law or the Articles to be held;
(b)
the date on which the share buybacks are carried out to the full extent mandated; or
(c)
the date on which the authority contained in the Share Buyback Mandate is varied or revoked.
10
4.3
Manner of purchase of Shares Purchases of Shares may be made by way of, inter alia: (a)
on-market purchases (“Market Purchase”), transacted on SGX-ST through SGX-ST’s Central Limit Order Book (CLOB) trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(b)
off-market purchases (“Off-Market Purchase”) (if effected otherwise than on SGX-ST), in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they may consider fit and in the interests of the Company, which scheme(s) shall satisfy all the conditions prescribed by the Act and the Listing Rules.
Under the Act, an equal access scheme must satisfy all of the following conditions: (a)
offers for the purchase or acquisition of issued Shares shall be made to every person who holds issued Shares to purchase or acquire the same percentage of their issued Shares;
(b)
all of those persons shall be given a reasonable opportunity to accept the offers made; and
(c)
the terms of all the offers are the same, except that there shall be disregarded: (i)
differences in consideration attributable to the fact that offers may relate to Shares with different accrued dividend entitlements;
(ii)
(if applicable) differences in consideration attributable to the fact that offers relate to Shares with different amounts remaining unpaid; and
(iii)
differences in the offers introduced solely to ensure that each person is left with a whole number of Shares in board lots of 1,000 Shares after the Share buybacks, in the event that there are offeree Shareholders holding odd numbers of Shares.
In addition, the Listing Rules provide that, in making an Off-Market Purchase, the Company must issue an offer document to all Shareholders which must contain at least the following information:
4.4
(a)
the terms and conditions of the offer;
(b)
the period and procedures for acceptances;
(c)
the reasons for the proposed Share buyback;
(d)
the consequences, if any, of Share buybacks by the Company that will arise under the Takeover Code or other applicable take-over rules;
(e)
whether the Share buyback, if made, would have any effect on the listing of the Shares on SGX-ST; and
(f)
details of any Share buybacks made by the Company in the previous 12 months (whether Market Purchases or Off-Market Purchases in accordance with an equal access scheme), giving the total number of Shares purchased, the purchase price per Share or the highest and lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases.
Maximum purchase price The purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) to be paid for the Shares will be determined by the Directors. However, the purchase price to be paid for a Share as determined by the Directors must not exceed:
11
(a)
in the case of a Market Purchase, 105 per cent. (105%) of the Average Closing Price (as defined hereinafter); and
(b)
in the case of an Off-Market Purchase pursuant to an equal access scheme, 120 per cent. (120%) of the Highest Last Dealt Price (as defined hereinafter),
(the “Maximum Price”) in either case, excluding related expenses of the purchase. For the above purposes: “Average Closing Price” means the average of the closing market prices of the Shares over the last five Market Days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-Market Day period; “Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the Market Day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and “day of the making of the offer” means the day on which the Company announces its intention to make an offer for the purchase of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase. 5.
STATUS OF PURCHASED SHARES UNDER THE SHARE BUYBACK MANDATE 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 such 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 and which are not held as treasury shares.
6.
TREASURY SHARES Under the Act, as amended by the Companies Amendment Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Act are summarised below:
6.1
Maximum holdings The number of Shares held as treasury shares cannot at any time exceed ten per cent. (10%) of the total number of issued Shares.
6.2
Voting and other rights The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be paid and no other distribution of the Company’s assets may be made to the Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. Also, a subdivision or consolidation of any treasury share is allowed so long as the total value of the treasury shares after the subdivision or consolidation is the same as before.
6.3
Disposal and Cancellation Where Shares are held as treasury shares, the Company may at any time: (a)
sell the treasury shares for cash or other consideration;
12
7.
(b)
transfer the treasury shares for the purposes of or pursuant to an employees’ share scheme;
(c)
transfer the treasury shares as consideration for the acquisition of shares in or assets of another company or assets of a person;
(d)
cancel the treasury shares; or
(e)
sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister for Finance.
SOURCE OF FUNDS FOR SHARE BUYBACK Previously, any payment made by the Company in consideration of the purchase or acquisition of its own Shares could only be made out of the Company’s distributable profits that were available for payment as dividends. However, the Act as amended by the Companies Amendment Act, now permits the Company to purchase its own Shares out of capital, as well as from its distributable profits as long as the Company is solvent. The Company will use internal resources or external borrowings or a combination of both to fund purchases of Shares pursuant to the Share Buyback Mandate. Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of distributable profits, such consideration (excluding related brokerage, goods and services tax, stamp duties and clearance fees) will correspondingly reduce the amount available for the distribution of cash dividends by the Company. Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of capital, the amount available for the distribution of cash dividends by the Company will not be reduced.
8.
FINANCIAL EFFECTS OF THE SHARE BUYBACK MANDATE The financial effects on the Company and the Group arising from purchases or acquisitions of Shares which may be made pursuant to the Share Buyback Mandate will depend on, inter alia, the price paid for such Shares and whether the Shares purchased or acquired are held in treasury or cancelled. The financial effects on the Company and the Group, based on the audited financial statements of the Company and the Group for FY2007, are based on the following principal assumptions: (a)
the purchase or acquisition of Shares pursuant to the Share Buyback Mandate had taken place on 1 January 2007 for the purpose of computing the financial effects on the EPS of the Group;
(b)
the purchase or acquisition of Shares pursuant to the Share Buyback Mandate had taken place on 31 December 2007 for the purpose of computing the financial effects on the shareholders’ equity, NTA per share and gearing of the Company and the Group;
(c)
the purchase or acquisition of Shares pursuant to the Share Buyback Mandate are assumed to be financed by internal funds (35%) and bank borrowings (65%); and
(d)
transaction costs incurred for the purchase or acquisition of Shares pursuant to the Share Buyback Mandate are insignificant and are ignored for the purpose of computing the financial effects.
For illustrative purposes only, based on the issued and paid-up ordinary share capital of the Company as at the Latest Practicable Date and assuming no further Shares are issued on or prior to the EGM, the purchase by the Company of up to the maximum limit of ten per cent. (10%) of its issued Shares will result in the purchase or acquisition of 35,100,000 Shares. In the case of Market Purchases by the Company and assuming that the Company purchases or acquires 35,100,000 Shares at the Maximum Price of S$0.120 for one Share (being the price equivalent to five per cent. (5%) above the average of the closing market prices of the Shares over the last five Market Days preceding the Latest Practicable Date on which transactions in the 13
Shares were recorded), the maximum amount of funds required for the purchase or acquisition of 35,100,000 Shares is S$4.21 million. This calculation is based on the assumption that 35 per cent. (35%) (equivalent to about $1.47 million) of the purchase consideration will be funded internally and the balance 65 per cent. (65%) (equivalent to about $2.74 million) will be funded through bank loans at an interest rate of four-point-five per cent. (4.5%) per annum. In the case of an Off-Market Purchase by the Company and assuming that the Company purchases or acquires 35,100,000 Shares at the Maximum Price of S$0.126 for one Share (being the price equivalent to 20 per cent. (20%) above the highest price transacted for a Share as recorded on the Market Day immediately preceding the Latest Practicable Date, on which there were trades in the Shares), the maximum amount of funds required for the purchase or acquisition of 35,100,000 Shares is S$4.42 million. This calculation is based on the assumption that 35 per cent. (35%) (equivalent to about $1.55 million) of the purchase consideration will be funded internally and the balance 65 per cent. (65%) (equivalent to about $2.87 million) will be funded through bank loans at an interest rate of four-point-five per cent. (4.5%) per annum. Assuming the above, the financial effects of the: (a)
acquisition of Shares by the Company pursuant to the Share Buyback Mandate by way of purchases made entirely out of capital and held as treasury shares;
(b)
acquisition of Shares by the Company pursuant to the Share Buyback Mandate by way of purchases made entirely out of profits and cancelled; and
(c)
acquisition of Shares by the Company pursuant to the Share Buyback Mandate by way of purchases made entirely out of capital and cancelled,
on the audited financial statements of the Group and the Company for FY2007 are as follows: 8.1
Purchases made entirely out of capital and held as treasury shares Group
(S$’000)
Before Share Buyback
Company
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Before Share Buyback
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
At 31 December 2007 Share capital
66,570
62,358
62,147
66,570
62,358
62,147
Shareholders’ funds
93,372
89,160
88,949
82,155
77,943
77,732
NTA
85,407
81,195
80,984
82,155
77,943
77,732
Current Assets
149,399
147,802
147,722
23,152
21,555
21,475
Current Liabilities
107,047
109,785
109,922
7,422
10,160
10,297
Working Capital
42,352
38,017
37,800
15,730
11,395
11,178
Total Borrowings
34,652
37,390
37,527
10,253
12,991
13,128
Cash and cash equivalents
14,082
12,485
12,405
2,959
1,362
1,282
14
Group
(S$’000) Profit after tax and minority interest No. of Shares (’000)
Before Share Buyback
Company
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Before Share Buyback
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
11,800
11,677
11,671
11,172
11,049
11,043
351,000
351,000
351,000
351,000
351,000
351,000
Financial Ratios NTA per Share (cents)(1)
24.3
Basic EPS (cents)(2) Net gearing (times)(3)
3.9 0.2
Return on equity (%)4)
12.6
23.1
23.1
3.8 0.3
3.8 0.3
13.1
13.1
23.4
22.2
22.1
3.7 0.1
3.6 0.1
3.6 0.2
13.6
14.2
14.2
Notes:
8.2
(1)
NTA per Share equals to NTA divided by the number of Shares outstanding as at 31 December 2007.
(2)
Basic EPS equals to profit attributable to Shareholders divided by the weighted average number of Shares outstanding during the year ended 31 December 2007 of 305,162,000 Shares and 305,065,000 Shares before and after the Share buyback, respectively.
(3)
Net gearing equals to total borrowings net of cash and cash equivalents divided by shareholders’ funds.
(4)
Return on equity equals profit after tax and minority interest divided by shareholders’ funds.
Purchases made entirely out of profits and cancelled Group
(S$’000)
Before Share Buyback
Company
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Before Share Buyback
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
At 31 December 2007 Share capital
66,570
66,570
66,570
66,570
66,570
66,570
Shareholders’ funds
93,372
89,160
88,949
82,155
77,943
77,732
NTA
85,407
81,195
80,984
82,155
77,943
77,732
Current Assets
149,399
147,802
147,722
23,152
21,555
21,475
Current Liabilities
107,047
109,785
109,922
7,422
10,160
10,297
42,352
38,017
37,800
15,730
11,395
11,178
Working Capital
15
Group
(S$’000)
Before Share Buyback
Company
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Before Share Buyback
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Total Borrowings
34,652
37,390
37,527
10,253
12,991
13,128
Cash and cash equivalents
14,082
12,485
12,405
2,959
1,362
1,282
Profit after tax and minority interest
11,800
11,677
11,671
11,172
11,049
11,043
351,000
315,900
315,900
351,000
315,900
315,900
24.3
25.7
25.6
23.4
24.7
24.6
Basic EPS (cents)(2) Net gearing (times)(3)
3.9 0.2
3.8 0.3
3.8 0.3
3.7 0.1
3.6 0.1
3.6 0.2
Return on equity (%)4)
12.6
13.1
13.1
13.6
14.2
14.2
No. of Shares (’000) Financial Ratios NTA per Share (cents)(1)
Notes:
8.3
(1)
NTA per Share equals to NTA divided by the number of Shares outstanding as at 31 December 2007.
(2)
Basic EPS equals to profit attributable to Shareholders divided by the weighted average number of Shares outstanding during the year ended 31 December 2007 of 305,162,000 Shares and 305,065,000 Shares before and after the Share buyback, respectively.
(3)
Net gearing equals to total borrowings net of cash and cash equivalents divided by shareholders’ funds.
(4)
Return on equity equals profit after tax and minority interest divided by shareholders’ funds.
