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HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
APPENDIX
Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the
Directors will not be required to make a take-over offer under Rule 14 if, as a result of the
Company purchasing or acquiring its Shares:
(i)
the voting rights of such Shareholder would increase to thirty per cent. (30%) or more;
or
(ii)
if such Shareholder holds between thirty per cent. (30%) and fifty per cent. (50%) of
the Company’s voting rights, the voting rights of such Shareholder would increase
by more than one per cent. (1%) in any period of six (6) months.
Such Shareholder need not abstain from voting in respect of the resolution authorising the
Share Purchase Mandate.
2.10.4
Based on the shareholdings of the Directors in the Company as at the Latest Practicable
Date, none of the Directors will become obligated to make a mandatory offer by reason only
of the buy back of 3% Shares by the Company pursuant to the Share Purchase Mandate.
The Directors are not aware of any Shareholder or group of Shareholders acting in concert
who may become obligated to make a mandatory offer in the event that the Directors exercise
he power to repurchase Shares pursuant to the Share Purchase Mandate.
Shareholders who are in doubt as to their obligations, if any, to make a mandatory
takeover offer under the Take-over Code as a result of any purchase or acquisition
of Shares by the Company should consult the SIC and/or their professional advisers
at the earliest opportunity.
2.11 Taxation
Shareholders who are in doubt as to their respective tax positions or any such tax
implications or who may be subject to tax in a jurisdiction other than Singapore should
consult their own professional advisors.
2.12 Listing Rules
While the Listing Rules do not expressly prohibit purchase of shares by a listed company during
any particular time or times, the listed company would be considered an “insider” in relation to
any proposed purchase or acquisition of its issued shares. In this regard, the Company will not
purchase any Shares pursuant to the Share Purchase Mandate after a price-sensitive development
has occurred or has been the subject of a consideration and/or a decision of the Board until such
time the price-sensitive information has been publicly announced. In particular, pursuant to Listing
Rule 1207(19)(c), the Company will not purchase or acquire any Shares through Market Purchases
during the period of:
