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CIVMEC LIMITED — Proxy Solicitation & Information Statement 2016
Oct 11, 2016
64729_rns_2016-10-11_8be7f938-69cf-466f-8198-8436d2634680.pdf
Proxy Solicitation & Information Statement
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CIVMEC LIMITED
Company Registration No. 201011837H (Incorporated in the Republic of Singapore)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Amara Hotel Singapore, Level 3, Connection Room 1,165 Tanjong Pagar Road, Singapore 088539 on Thursday, 27 October 2016 at 2.30 pm, to transact the following businesses:
| AS ORDINARY BUSINESSES: 1. To receive and adopt the Audited Financial Statements of the Company for the fnancial year ended 30 June 2016 together with the Directors’ Statement and Indeendent Auditors’ Reort thereon Ordinary Resolution 1 |
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| p p . 2. To approve the payment of a tax exempt (foreign sourced) First and Final Dividend of 0.7 Singapore cents per ordinary share for the fnancial year ended 30 June 2016. Ordinary Resolution 2 3. To approve the payment of Directors’ fees of S$220,000 for the fnancial year ending 30 June 2017, to be paid quarterly in arrears. (FY2016: S$220,000) Ordinary Resolution 3 |
| 4. To re-elect the following Directors retiring pursuant to Article 118 of the Company’s Constitution: - (a) Mr James Finbarr Fitzgerald Ordinary Resolution 4 |
| (b) Mr Patrick John Tallon Ordinary Resolution 5 (c) Mr Kevin James Deery Ordinary Resolution 6 |
(d) Mr Chong Teck Sin [See Explanatory Note (i)] Ordinary Resolution 7 |
| (e) Mr Wong Fook Choy Sunny [See Explanatory Note (ii)] Ordinary Resolution 8 (f) Mr Douglas Owen Chester Ordinary Resolution 9 |
[See Explanatory Note (iii)] 5. To re-appoint Messrs Moore Stephens LLP as the Auditors of the Company and to authorise the Directors to fx their remuneration. Ordinary Resolution 10 |
| AS SPECIAL BUSINESSES: To consider and, if thought ft, to pass with or without modifcations the following resolutions:- |
| 6. Authority to allot and issue shares Ordinary Resolution 11 “THAT pursuant to Section 161 of the Companies Act, Chapter 50 (the “Act”) and the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX- ST”), authority be and is hereby given to the Directors of the Company (“Directors”) to: |
| (a) issue shares in the capital of the Company whether by way of bonus issue, rights issue or otherwise; and/or (b) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants debentures or other instruments convertible into shares and/or |
| , ; (c) issue additional Instruments convertible into shares arising from adjustments made to the number of Instruments at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem ft; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force provided that: |
| , (i) the aggregate number of shares and convertible securities that may be issued shall not be more than 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company or such other limit as may be prescribed by the SGX-ST as at the date the general mandate is passed; (ii) the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to existing shareholders shall not be more than 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company or such other limit as may be prescribed by the SGX-ST as at the date the general mandate is passed; (iii) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraphs (i) and (ii) above, the total number of issued shares (excluding treasury shares) shall be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company as at the date the general mandate is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting as at the date the general mandate is passed and any subsequent bonus issue, consolidation or subdivision of the Company’s shares; and |
| (iv) unless earlier revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting is required by law to be held, whichever is earlier.” |
| [See Explanatory Note (iv)] 7 Authority to allot and issue shares under the Civmec Employee Share Option Scheme and the Civmec Performance Share Plan Ordinary Resolution 12 |
| . “THAT authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number of Shares in the capital of the Company as may be required to be allotted and issued pursuant to the exercise of the options under the Civmec Employee Share Option Scheme (the “CESOS”) and/or the vesting of awards under Civmec Performance Share Plan (the “Share Plan”), provided always that the aggregate number of additional Shares to be allotted and issued pursuant to the CESOS and the Share Plan shall not exceed ffteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier” |
| . [See Explanatory Note (v)] 8. Proposed Renewal of the Share Purchase Mandate Ordinary Resolution 13 |
| That: |
| (a) for the purposes of Sections 76C and 76E of the Act, and such other laws and regulations as may for the time being be applicable, the exercise by the Directors of the Company (“Director”) of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the share capital of the Company (“Shares”) not exceeding in aggregate the Prescribed Limit (as hereafter defned), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defned), whether by way of: (i) on-market purchases (“On-Market Share Purchase”) transacted on the SGX-ST; and/or |
| (ii) off-market purchases (“Off-Market Share Purchase”) (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they may consider ft, which scheme(s) shall satisfy all the conditions prescribed by the Act and the SGX-ST Listing Manual, (the “Share Purchase Mandate”); (b) any Share that is purchased or otherwise acquired by the Company pursuant to the Share Purchase Mandate shall, at the discretion of the Directors, either be |
| cancelled or held in treasury and dealt with in accordance with the Act; (c) Unless varied or revised by the company in general meeting, the authority conferred on the Directors pursuant to the Share Purchase 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 the expiring on the earliest of: (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; (ii) the date on which the share purchases are carried out to the full extent mandated; or |
(iii) the date on which the authority contained in the Share Purchase Mandate is varied or revoked; |
(d) in this Ordinary Resolution: “Prescribed Limit” means 10% of the total number of Shares as at the date of the last annual general meeting of the Company held before this Resolution is |
passed or as at the date of passing of this Resolution, whichever is the higher (excluding any treasury shares that may be held by the Company from time to time), 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 total number of Shares of the Company shall be taken to be the total number of Shares of the Company as altered; “Relevant Period” means the period commencing from the date the last annual general meeting of the Company was held before the date of passing of this Resolution, and expiring on the date the next annual general meeting of the Company is held or is required by law to be held, whichever is the earlier, after the date of passing of this Resolution; “Mi Pi” i lti t Sh t b hd t ldi ltd bk ii libl d d i t |