Purchases made entirely out of capital and cancelled Group
(S$’000)
Before Share Buyback
Company
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Before Share Buyback
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
At 31 December 2007 Share capital
66,570
62,358
62,147
66,570
62,358
62,147
Shareholders’ funds
93,372
89,160
88,949
82,155
77,943
77,732
NTA
85,407
81,195
80,984
82,155
77,943
77,732
16
Group
Company
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
(S$’000)
Before Share Buyback
Current Assets
149,399
147,802
147,722
23,152
21,555
21,475
Current Liabilities
107,047
109,785
109,922
7,422
10,160
10,297
Working Capital
42,352
38,017
37,800
15,730
11,395
11,178
Total Borrowings
34,652
37,390
37,527
10,253
12,991
13,128
Cash and cash equivalents
14,082
12,485
12,405
2,959
1,362
1,282
Profit after tax and minority interest
11,800
11,677
11,671
11,172
11,049
11,043
351,000
315,900
315,900
351,000
315,900
315,900
24.3
25.7
25.6
23.4
24.7
24.6
3.9 0.2
3.8 0.3
3.8 0.3
3.7 0.1
3.6 0.1
3.6 0.2
12.6
13.1
13.1
13.6
14.2
14.2
No. of Shares (’000)
Before Share Buyback
After After Share Share buyback buyback assuming assuming Market Off-Market Purchase Purchase
Financial Ratios NTA per Share (cents)(1) Basic EPS (cents)(2) Net gearing (times)(3) Return on equity (%)(4) Notes: (1)
NTA per Share equals to NTA divided by the number of Shares outstanding as at 31 December 2007.
(2)
Basic EPS equals to profit attributable to Shareholders divided by the weighted average number of Shares outstanding during the year ended 31 December 2007 of 305,162,000 Shares and 305,065,000 Shares before and after the Share buyback, respectively.
(3)
Net gearing equals to total borrowings net of cash and cash equivalents divided by shareholders’ funds.
(4)
Return on equity equals profit after tax and minority interest divided by shareholders’ funds.
Shareholders should note that the financial effects set out above are for illustrative purposes only. In particular, it is important to note that the above analysis is based on the latest audited accounts of the Company as at 31 December 2007 and is not necessarily representative of the future financial performance of the Company. Although the Share Buyback Mandate would authorise the Company to purchase or acquire up to ten per cent. (10%) of the issued Shares, the Company may not necessarily purchase or acquire the entire ten per cent. (10%) of the issued Shares. In addition, the Company may cancel all or part of the Shares repurchased or hold all or part of the Shares repurchased as treasury shares.
17
9.
REPORTING REQUIREMENTS UNDER THE ACT Within 30 days of the passing of a Shareholders’ resolution to approve the purchases of Shares by the Company, the Company shall lodge a copy of such resolution with the Accounting and Corporate Regulatory Authority. The Company shall notify the Accounting and Corporate Regulatory Authority within 30 days of a purchase of Shares on SGX-ST or otherwise. Such notification shall include details of the purchases, including the date of the purchase, the number of Shares purchased by the Company, the number of Shares cancelled, the number of Shares held as treasury shares, the Company’s total issued share capital before and after the purchase of Shares, the amount of consideration paid by the Company for the purchases, and whether the Shares are purchased out of the profits or the capital of the Company.
10.
LISTING RULES
10.1 The Listing Rules provide that a listed company shall report all purchases or acquisitions of its Shares to SGX-ST not later than 9.00 a.m.: (i)
in the case of a Market Purchase, on the market day following the day of purchase or acquisition of any of its Shares; and
(ii)
in the case of an Off-Market Purchase under an equal access scheme, on the second Market Day after the close of acceptances of the offer.
Such announcement must include details of the total number of Shares purchased and the purchase price per Share or the highest and lowest prices paid for such Shares, as applicable. 10.2 While the Listing Rules do not expressly prohibit any buyback of shares by a listed company of its own shares during any particular time or times, because a listed company would be regarded as an “insider” in relation to any proposed purchase of its issued shares, the Company will not undertake any buyback of Shares pursuant to the proposed Share Buyback Mandate at any time after any matter or development of a price sensitive nature has occurred or has been the subject of a decision until such price sensitive information has been publicly announced. In particular, in line with the best practices guide on securities dealings issued by SGX-ST, the Company will not purchase or acquire any shares pursuant to the proposed Mandate during the period commencing: (i)
two weeks immediately preceding the announcement of the Company’s financial statements for each of the first three quarters of its financial year; and
(ii)
one month immediately preceding the announcement of the Company’s financial statements of its full-year results,
and ending on the date of the announcement of the relevant results. 10.3 The Listing Rules also require a listed company to ensure that at least ten per cent. (10%) of its Shares is at all times held by the public. The “public”, as defined under the Listing Manual, are persons other than the Directors, substantial shareholders, chief executive officers or controlling shareholders of a company and its subsidiaries, as well as associates of such persons. As at the Latest Practicable Date, 154,638,500 Shares representing 44.06% of the issued share capital of the Company are held in the hands of the public by an aggregate of 4,164 Shareholders. In the event that the Company purchases the maximum of ten per cent. (10%) of its issued ordinary share capital from such public Shareholders, the resultant percentage of the issued Shares held by the public Shareholders would be reduced to approximately 37.84%. Accordingly, the Company is of the view that there is, at present, a sufficient number of Shares in public hands that would permit the Company to potentially undertake purchases and acquisitions of the Shares up to the full ten per cent. (10%) limit pursuant to the proposed Share Buyback Mandate without affecting adversely the listing status of the Shares on SGX-ST.
18
11.
TAX IMPLICATIONS Shareholders who are in doubt as to their respective tax positions or any tax implications, or who may be subject to tax in a jurisdiction outside Singapore, should consult their own professional advisers.
