2.4
Authority and Limits on the Share Purchase Mandate
The authority and limits placed on share purchases or acquisitions of Shares by the Company under
the proposed Share Purchase Mandate are summarised below:
2.4.1 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 which may be purchased or acquired pursuant to the Share
Purchase Mandate is limited to that number of Shares representing not more than three per
cent. (3%) of the total number of issued Shares (excluding treasury shares) (ascertained as
at the date of the AGM), unless the Company has, at any time during the Relevant Period,
reduced its share capital in accordance with the applicable provisions of the Companies Act,
in which event the total number of issued Shares (excluding treasury shares) shall be taken
to be the total number of issued Shares (excluding treasury shares) as altered. Any Shares
which are held as treasury shares will be disregarded for purposes of computing the three
per cent. (3%) limit.
For illustrative purposes only
, on the basis of 1,274,185,662 Shares in issue (excluding
treasury shares) assuming that (a) no further Shares are issued on or prior to the AGM,
and (b) the Company does not reduce its share capital, not more than 38,225,569 Shares
(representing three per cent. (3%)) of the total number of issued Shares (excluding treasury
shares) as at that date may be purchased by the Company pursuant to the proposed Share
Purchase Mandate during the duration referred to in paragraph 2.4.2 below.
Rationale for limit
Although Section 76B of the Companies Act permits the Company to purchase or acquire
up to 20% of its Shares, the Directors, after taking into consideration take-over implications
arising from any purchase or acquisition by the Company of its Shares, would be seeking
the renewal of the Share Purchase Mandate to authorise the Directors, from time to time,
to purchase Shares either through market purchases or off-market purchases on an equal
access scheme as defined in Section 76C of Companies Act of up to a maximum of three per
cent. (3%) of the Shares as at the date of the AGM at which the Share Purchase Mandate
is renewed, at such price up to but not exceeding the Maximum Price (as defined below).
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APPENDIX
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