| axmum rcen reaon o a are o e purcase, means an amoun (excung reae roerage, commsson, appcae goos an servces ax, stamp duties, clearance fees and other related expenses) not exceeding 105% of the Average Closing Price, excluding related expenses of the Share Purchases, |
| and where: “Average Closing Price” means the average of the closing market prices of a Share over the last fve (5) Market Days, on which transactions in the Shares were recorded, immediately preceding the date of making the On-Market Share Purchase or, as the case may be, the day of the making of an offer pursuant to the Off-Market Share Purchase, and deemed to be adjusted, in accordance with the rules of the SGX-ST, for any corporate action that occurs after the relevant fve (5) Market Days; “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 Share Purchase; and |
| “Market Day” means a day on which the SGX-ST is open for trading in securities; and (e) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including without limitation, executing such documents as may be required) as they may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Ordinary Rlti |
| esouon. [See Explanatory Note (vi)] 9. To transact any other business which may properly be transacted at an Annual General Meeting. |
| BY ORDER OF THE BOARD |
| James Finbarr Fitzgerald Executive Chairman 12 October 2016 Singapore |
| Explanatory Notes:- (i) Mr Chong Teck Sin, will, upon re-election as Director of the Company, remain as Chairman of Audit Committee and Risks and Conficts Committee and a member of Nominating and |
| Remuneration Committees. Mr Chong will be considered independent for the purpose of Rule 704(8) of the Listing Manual of Singapore Exchange Securities Trading Limited. Key information on Mr Chong can be found on page 31 of the Annual Report 2015/2016. There are no relationships (including family relationship) between Mr Chong and the other Director or the Company or its 10% shareholders. |
| (ii) Mr Wong Fook Choy Sunny, will, upon re-election as Director of the Company, remain as Chairman of Remuneration Committee and a member of Audit, Risks and Conficts and Nominating |
| Committees. Mr Wong will be considered independent for the purpose of Rule 704(8) of the Listing Manual of Singapore Exchange Securities Trading Limited. Key information on Mr Wong can be found on page 31 of the Annual Report 2015/2016. There are no relationships (including family relationship) between Mr Wong and the other Director or the Company or its 10% shareholders |
| . (iii) Mr Douglas Owen Chester, will, upon re-election as Director of the Company, remain as Chairman of Nominating Committee and a member of Audit, Risks and Conficts and Remuneration |
| Committees. Mr Douglas Chester will be considered independent for the purpose of Rule 704(8) of the Listing Manual of Singapore Exchange Securities Trading Limited. Key information on Mr Douglas Chester can be found on page 31 of the Annual Report 2015/2016. There are no relationships (including family relationship) between Mr Douglas Chester and the other Director or the Company or its 10% shareholders |
| . (iv) The Ordinary Resolution No. 11 proposed above, if passed, will empower the Directors of the Company to issue shares and convertible securities in the Company up to a maximum of ffty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company for such purposes as they consider would be in the interests of the Company. This authority will continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier, unless the authority is previously revoked or |
| varied at a general meeting. (v) The Ordinary Resolution No. 12 proposed above, if passed, will empower the Directors of the Company to allot and issue shares in the Company of up to a number not exceeding in total ffteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time pursuant to the exercise of the options under the CESOS and vesting of the share awards under the Share Plan. |
(vi) The Ordinary Resolution no. 13 proposed above, if passed, will empower the Directors of the Company, effective until the conclusion of the next Annual General Meeting of the Company or |
| the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, to repurchase ordinary shares of the Company by way of on-market purchases or off-market purchases of up to ten per centum (10%) of the total number of issued shares in the capital of the Company at the Maximum Price as defned in the Appendix to the Company’s Letter to Shareholders dated 12 October 2016. |
Notes:
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(a) Save for members which are nominee companies, a member of the Company shall not be entitled to appoint more than two proxies to attend and vote at the general meeting of the Company. A proxy need not be a member of the Company.
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(b) Where a member appoints two proxies, he shall specify the proportion of his shares (expressed as a percentage of the whole) to be represented by each proxy.
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(c) Pursuant to Section 181 of the Companies Act, Cap. 50 of Singapore, any member (who is a Relevant Intermediary *) may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified).
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Relevant Intermediary is:
(i) a banking corporation licensed under the Banking Act (Cap.19) or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who hold shares in that capacity; or
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(ii) a person holding a capital markets services license to provide a custodial service for securities under the Securities and Futures Act (Cap.289) and who holds shares in that capacity; or
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(iii) the Central Provident Fund Board established by the Central Provident Fund Act (Cap.36), in respect of shares purchased on behalf of CPF investors.
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(d) A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179 of the Companies Act, Cap. 50 of Singapore to attend and vote for and on behalf of such corporation.
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(e) The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or signed on its behalf by an officer or attorney duly authorised in writing.
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(f) Where an instrument appointing a proxy is signed on behalf of the appointor by the 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.
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(g) The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 80 Robinson Road, #02-00, Singapore 068898, not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting.
(h) In the case of joint shareholders, all shareholders must sign the instrument appointment a proxy or proxies.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agent or service providers) for the purpose of the processing, administration and analysis of the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.