12.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS The interests of Directors and Substantial Shareholders of our Company as at the Latest Practicable Date, as recorded in the Company’s Register of Directors’ Shareholdings and the Register of Substantial Shareholders respectively, were as follows: Directors’ Interests. The interests of the Directors in the Shares as at the Latest Practicable Date are set out below: No. of Shares Direct Interest
% of total Shares
Deemed interest
% of total Shares
Kris Taenar Wiluan(1)
–
–
192,375,000
54.81
Eng Chiaw Koon
–
–
–
–
Goh Hoi Lai
–
–
–
–
Clement Budi Irawady Kong
–
–
–
–
Soh Kim Whye
–
–
–
–
Gui Kim Young @ Gui Kim Gan
–
–
–
–
Fong Cheng Kee
–
–
–
–
Wong Kwan Seng, Robert
–
–
–
–
Director
Note: (1)
Mr. Kris Taenar Wiluan, the Chairman and Chief Executive Officer of the Company, is deemed interested in 100 per cent. (100%) of the shares of Pacific One, which in turn, holds more than 20 per cent. (20%) of votes attached to the voting shares of KS Energy and pursuant to section 7(4A) of the Act, is deemed interested in the Shares held through KS Energy.
Save as disclosed above, none of the Directors has any direct interest in the share capital of the Company or any of its subsidiaries. Substantial Shareholders’ Interests. The interests of the substantial Shareholders in the Shares as at the Latest Practicable Date are set out below: No. of Shares Direct Interest
% of total Shares
Deemed interest
% of total Shares
192,375,000
54.81
–
–
Pacific One(1)
–
–
192,375,000
54.81
Kris Taenar Wiluan(2)
–
–
192,375,000
54.81
Richard James Wiluan(2)
–
–
192,375,000
54.81
Rija Holdings Limited(2)
–
–
192,375,000
54.81
Substantial Shareholder KS Energy Services Limited
19
Notes:
13.
(1)
Pacific One holds more than 20 per cent. (20%) of votes attached to the voting shares of KS Energy and pursuant to section 7(4A) of the Act, is deemed interested in the Shares held by KS Energy.
(2)
Rija Holdings Limited is directly interested in, and Mr. Kris Taenar Wiluan, the Chairman and Chief Executive Officer of the Company and Mr. Richard James Wiluan are, through Rija Holdings Limited, deemed interested in, 100 per cent. (100%) of the shares of Pacific One, which in turn, holds more than 20 per cent. (20%) of votes attached to the voting shares of KS Energy and pursuant to section 7(4A) of the Act, is deemed interested in the Shares held through KS Energy.
SHARES PURCHASED BY THE COMPANY The Company has not made any Share buyback in the 12 months preceding the date of this Circular.
14.
EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 32 and 33 of this Circular, will be held on 23 December 2008, at 10.30 a.m. at 19 Jurong Port Road Singapore 619093, for the purpose of considering, and if thought fit, passing with or without any modifications, the special resolution and the ordinary resolution set out in the Notice of EGM.
15.
ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and who wish to appoint a proxy to attend and vote at the EGM on their behalf should complete, sign and return the proxy form attached to the Notice of EGM in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Company’s registered office at 19 Jurong Port Road Singapore 619093 not less than 48 hours before the time fixed for the EGM. The appointment of a proxy by a Shareholder does not preclude him from attending and voting in person at the EGM if he wishes to do so. A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak and vote thereat unless he is shown to have Shares entered against his name in the Depository Register, as certified by CDP, as at 48 hours before the EGM.
16.
DIRECTORS’ RECOMMENDATION The Directors are of the opinion that the proposed alterations to the Memorandum and Articles and the proposed Share Buyback Mandate are in the best interests of the Shareholders and the Company, and accordingly recommend Shareholders to vote in favour of the special resolution and the ordinary resolution relating thereto to be proposed at the EGM as set out in the Notice of EGM.
17.
DIRECTORS’ RESPONSIBILITY STATEMENT The Directors (including those who may have delegated detailed supervision of this Circular) have individually and collectively reviewed and approved the issue of this Circular, and accept full responsibility for the accuracy of the information contained in this Circular. The Directors also confirm that, having made all reasonable enquiries and to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are fair and accurate in all material aspects as at the date of this Circular and that there are no other material facts the omission of which would make any statement in this Circular misleading. Where information has been extracted from published or otherwise publicly available sources, the Directors have ensured that such information has been accurately and correctly extracted from these sources.
20
18.
DOCUMENTS FOR INSPECTION The following documents are available for inspection at the registered office of the Company during normal business hours from the date of this Circular up to and including the date of the EGM: (i)
the Memorandum and the Articles; and
(ii)
the Annual Report of the Company for FY2007.
Yours faithfully For and on behalf of the Board of Directors of Aqua-Terra Supply Co. Limited
Eng Chiaw Koon Managing Director
21
APPENDIX A
THE PROPOSED ALTERATIONS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION The proposed alterations to the Memorandum and Articles are set out below. For ease of reference, the amendments are marked up against the text of the Memorandum and Articles to be altered. (A)
MEMORANDUM
Proposed alteration to Clause 5 5.
The share capital of the Company is S$100,000 divided into 100,000 shares of S$1 each. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
5.
The Company shall have power to increase or reduce its share capital, to consolidate or sub-divide the shares forming the capital (original, increased or reduced) of the Company, or to divide the shares forming the capital (original, increased or reduced) of the Company into several classes, to attach to shares forming the capital (original, increased or reduced) of the Company respectively preferential, deferred or special rights, privileges or conditions as may be determined by or in accordance with the articles for the time being of the Company, to issue additional shares with any such rights, privileges or conditions as aforesaid, to purchase or otherwise acquire shares in the issued share capital of the Company, or to hold Treasury Shares or to cancel shares of the Company, in accordance with the regulations for the time being of the Company.
(B)
ARTICLES
Proposed alteration to Article 2 2(1).
In these Articles, unless the subject or context otherwise requires, the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof:-
WORDS
MEANINGS
Act
The Companies Act, Cap. 50, or any statutory modification or re-enactment thereof for the time being in force.
Articles
These articles of association as originally framed or as altered from time to time by Special Resolution.
Company
The abovenamed Company by whatever name from time to time called.
Cut-Off Time
Forty-eight hours before the time of the relevant General Meeting.
Directors
The directors for the time being of the Company.
Dividend
Includes bonus.
