The Directors may impose such terms and conditions which are not inconsistent with the
Share Purchase Mandate, the Listing Rules and the Companies Act, as they consider fit in
the interests of the Company in connection with or in relation to any equal access scheme
or schemes. An Off-Market Purchase must, however, satisfy all of the following conditions:
(i)
offers for the purchase or acquisition of Shares shall be made to every person who
holds Shares to purchase or acquire the same percentage of their Shares;
(ii)
all of the abovementioned persons shall be given a reasonable opportunity to accept
the offers made; and
(iii)
the terms of all the offers shall be the same, except that there shall be disregarded
(1) differences in consideration attributable to the fact that offers may relate to
Shares with different accrued dividend entitlements, (2) differences in consideration
attributable to the fact that offers relate to Shares with different amounts remaining
unpaid (if applicable) and (3) differences in the offers introduced solely to ensure that
each person is left with a whole number of Shares.
Pursuant to the Listing Rule 885, if the Company wishes to make an Off-Market Purchase in
accordance with an equal access scheme, it will issue an offer document to all Shareholders
containing at least the following information:
(a)
the terms and conditions of the offer;
(b)
the period and procedures for acceptances;
(c)
the reasons for the proposed Share buy-back;
(d)
the consequences, if any, of the Share purchases by the Company that will arise
under the Singapore Code on Take-overs and Mergers (“
Take-over Code
”) or other
applicable take-over rules;
(e)
whether the Share buy-back, if made, could affect the listing of the Company’s equity
securities on the SGX-ST;
(f)
details of any Share buy-back 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 of Shares, where
relevant, and the total consideration paid for the purchases; and
(g)
whether the Share purchased by the Company will be cancelled or kept as treasury
Shares.
132
APPENDIX
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
