Powering growth - Aztech Group Ltd - Investor Relations
Powering growth - Aztech Group Ltd - Investor Relations Powering growth - Aztech Group Ltd - Investor Relations
110a z t e c h a n n u a l r e p o r t 2 0 0 9F i n a n c i a l S t a t e m e n t sNOTICE OF ANNUAL GENERAL MEETINGSGX-ST assumes no responsibility for the correctness of any of the statements made, reported, contained or opinions expressed in thisexplanatory statement.A. RATIONALE OF THE SHARE BUY BACK MANDATEAny purchase or acquisition of Shares by the Company would have to be made in accordance with, and in the manner prescribed by, theCompanies Act and the rules of the Listing Manual and such other laws and regulations as may be applicable.It is a requirement of the Companies Act that before a company purchases or acquires its own shares, its articles of association must expresslypermit the company to purchase or otherwise acquire the shares issued by it. Article 16 of the Articles empowers the Company to purchase orotherwise acquire any of its issued shares on such terms as the Company may think fit and in the manner prescribed by the Companies Act.It is a requirement that a company which wishes to purchase or acquire its own shares should obtain approval of its shareholders to do so at ageneral meeting of its shareholders. Accordingly, approval is being sought from Shareholders at the AGM for the Share Buy Back Mandate.If approved by the Shareholders at the AGM, the authority conferred by the Share Buy Back Mandate will continue in force until the next AnnualGeneral Meeting of the Company (whereupon it will lapse, unless renewed at such meeting) or until it is varied or revoked by the Company ingeneral meeting (if so varied or revoked prior to the next Annual General Meeting).A share buyback is one of the ways in which the return on equity of a company may be improved, thereby increasing shareholder value. Byobtaining the Share Buy Back Mandate, the Company will have the flexibility to undertake purchases of Shares at any time, subject to marketconditions, during the period when the Share Buy Back Mandate is in force.The Share Buy Back Mandate will also facilitate the return to the Shareholders by the Company of surplus cash (if any) which is in excess of theGroup’s financial needs in an expedient and cost-effective manner.The Directors further believe that Share purchases by the Company may help to mitigate short-term market volatility in the Company’s Shareprice, off-set the effects of short-term speculation and bolster Shareholders’ confidence and employee morale.If and when circumstances permit, the Directors will decide whether to effect the share purchases via market purchases or off-market purchases,after taking into account the amount of surplus cash available, the prevailing market conditions and the most cost-effective and efficient approach.The Directors do not propose to carry out purchases pursuant to the Share Buy Back Mandate to such an extent that would, or in circumstancesthat might, result in a material adverse effect on the financial position of the Group.Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Buy Back Mandate may not be carried out to the fulllimit as authorised. The share purchases will not cause illiquidity or affect orderly trading of the Shares.B. AUTHORITY AND LIMITS OF THE SHARE Buy Back MANDATEThe authority and limitations placed on purchases or acquisitions of Shares by the Company under the proposed Share Buy Back Mandate aresummarised below:(a)Maximum Number of SharesThe total number of Shares which may be purchased or acquired by the Company pursuant to the Share Buy Back Mandate shall notexceed ten percent (10%) of the issued ordinary share capital of the Company as at the date of the last AGM of the Company held beforethe resolution authorising the Share Buy Back Mandate is passed or as at the date on which the resolution authorising the Share Buy BackMandate is passed, whichever is the higher.Purely for illustrative purposes, on the basis of 487,767,583 Shares (excluding treasury shares) in issue as at the Latest Practicable Date,being 15 March 2009 and assuming that no further Shares are issued on or prior to the AGM to be held on 9 April 2010, not more than48,776,758 Shares (representing 10% of the Shares in issue as at that date) may be purchased or acquired by the Company pursuant tothe proposed Share Buy Back Mandate.