Electronic Communication
Shall have the meaning ascribed to it in the Act.
22
Exchange
The Singapore Exchange Securities Trading Limited and any other share, stock or securities exchange upon which the shares of the Company may be listed.
Office
The registered office for the time being of the Company.
Ordinary Resolution
A resolution passed by a simple majority of the Members present and voting.
Market Day
A day on which the Exchange is open for trading in securities.
Member
A Member of the Company.
Register
The Register of Members to be kept pursuant to Section 190 of the Act.
Seal
The common seal of the Company.
Secretary
Any person appointed to perform the duties of Secretary of the Company and includes any person appointed to perform the duties of Secretary temporarily.
Singapore Dollar(s)
The lawful currency of the Republic of Singapore.
Special Resolution
A resolution having the meaning assigned thereto by Section 184 of the Act.
Statutes
The Act and every other statute for the time being in force concerning companies and affecting the Company.
Treasury Share
Shall have the meaning ascribed to it in the Act.
2(2).
The words “Depositor”, “Depository”, “Depository Agent” and “Depository Register” shall have the meanings respectively as used in these Articles ascribed to them in the Act.
2(3).
References in these Articles to “holders” of shares or any class of shares shall:(a)
exclude the Depository or its nominees (as the case may be) except where otherwise expressly provided for in these Articles or where the terms “registered holder” or “registered holders” are used in these Articles; and
(b)
where the subject and context so require, be deemed to include references to Depositors whose names are entered in the Depository Register in respect of such shares; and
(c)
exclude the Company in relation to shares held by it as Treasury Shares, except where otherwise expressly provided for in these Articles,
and the words “holding” and “held” shall be construed accordingly. References in these Articles to “member(s)” or “holder(s)” of shares or a class of shares shall, except where otherwise expressly provided for in the Articles, exclude the Company where it is a member by reason of it holding its shares as Treasury Shares. 2(4).
Writing shall include printing and lithography and any other mode or modes of representing or reproducing words in a visible form.
2(5).
Words importing the singular number only shall include the plural number, and vice versa.
2(6).
Words importing the masculine gender only shall include the feminine gender.
23
2(7).
Words importing persons shall include corporations.
2(8).
Subject as aforesaid, any words or expressions used in the Act shall, except where inconsistent with the subject or context, bear the same meaning in these Articles.
Proposed alteration to Article 5 5.
Subject to the Statutes, no shares may be issued without the prior approval of the Company in General Meeting but subject thereto and to these Articles relating to new shares and to any special right attached to any share for the time being issued, the Directors may allot (with or without conferring any right of renunciation), grant options over or otherwise dispose of the same to such persons on such terms and conditions (including such consideration) and at a premium or otherwise and at such time as the Directors determine Provided Always that:(a)
no shares may be issued at a discount except in accordance with the Statutes; and
(b)
the rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same.
Proposed new Article 5A 5A.
The Company shall not exercise any right in respect of or enjoy any entitlements or benefits attached to Treasury Shares other than as provided by the Act. Subject thereto, the Company may hold or deal with its Treasury Shares in the manner authorised by, or prescribed pursuant to, the Act.
Proposed alteration to Article 7 7.
Any share in the Company may be issued with such preferred, qualified, deferred or other special rights, privileges and conditions or such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine, and subject to the Statutes, the Company may issue preference shares which are or, at the option of the Company, are liable to be redeemed on such terms and in such manner as the Company before the issue thereof may by Ordinary Resolution determine Provided Always that the total number nominal value of issued preference shares shall not at any time exceed the limit as may be stipulated by the Exchange in the Listing Manual from time to time. total nominal value of the issued ordinary shares for the time being.
Proposed alteration to Article 12 12.
The Company may pay a commission to any person in consideration of his subscribing, or agreeing to subscribe, whether absolutely or conditionally, for any share in the capital of the Company but such commission shall not exceed ten per cent of the price at which the shares are issued or an amount equivalent thereof. Any such commission may be paid in whole or in part in cash or fully or partly paid shares of the Company at par as may be arranged, and the Company may, in addition to, or in lieu of, such commission, in consideration of any person so subscribing or agreeing to subscribe, or of his procuring or agreeing to procure subscriptions, whether absolute or conditional, for any share in the Company, confer on any such person an option call within a specified time for a specified number or amount of shares in the Company at a specified price as the Directors deem fitnot being less than par. The payment or agreement to pay a commission or the conferring of an option shall be in the discretion of the Directors on behalf of the Company. The requirements of the Statutes shall be observed, so far as applicable.
Proposed alteration to Article 18 18.
Every certificate of shares shall specify the distinctive numbers of the shares in respect of which it is issued, and the amount paid up and unpaid thereon. No share certificate shall be issued representing shares of more than one class.
24
Proposed alteration to Article 20(4) 20(4).
Subject to the provisions of the Statutes, if any share certificates shall be defaced, worn-out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity or undertaking (if required) being given by the purchaser, registered holder, transferee, person entitled or Member company of the Exchange or on its behalf on their client or clients as the Directors shall require and in the case of defacement or wearing out on delivery up of the old certificate and in any case on payment of such sum not exceeding two Singapore Dollars as the Directors may from time to time require (or such other amount as may be permitted under the Statutes). In the case of theft, destruction or loss the registered holder or the person entitled to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction or loss. Any duplicate certificate issued on or after 30th January 2006 in respect of a share certificate issued before that date shall state, in place of the historical nominal value of the shares, the amount paid on the shares and the amount (if any) unpaid on the shares.
Proposed alteration to Article 22 22.
The Company’s shall have a first and paramount lien on every share (not being a fully-paid share) and all dividends or interests from time to time declared in respect thereof for all moneys (whether presently payable or not) called or payable at a fixed time, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such monies are due and unpaid, and to such amounts as the Company may be called upon by law to pay in respect of the shares of the Member or deceased Member. in respect of that share and for all moneys which the Company may be called upon by law to pay in respect of the shares of the Member or the deceased Member. The Directors may however waive any lien which has arisen and may resolve that any share shall for any limited period be exempt wholly or partially from the provisions of this Article 22.
