Powering growth - Aztech Group Ltd - Investor Relations

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112a 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 MEETING(d)Maximum Purchase PriceThe purchase price (excluding ancillary expenses such as brokerage, commission, applicable goods and services tax, stamp duties,clearance fees and other related expenses) to be paid for the Shares will be determined by the Directors. However, the purchase price tobe paid for the Shares must not exceed the maximum price (“Maximum Price”) as set out below:(i)(ii)in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; andin the case of an Off-Market Purchase, 120% of the Average Closing Price of the Shares,in each case, excluding related expenses of the purchase or acquisition.For the above purposes:“Average Closing Price” means the average of the closing market prices of a Share over the last five (5) Market Days on which transactionsin the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, as the case maybe, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action thatoccurs after the relevant five-day period; and“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase oracquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access scheme for effecting the Off-MarketPurchase.C. PURCHASED SHARES: CANCELLED OR HELD IN TREASURYShares which are purchased or acquired by the Company may be cancelled or held by the Company as treasury shares. All shares purchased bythe Company will be automatically delisted by the SGX-ST.If cancelled, all rights and privileges attached to that Share shall expire on cancellation and certificates in respect thereof will be cancelled anddestroyed by the Company as soon as reasonably practicable following settlement of any such purchase.D. SOURCE OF FUNDSThe Company may, at its discretion, purchase Shares pursuant to the Share Buy Back Mandate out of capital and/or out of distributable profits.The Directors do not propose to exercise the Share Buy Back Mandate in a manner and to such an extent that the working capital position of theGroup would be materially adversely affected.The Company intends to use internal sources of funds and/or external borrowings to finance purchases or acquisitions of its Shares. The amountof funding required for the Company to purchase or acquire its Shares and the financial impact on the Company and the Group arising from suchpurchases or acquisitions of the Shares pursuant to the proposed Share Buy Back Mandate will depend on, inter alia, the aggregate numberof Shares purchased or acquired, the consideration paid at the relevant time, and the amount (if any) borrowed by the Company to fund thepurchases or acquisitions.
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 9113NOTICE OF ANNUAL GENERAL MEETINGE. SOLVENCY TESTUnder the Companies Act in force as at the Latest Practicable Date, we may not purchase Shares if we know that our Company is not solvent.For this purpose, a company is “solvent” if:(a)(b)the company is able to pay its debts in full at the time of the payment for the purchase and will be able to pay its debts as they fall due inthe normal course of business during the period of 12 months immediately following the date of the payment; andthe value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not after the proposedpurchase, become less than the value of its liabilities (including contingent liabilities) having regard to the most recent financial statementsof the company and all other circumstances that the directors or managers of the company know or ought to know affect, or may affect,such values.F. FINANCIAL EFFECTSThe Company’s total issued share capital will be diminished by the total issue price of the Shares purchased or acquired by the Company if theShares purchased or acquired are cancelled.The financial effects on the Group arising from purchases or acquisitions of Shares which may be made pursuant to the Share Buy Back Mandatewill depend on, inter alia, the aggregate number of Shares purchased or acquired, the consideration paid at the relevant time, and the amount (ifany) borrowed by the Group to fund the purchases or acquisitions.Based on the existing issued and paid-up ordinary share capital of the Company as at the Latest Practicable Date, the purchaseby the Company of 10 per cent (10%) of its issued Shares will result in the purchase or acquisition of 48,776,758 Shares.Assuming the Company purchases or acquires the 48,776,758 Shares at the Maximum Price, the maximum amount of funds required (excludingrelated brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) is:(a) S$12.39 million in the case of Market Purchases of Shares based on S$0.254 per Share (being the price equivalent to five per cent (5%)above the Average Closing Price of the Shares traded on the SGX-ST for the five (5) consecutive Market Days immediately preceding theLatest Practicable Date); and(b)S$14.15 million in the case of Off-Market Purchases of Shares based on S$0.290 per Share (being the price equivalent to twenty per cent(20%) above the Average Closing Price of the Shares traded on the SGX-ST for the five (5) consecutive Market Days immediately precedingthe Latest Practicable Date).For illustrative purposes only, on the basis of the assumptions set out above, and based on the audited financial statements of the Group for thefinancial year ended December 31, 2009, and assuming that:(i) the Share Buy Back Mandate had been effective on January 1, 2009;(ii) the purchases or acquisitions of Shares are financed solely by internal resources;(iii) the Company’s distributable profit is S$15.93 million as at December 31, 2009, taking into account the dividend declared in 2009; and(iv) the capital of the Company is S$121.29 million as at December 31, 2009,
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Powering growth - Aztech Group Ltd - Investor Relations

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