AI assistant
KODA LTD — Proxy Solicitation & Information Statement 2016
Oct 5, 2016
74341_rns_2016-10-05_b74aa092-a174-40e6-93c2-3d31423e8b73.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
KODA LTD
(Company Registration Number: 198001299R)
(Incorporated in the Republic of Singapore)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “ EGM ”) of Koda Ltd (the “ Company ”) will be held at 28 Defu Lane 4, Singapore 539424 on 28 October 2016 at 11.00 a.m. (or as soon as practicable immediately following the conclusion or adjournment of the AGM of the Company to be held at 10.00 a.m. on the same day and at the same place) for the purpose of considering and, if thought fit, passing with or without any modifications, the following ordinary resolutions:
ORDINARY RESOLUTION: THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE
That:
-
(i) for the purposes of the Companies Act (Cap. 50) of Singapore (the “ Act ”), the exercise by the Directors of the Company (“ Directors ”) of all the powers of the Company to purchase or otherwise acquire the issued ordinary shares in the capital of the Company (“ Shares ”) not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:–
-
(a) on-market purchases, transacted on the ready market of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”), or as the case may be, other stock exchange for the time being on which the Shares may be listed or quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose (the “ On-Market Purchase ”); and/ or
-
(b) off-market purchases (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 fit and in the best interests of the Company, which scheme(s) shall satisfy all the conditions prescribed by the Act and the Listing Manual (the “ Off-Market Purchase ”),
-
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being as applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Buy-Back Mandate ”);
-
(ii) unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:–
-
(a) the date on which the next annual general meeting of the Company is held or required by law to be held; or
-
(b) the date on which the purchase of Shares by the Company are carried out to the full extent mandated; or
-
(c) the date on which the authority contained in the Share Buy-Back Mandate is varied or revoked;
-
(iii) in this resolution:–
-
“ Prescribed Limit ” means the number of Shares representing 10.0% of the total issued ordinary share capital of the Company as at the date of the 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 Act, at any time during the Relevant Period (as defined hereinafter), 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);
-
“ Relevant Period ” means the period commencing from the date on which the last annual general meeting of the Company was held and expiring on the date the next annual general meeting of the Company is held or is required by law to be held, or the date on which the purchases of the Shares are carried out to the full extent mandated, whichever is earlier, unless prior to that, it is varied or revoked by resolution of the shareholders of the Company in a general meeting; and
-
“ 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:–
-
(a) in the case of an On-Market Purchase, 105.0% of the Average Closing Price;
-
(b) in the case of an Off-Market Purchase, 115.0% of the Average Closing Price,
-
where:–
-
“ Average Closing Price ” means the average of the closing market prices of a Share over the last five (5) Market Days (“ Market Day ” being a day on which the SGX-ST is open for securities trading), on which transactions in the Shares were recorded, immediately preceding the date of making the On-Market Purchase or, as the case may be, the date of making an announcement for an offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; and
-
(iv) 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/he/she may consider expedient, necessary, desirable, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this resolution.
-
By Order of the Board
-
Gn Jong Yuh Gwendolyn Company Secretary Singapore
-
6 October 2016
Notes:–
-
(1) A member of the Company entitled to attend and vote at the EGM and who is not a relevant intermediary is entitled to appoint not more than two proxies to attend and vote in his stead and a proxy need not be a member of the Company. A member of the Company who is entitled to attend and vote at the EGM and who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote in his stead. “Relevant intermediary” shall have the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.
-
(2) The instrument appointing a proxy or proxies must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.
-
(3) The instrument appointing a proxy must be lodged at the Company’s registered office at 28 Defu Lane 4, Singapore 539424, not less than 48 hours before the time appointed for the EGM. The completion and return of the proxy form by a member will not prevent him from attending and voting in person at the EGM if he so wishes. In such event, the relevant proxy form will be deemed to be revoked.
Personal data privacy:–
By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any 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 agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any EGM 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), 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) 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.