Proposed alteration to Article 26 26.
The Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares or on any class of shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, and each Member shall (subject to his having been given at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be made payable by installments. A call may be revoked or postponed as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
Proposed alteration to Article 29 29.
Any sum which by the terms of allotment of a share is made payable upon issue or at any fixed date whether on account of the nominal value of the share or by way of premium and any instalment of a call shall for all purposes of these Articles be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all the other relevant provisions of these Articles or the Statutes shall apply as if such sum were a call duly made and notified as hereby provided.
Proposed alteration to Article 52 52.
Subject to and in accordance with the provisions of the Act, the Company may purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares repurchased by the Company shall be, unless cancelled held as Treasury Shares in accordance with the Act, be deemed to be cancelled immediately upon purchase or acquisition.
Proposed alteration to Article 53 53.
The Company in General Meeting may by Ordinary Resolution convert any paid-up shares into stock and may from time to time reconvert such stock into paid-up shares of any denomination. 25
Proposed alteration to Article 54 54.
When any shares have been converted into stock the several holders of such stock may transfer their respective interests therein or any part of such interests the stock held by them in such manner as the Company in General Meeting shall direct, but in default of any direction then in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances will admit. But the Directors may if they think fit from time to time fix the minimum amount of stock number of stock units transferable Provided Always that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
Proposed alteration to Article 55 55.
The several holders of stock shall be entitled to participate in the dividends and profits of the Company according to the amount of their respective interests in such stock number of stock units held by them and such interests shall, in proportion to the amount thereof, confer on the holders thereof respectively the same rights, privileges and advantages for the purposes of voting at meetings of the Company and for other purposes as if they held the shares from which the stock arose, but so that none of such rights, privileges or advantages, except the participation in the dividends, profits and assets of the Company, shall be conferred by any such aliquot part of consolidated stock units as would not, if existing in shares, have conferred such rights, privileges or advantages.
Proposed alteration to Article 57 57.
The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued have been fully paid up or not, increase its capital by the creation and issue of new shares, such aggregate increase to be of such amount and to be divided into shares of such respective amounts as the Company by the resolution authorising such increase shall direct.
Proposed alteration to Article 60 60(1).
60(2).
The Company may by Ordinary Resolution:(a)
consolidate and divide all or any of its capital into shares of larger amount than its existing shares; or
(b)
cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled; or
(c)
by subdivision of its existing shares or any of them divide its capital or any part thereof into shares of smaller amount than is fixed by the Memorandum of Association. The resolution by which the subdivision is effected may determine that, as between the holders of the resulting shares, one or more of such shares may have any such preferred, deferred or other special rights or be subject to any restriction as the Company has power to attach to unissued or new shares; or
(c)
sub-divide its shares, or any of them, (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to new shares; or
(d)
subject to the Statutes, convert any class of shares into any other class of shares.
The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any requirement authorised and consent required by law.
26
Proposed alteration to Article 80 80.
At every General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands by the Members present in person and entitled to vote, unless before or upon the declaration of the result of the show of hands a poll be demanded by:(a)
the Chairman of the meeting; or
(b)
not less than two five Members present in person or by proxy and entitled to vote; or
(c)
a Member or Members present in person or by proxy having the right to vote at the meeting, holding or representing, as the case may be:(i)
not less than one-tenth of the total voting rights of all Members entitled to vote at the meeting; or
(ii)
shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding Treasury Shares).
Proposed alteration to Article 112 112.
The Directors may from time to time appoint one or more of their body to the office of Managing Director (or equivalent position) for such period (not exceeding five years) and on such terms as they think fit, and subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A Managing Director (or person holding an equivalent position) shall be subject to the control of the Directors and his appointment shall be automatically determined if he ceases from any cause to be a Director.
Proposed alteration to Article 113 113.
The Directors may vest in such Managing Director (or person holding an equivalent position) such of the powers exercisable under these Articles by them as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as they may think expedient and they may confer such powers either collaterally with, or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.
Proposed alteration to Article 114 114.
The Directors shall (subject to the provisions of any contract between the Managing Director (or person holding an equivalent position) and the Company) from time to time fix the remuneration of the Managing Director (or person holding an equivalent position) which may be by way of fixed salary, commission or participation in profits (but not turnover) of the Company or by any or all of these modes.
Proposed alteration to Article 120(2) 120(1)
The Directors may meet together at any place for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.
120(2)
The contemporaneous linking together by telephone of a number of the Directors not less than the quorum and the Secretary, wherever in the world they are, shall be deemed to constitute a meeting of the Directors so long as the following conditions are met: (a)
the Directors for the time being entitled to receive notice of any meeting of the Directors (including any alternate for any Director) shall be entitled to notice of any meeting by telephone or Electronic Communication, and to be linked by telephone for the purpose of such meeting. Notice of any such meeting may be given by telephone or Electronic Communication to all the Directors whether such Directors are within Singapore or otherwise; 27
(b)
each of the Directors taking part and the Secretary must be able to hear each of the other Directors taking part subject as hereinafter mentioned throughout the meeting;
(c)
at the commencement of the meeting each Director must acknowledge his presence to all the other Directors taking part;
(d)
unless he has previously obtained the consent of the Chairman of the meeting, a Director may not leave the meeting by disconnecting his telephone and shall be conclusively presumed to have been present and to have formed part of the quorum throughout the meeting. The meeting shall be deemed to have been validly conducted notwithstanding that a Director’s telephone is accidentally disconnected during the meeting, and the proceedings thereof shall be deemed to be as valid as if the telephone had not been disconnected; and
(e)
a minute of the proceedings shall be sufficient evidence thereof, conclusive evidence of any resolution of any meeting conducted in the manner as aforesaid and of the observance of all necessary formalities if certified by the Chairman and the Secretary.
Proposed alteration to Article 126 126.
The Directors may delegate any of their powers to committees, consisting of such Membermember or Membersmembers of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
Proposed alteration to Article 127 127.
A committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Membersmembers present may choose one of their number to be Chairman of the meeting.
