Powering growth - Aztech Group Ltd - Investor Relations

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116a 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 MEETINGThe Listing Manual does not expressly prohibit any purchase of shares by a listed company during any particular time(s). However, as theCompany would be regarded as an “insider” in relation to any proposed purchase or acquisition of its shares, the Company will not undertake anypurchase or acquisition of Shares pursuant to the Share Buy Back Mandate at any time after any matter or development of a price-sensitive naturehas occurred or has been the subject of a decision of the Board until the price-sensitive information has been publicly announced.The Listing Manual requires a company to ensure that at least ten percent (10%) of equity securities (excluding preference shares and convertibleequity securities) in a class that is listed is held by public shareholders. The “public”, as defined under the Listing Manual, are persons otherthan the directors, chief executive officer, substantial shareholders or controlling shareholders of the Company and its subsidiaries, as well as theassociates of such persons.As at the Latest Practicable Date, the public float of the Company stands at 69.291%. If the Share Buy Back Mandate is exercised in full, anda total of 48,776,758 Shares are purchased pursuant to the Share Buy Back Mandate, the public float of the Company will be 65.879%. TheShare Buy Back Mandate will not affect the listing of the Company on SGX-ST by reason of the public float of the Company being reduced tobelow 10% of the total issued share capital of the Company. The Share Buy Back Mandate is also not expected to affect the orderly trading ofthe Company’s Shares on the SGX-ST.I. CERTAIN TAKE-OVER CODE IMPLICATIONSAppendix 2 of the Take-over Code contains the Share Buy-back Guidance Note applicable as at the Latest Practicable Date. Thetake-over implications arising from any purchase or acquisition by the Company of its Shares are set out below:(a)Obligation to Make a Take-over OfferAny resultant increase in the percentage of voting rights held by a Shareholder and persons acting in concert with him, following anypurchase or acquisition of Shares by the Company, will be treated as an acquisition for the purposes of Rule 14 of the Take-over Code(“Rule 14”). Consequently, depending on the number of Shares purchased or acquired by the Company and the Company’s issued sharecapital at that time, a Shareholder or group of Shareholders acting in concert with each other could obtain or consolidate effective controlof the Company and could become obliged to make a take-over offer under Rule 14.(b)Persons Acting in ConcertUnder the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding(whether formal or informal), co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate effectivecontrol of that company. Unless the contrary is established, the following persons, inter alia, will be presumed to be acting in concert,namely, (i) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by anyof the directors, their close relatives and related trusts), and (ii) a company, its parent, subsidiaries and fellow subsidiaries, and theirassociated companies and companies of which such companies are associated companies, all with each other. For this purpose, acompany is an associated company of another company if the second company owns or controls at least twenty percent (20%) but notmore than fifty percent (50%) of the voting rights of the first-mentioned company.(c) Effect of Rule 14 and Appendix 2The circumstances under which Shareholders (including Directors) and persons acting in concert with them respectively will incur anobligation to make a take-over offer under Rule 14 after a purchase or acquisition of Shares by the Company are set out in Rule 14 andAppendix 2 of the Take-over Code. In general terms, the effect of Rule 14 and Appendix 2 is that, unless exempted, Directors and personsacting in concert with them will incur an obligation to make a take-over offer for the Company under Rule 14 if, as a result of the Companypurchasing or acquiring Shares, the voting rights of such Directors and their concert parties would increase to thirty percent (30%) or more,or, if the voting rights of such Directors and their concert parties fall between thirty percent (30%) and fifty percent (50%) of the Company’svoting rights, the voting rights of such Directors and their concert parties would increase by more than one percent (1%) in any period ofsix (6) months.
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 9117NOTICE OF ANNUAL GENERAL MEETINGUnder Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not be required to make a take-overoffer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder would increaseto thirty percent (30%) or more, or, if such Shareholder holds between thirty percent (30%) and fifty percent (50%) of the Company’svoting rights, the voting rights of such Shareholder would increase by more than one percent (1%) in any period of six (6) months. SuchShareholder need not abstain from voting in respect of the resolution authorising the proposed Share Buy Back Mandate.(d)Directors’ and Substantial Shareholders’ InterestsBased on the Register of Directors’ Shareholdings and the Register of Substantial Shareholders of the Company, as at the Latest PracticableDate, the shareholdings of the Directors and of the Substantial Shareholders in the Company before and after the purchase of Sharespursuant to the proposed Share Buy Back Mandate, assuming (i) the Company purchases the maximum amount of ten percent (10%) ofthe issued ordinary share capital of the Company, and (ii) there is no change in the number of Shares held by the Directors and SubstantialShareholders or which they are deemed to be interested in, will be as follows:-Directors––––––––––––––––––––––––– As at Latest Practicable Date –––––––––––––––––––––––––Before Share Purchase After Share PurchaseTotal Number ofShares in which %Total% Numberinterested(direct and deemed)of IssuedShares (1) of IssuedShares (1)of shareoptions heldTotal Number of Warrants in whichinterested (direct and deemed)Michael Mun Hong Yew (2) 119,941,663 24.590 27.322 0 Aztech Group W100716 – 25,647,809Aztech Group W121123 – 19,990,277Patricia Ng Sok Cheng 18,106,168 3.712 4.124 547,916 Aztech Group W100716 – 4,147,310Aztech Group W121123 – 3,017,694Martin Chia Heok Miin 3,848,000 0.789 0.877 1,643,749 Aztech Group W100716 – 437,784Aztech Group W121123 – 640,000Jeremy Mun Weng Hung 1,044,000 0.214 0.238 0 Aztech Group W100716 – 191,770Aztech Group W121123 – 174,000Colin Ng Teck Sim 888,000 0.182 0.202 0 Aztech Group W100716 – 136,979Aztech Group W121123 – 148,000Philip Tan Tee Yong 600,000 0.123 0.137 0 Aztech Group W100716 – 136,979Aztech Group W121123 – 100,000Khoo Ho Tong 806,000 0.165 0.184 0 Aztech Group W100716 – 136,979Aztech Group W121123 – 135,000Substantial ShareholdersMichael Mun Hong Yew (2) 119,941,663 24.590 27.322 0 Aztech Group W100716 – 25,647,809Aztech Group W121123 – 19,990,277Notes:(1) Based on an issued share capital, (excluding treasury shares) of 487,767,583 Shares as at the Latest Practicable Date.(2) As at the Latest Practicable Date, Michael Mun Hong Yew’s aggregate interest consists of 115,105,663 Shares which he holds directly, 1,200,000 Sharesheld by OCBC Securities Pte Ltd and 3,636,000 Shares held by AVS Technologies Pte Ltd.
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Powering growth - Aztech Group Ltd - Investor Relations

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