F i n a n c i a l S t a t e m e n t sa z t e c h a n n u a l r e p o r t 2 0 0 9111NOTICE OF ANNUAL GENERAL MEETING(b)Duration of AuthorityPurchases or acquisitions of Shares may be made, at any time and from time to time, by the Company on and from the date of the AGMat which the Share Buy Back Mandate is approved up to the earliest of:(i)(ii)(iii)the date on which the next AGM of the Company is held or required by law to be held;the date on which the share purchases are carried out to the full extent mandated; orthe time when the authority conferred by the Share Buy Back Mandate is revoked or varied by the Shareholders of the Companyin general meeting.The Share Buy Back Mandate may be renewed at each AGM or other general meeting of the Company.(c)Manner of Purchases or Acquisitions of SharesPurchases or acquisitions of Shares may be effected by the Company by way of:(i)(ii)on-market purchases (“Market Purchases”); and/oroff-market purchases, otherwise than on a securities exchange, in accordance with an “equal access scheme” as defined in Section76C of the Companies Act (“Off-Market Purchases”).Market Purchases refer to purchases or acquisitions of Shares by the Company effected on the SGX-ST through the Central Limit OrderBook trading system, and/or through one or more duly licensed dealers appointed by the Company for the purpose.In an Off-Market Purchase, the Directors may impose such terms and conditions which are not inconsistent with the Share Buy BackMandate, the Listing Manual, the Companies Act and other applicable laws and regulations, as they consider fit in the interests of theCompany in connection with or in relation to any equal access scheme or schemes. An equal access scheme must, however, satisfy thefollowing conditions:(i)(ii)(iii)offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to purchase or acquire the samepercentage of their Shares;all of those persons shall be given a reasonable opportunity to accept the offers made; andthe terms of all the offers are the same, except that there shall be disregarded:• differences in consideration attributable to the fact that the offers may relate to Shares with different accrued dividendentitlements;• (if applicable) differences in consideration attributable to the fact that the offers relate to Shares with different amountsremaining unpaid; and• differences in the offers introduced solely to ensure that each person is left with a whole number of Shares.Under the Listing Manual, if the Company wishes to make an Off-Market Purchase, the Company will issue an offer document containing,inter alia, the following information to all Shareholders:(i)(ii)(iii)the terms and conditions of the offer;the period and procedures for acceptances; andthe information required under Rule 883(1), (2), (3), (4) and (5) of the Listing Manual.
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- Page 123: HEAD OFFICEAZTECH GROUP LTD31 Ubi R
110a z t e c h a n n u a l r e p o r t 2 0 0 9F i n a n c i a l S t a t e m e n t sNOTICE OF ANNUAL GENERAL MEETINGSGX-ST assumes no responsibility for the correctness of any of the statements made, reported, contained or opinions expressed in thisexplanatory statement.A. RATIONALE OF THE SHARE BUY BACK MANDATEAny purchase or acquisition of Shares by the Company would have to be made in accordance with, and in the manner prescribed by, theCompanies Act and the rules of the Listing Manual and such other laws and regulations as may be applicable.It is a requirement of the Companies Act that before a company purchases or acquires its own shares, its articles of association must expresslypermit the company to purchase or otherwise acquire the shares issued by it. Article 16 of the Articles empowers the Company to purchase orotherwise acquire any of its issued shares on such terms as the Company may think fit and in the manner prescribed by the Companies Act.It is a requirement that a company which wishes to purchase or acquire its own shares should obtain approval of its shareholders to do so at ageneral meeting of its shareholders. Accordingly, approval is being sought from Shareholders at the AGM for the Share Buy Back Mandate.If approved by the Shareholders at the AGM, the authority conferred by the Share Buy Back Mandate will continue in force until the next AnnualGeneral Meeting of the Company (whereupon it will lapse, unless renewed at such meeting) or until it is varied or revoked by the Company ingeneral meeting (if so varied or revoked prior to the next Annual General Meeting).A share buyback is one of the ways in which the return on equity of a company may be improved, thereby increasing shareholder value. Byobtaining the Share Buy Back Mandate, the Company will have the flexibility to undertake purchases of Shares at any time, subject to marketconditions, during the period when the Share Buy Back Mandate is in force.The Share Buy Back Mandate will also facilitate the return to the Shareholders by the Company of surplus cash (if any) which is in excess of the<strong>Group</strong>’s financial needs in an expedient and cost-effective manner.The Directors further believe that Share purchases by the Company may help to mitigate short-term market volatility in the Company’s Shareprice, off-set the effects of short-term speculation and bolster Shareholders’ confidence and employee morale.If and when circumstances permit, the Directors will decide whether to effect the share purchases via market purchases or off-market purchases,after taking into account the amount of surplus cash available, the prevailing market conditions and the most cost-effective and efficient approach.The Directors do not propose to carry out purchases pursuant to the Share Buy Back Mandate to such an extent that would, or in circumstancesthat might, result in a material adverse effect on the financial position of the <strong>Group</strong>.Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Buy Back Mandate may not be carried out to the fulllimit as authorised. The share purchases will not cause illiquidity or affect orderly trading of the Shares.B. AUTHORITY AND LIMITS OF THE SHARE Buy Back MANDATEThe authority and limitations placed on purchases or acquisitions of Shares by the Company under the proposed Share Buy Back Mandate aresummarised below:(a)Maximum Number of SharesThe total number of Shares which may be purchased or acquired by the Company pursuant to the Share Buy Back Mandate shall notexceed ten percent (10%) of the issued ordinary share capital of the Company as at the date of the last AGM of the Company held beforethe resolution authorising the Share Buy Back Mandate is passed or as at the date on which the resolution authorising the Share Buy BackMandate is passed, whichever is the higher.Purely for illustrative purposes, on the basis of 487,767,583 Shares (excluding treasury shares) in issue as at the Latest Practicable Date,being 15 March 2009 and assuming that no further Shares are issued on or prior to the AGM to be held on 9 April 2010, not more than48,776,758 Shares (representing 10% of the Shares in issue as at that date) may be purchased or acquired by the Company pursuant tothe proposed Share Buy Back Mandate.
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