Proposed alteration to Article 128 128.
A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the Membersmembers present, and in case of an equality of votes the Chairman shall have a second or casting vote.
Proposed alteration to Article 130 130.
A resolution in writing signed by a majority of the Directors for the time being shall be valid and effectual as a resolution duly passed at a meeting of Directors duly convened and held, notwithstanding that such signing may take place at different times or places. Any such resolution may consist of several documents in like form, each signed by one or more Directors. The expressions “in writing” and “signed” include approval by telefax, telex, cable or telegram, digital or electronic signature or such other mode of approval or indication of approval as may be permitted by law by any such Director.
Proposed alteration to Article 135 135.
The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles and the Statutes and subject to the provisions of these Articles as to the reserve fund shall be divisible among the Members in proportion to the amount of capital paid up on the the number of shares held by them respectively and where the shares are partly paid, shall be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares.
Proposed alteration to Article 136 136.
The Company in General Meeting may by Ordinary Resolution declare a dividend on or in respect of any share to the Members according to their rights and interest in the profits and may fix the time for payment. No dividend may be paid, unless otherwise provided in the Statutes,
28
to the Company in respect of Treasury Shares. No larger dividend shall be declared than is recommended by the Directors but the Company in General Meeting may declare a smaller dividend. Proposed alteration to Article 147 147.
The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed for a period of six years from the date of declaration of such dividend may be forfeited, and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. If the Depository returns any such dividend or moneys to the Company, the relevant Depositor entitled thereto shall not have any right or claim in respect of such dividend or moneys against the Company if a period of six years has elapsed from the date of the declaration of such dividend or the date on which such other moneys are first payable. The Depository will hold all dividend unclaimed for six years after having been declared and paid before release to the Directors, and the Directors may invest or otherwise make use of the unclaimed dividends for the benefit of the Company until claimed.
Proposed alteration to Article 148 148(1)
The Company in General Meeting may, upon the recommendation of the Directors, resolve that it is desirable to: (a)
issue bonus shares for which no consideration is payable to the Company to the persons registered as holders of shares in the Register or (as the case may be) the Depository Register at the close of business on the date of the Ordinary Resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of shares; and
(b)
capitalise any sum standing to the credit of any of the Company’s reserve accounts or other undistributable reserve or any sum standing to the credit of the Company’s profit and loss account by appropriating such sum to the persons registered as holders of shares in the Register or (as the case may be) in the Depository Register at the close of business on the date of the Ordinary Resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of shares and applying such sum on their behalf in paying up in full new shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, new shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid.
148(2)
The Directors may do all acts and things considered necessary or expedient to give effect to any such bonus issue or capitalisation under Article 148(1), with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for any such bonus issue or capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.
148(3)
In addition and without prejudice to the powers provided for by Article 148(1) and 148(2), the Directors shall have power to issue shares for which no consideration is payable and to capitalise any undivided profits or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including profits or other moneys carried and standing to any reserve or reserves) and to apply such profits or other moneys in paying up in full, in each case on terms that such shares shall,
29
upon issue, be held by or for the benefit of participants of any share incentive or option scheme or plan implemented by the Company and approved by shareholders in General Meeting and on such terms as the Directors shall think fit. capitalise any part of the amount for the time being standing to the credit of the Company’s reserve funds or to the credit of the profit and loss account or otherwise available for distribution; and accordingly that such sum be set free for distribution amongst the holders of shares in the Register or in the Depository Register, as the case may be, who would have been entitled thereto if distributed by way of dividends and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up on full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such holders or in their nominees in the proportion aforesaid or partly in the one way and partly in the other and the Directors shall give effect to such resolution Provided Always that a capital redemption reserve fund may, for the purpose of this Article, only be applied in the paying up of unissued shares to be issued to such holders as fully paid bonus shares unless otherwise permitted by the provisions of the Act. 148(2).
Whenever such resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the amounts resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision for the satisfaction of the right of the holders of such shares in the Register or in the Depository Register, as the case may be, under such resolution to a fractional part of a share by the issue of fractional certificates or by payment in cash or otherwise as they think fit and also to authorise any persons to enter on behalf of such holders entitled thereto or their nominees into an agreement with the Company providing for the allotment to them respectively credited as fully paid up of any further shares to which they may be entitled upon such capitalisation; and any agreement made under such authority shall be effective and binding on all such holders and their nominees.
Proposed alteration to Articles 152 and 153 152.
The Directors shall at some date not later than eighteen months after the date of the incorporation of the Company and subsequently once at least in every calendar year at intervals of not more than fifteen months lay before the Company at its Annual General Meeting a profit and loss account and a balance sheet for the period since the preceding Annual General Meeting (or in the case of the first account and balance sheet, since the date of incorporation of the Company) made up to a date not more than six months before the date of the Meeting, provided that for so long as the Company is listed on the Exchange, the profit and loss account and the balance sheet shall be made up to a date not more than four months before the date of the Meeting (or such other period as may be approved by the Exchange from time to time).
153.
The interval between the close of the Company’s financial year and the date of the Company’s Annual General Meeting shall not exceed four months (or, for so long as the Company is listed on the Exchange, such other period as may be approved by the Exchange from time to time).
Proposed alteration to Article 159 159(1). A notice or other document may be served by the Company upon a Member, either personally, or by sending it through the post in a prepaid letter or by telex or facsimile transmission addressed to such Member at his address as appearing in the Register or in the Depository Register, as the case may be. 159(2). Notwithstanding the aforesaid provisions, where the Directors have determined that any notice or other document shall not be served to a Member in any country or jurisdiction outside the Republic of Singapore, any Member who is described in the Register or in the Depository Register, as the case may be, by an address not within the Republic of Singapore shall be deemed to be duly served with such notice or document when such notice or document is duly posted up in the Office.
30
159(3)
Without prejudice to the foregoing, any notice or document (including, without limitation, any accounts, balance sheet or report) which is required or permitted to be given, sent or served under the Statutes or under these Articles by the Company, or by the Directors, to a member or an officer or Auditor of the Company may be given, sent or served using Electronic Communication to that person in accordance with the provisions of, or as otherwise provided by the Statutes and/or any other applicable regulations or procedures.
