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ADDENDUM
As at the Latest Practicable Date, there are 899 Shareholders and 18,111,100 Shares are in the hands of the public (as defned above),
representing approximately 14.92% of the issued share capital of the Company. For illustrative purposes only, assuming the Company
undertakes purchases or acquisitions of its Shares up to the full 10% limit pursuant to the Share Buy-back Mandate and all such Shares
purchased are held by the public, the number of Shares in the hands of the public would be reduced by approximately 12,137,470 Shares,
the resultant number of Shares held by public Shareholders would be reduced to 5,973,630, representing approximately 5.47% of the
remaining issued Shares of the Company. Therefore in such a case and in order not to adversely affect the listing status of Shares on
the SGX-ST, the Company will not be permitted to undertake purchases or acquisitions of its Shares to the full 10% limit pursuant to the
Share Buy-back Mandate if it will result in the number of Shares held by public Shareholders falling below 10% of the remaining issued
Shares of the Company. Accordingly, the Company is restricted to market purchases of up to 6,637,367 Shares which would result in the
number of Shares in the hands of the public to be reduced to 11,473,733 Shares, representing 10% of the remaining issued Shares of the
Company.
1.11 Take-over Obligations
Appendix 2 of the Take-over Code contains the Share Buy-back Guidance Note applicable as at the Latest Practicable Date. The take-
over implications arising from any purchase or acquisition by the Company of its Shares are set out below:
1.11.1 Obligation to make a take-over offer
Under Appendix 2 of the Take-over Code, an increase of a Shareholder’s proportionate interest in the voting rights of the Company
resulting from a Share Buy-back by the Company will be treated as an acquisition for the purpose of Rule 14 of the Take-over Code (“Rule
14”). Consequently, a Shareholder or group of Shareholders acting in concert with a Director could obtain or consolidate effective control
of the Company, and become obligated to make a take-over offer for the Company under Rule 14.
Pursuant to Rule 14, a Shareholder and persons acting in concert with the Shareholder will incur an obligation to make a mandatory take-
over offer if, inter alia, he and persons acting in concert with him increase their voting rights in the Company to 30% or more or, if they,
together holding between 30% and 50% of the Company’s voting rights, increase their voting rights in the Company by more than 1% in
any period of 6 months.
1.11.2 Persons acting in concert
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding
(whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective
control of that company.
Unless the contrary is established, the following persons will, inter alia, be presumed to be acting in concert:
(a) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the
directors, their close relatives and related trusts);
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