Proposed alteration to Article 165 165.
Any notice or other document, if served or sent by post, shall be deemed to have been served at the time the same is left at the address of the Member in the Register or in the Depository Register, as the case may be, if served personally and at the time when the letter containing the same is put into the post if sent by post, (and in proving such service or sending it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office) and at the same time the same would have reached the Member in the normal course if sent by Electronic Communication.
31
AQUA-TERRA SUPPLY CO. LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 200100108D)
NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “EGM”) of the shareholders of Aqua-Terra Supply Co. Limited (the “Company”) will be held on 23 December 2008 at 10.30 a.m., at 19 Jurong Port Road Singapore 619093, for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions, of which Resolution 1 will be proposed as a special resolution and Resolution 2 will be proposed as an ordinary resolution: RESOLUTION 1: SPECIAL RESOLUTION THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY That the Memorandum and Articles of Association of the Company be and are hereby amended in the manner and to the extent as set out in Appendix A of the Circular to the Shareholders dated 28 November 2008. RESOLUTION 2: ORDINARY RESOLUTION PROPOSED SHARE BUYBACK MANDATE That: (a)
for the purposes of the Companies Act (Cap. 50), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the Shares not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of: (i)
on-market purchases (“Market Purchase”), transacted on SGX-ST through SGX-ST’s Central Limit Order Book (CLOB) trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(ii)
off-market purchases (“Off-Market Purchase”) (if effected otherwise than on SGX-ST) in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Listing Rules;
(the “Share Buyback Mandate”) (b)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of: (i)
the date on which the next annual general meeting of the Company (“AGM”) is held or required by law or the Articles to be held;
(ii)
the date on which the share buybacks are carried out to the full extent mandated; or
(iii)
the date on which the authority contained in the Share Buyback Mandate is varied or revoked;
(the “Relevant Period”) 32
(c)
in this Resolution: “Prescribed Limit” means ten per cent. (10%) of the issued ordinary share capital of the Company as at the date of passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered (excluding any treasury shares that may be held by the Company from time to time); “Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding: (i)
in the case of a Market Purchase: 105 per cent. (105%) of the Average Closing Price;
(ii)
in the case of an Off-Market Purchase: 120 per cent. (120%) of the Highest Last Dealt Price, where: “Average Closing Price” means the average of the closing market prices of a Share over the last five market days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; “Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the market day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and “day of the making of the offer” means the day on which the Company announces its intention to make an offer for the purchase of Shares from shareholders of the Company stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and
(d)
the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.
Notes: 1.
A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint not more than two proxies to attend and vote in his stead.
2.
Where a member appoints more than one proxy, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy and if no percentage is specified, the first named proxy shall be treated as representing 100 per cent. (100%) of the shareholding and the second named proxy shall be deemed to be an alternate to the first named.
3.
A proxy need not be a Shareholder of the Company.
4.
A Shareholder which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.
5.
The instrument appointing a proxy must be deposited at the registered office of the Company at 19 Jurong Port Road Singapore 619093, at least 48 hours before the time set for the EGM or any postponement or adjournment thereof.
6.
A Depositor’s name must appear on the Depository Registry maintained by CDP as at 48 hours before the time fixed for holding the EGM in order to be entitled to attend and vote at the EGM.
33
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AQUA-TERRA SUPPLY CO. LIMITED
IMPORTANT: 1. For investors who have used their CPF monies to buy AquaTerra Supply Co. Limited’s shares, this circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
(Incorporated in the Republic of Singapore) (Co. Reg. No.: 200100108D)
PROXY FORM (Please see notes overleaf before completing this form)
*I/We, of being a member/members of Aqua-Terra Supply Co. Limited (the “Company”), hereby appoint: Name
NRIC/Passport No.
Proportion of Shareholdings No. of Shares
%
Address
and/or (delete as appropriate) Name
NRIC/Passport No.
Proportion of Shareholdings No. of Shares
%
Address
or failing whom, the Chairman of the Extraordinary General Meeting as *my/our proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll at the Extraordinary General Meeting of the Company to be convened on 23 December 2008 at 10.30 a.m. at 19 Jurong Port Road Singapore 619093 and at any adjournment thereof. *I/We direct *my/our proxy/ proxies to vote for or against the Special Resolution and the Ordinary Resolution to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/her/their discretion, as *he/she/they will on any other matter arising at the Extraordinary General Meeting. To be used on a show of hands For**
To be used in the event of a poll
Against**
No. of Votes For***
No. of Votes Against***
Special Resolution Proposed Alterations to the Memorandum and Articles Ordinary Resolution Proposed Share Buyback Mandate Notes: * ** ***
Please delete accordingly. Please indicate your vote “For” or “Against” with an “X” within the box provided. If you wish to exercise all your votes “For” or “Against”, please indicate with an “X” within the box provided. Alternatively, please indicate the number of votes as appropriate.
Dated this
day of
2008. Total Number of Shares held CDP Register Register of Members
Signature(s) of Member(s) / and, Common Seal of Corporate Shareholder IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM
Notes: 1.
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.
2.
Where a member appoints more than one proxy, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy and if no percentage is specified, the first named proxy shall be treated as representing 100 per cent. (100%) of the shareholding and the second named proxy shall be deemed to be an alternate to the first named.
3.
A proxy need not be a member of the Company.
4.
Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members of the Company, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by you.
5.
The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 19 Jurong Port Road Singapore 619093 not less than 48 hours before the time set for the Extraordinary General Meeting.
6.
The instrument appointing a proxy or proxies must be under the hand of the appointor or by his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
7.
Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
8.
A corporation which is a shareholder of the Company may, in accordance with section 179 of the Companies Act, Cap. 50 of Singapore, authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Extraordinary General Meeting.
9.
The Company shall be entitled to reject the instrument appointing a proxy or proxies, if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies if a shareholder of the Company, being the appointor, is not shown to have Shares entered against his/her name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by The Central Depository (Pte) Limited to the Company.
