Microsoft Word - 2193928_v_1__Project Kingdom - Notice of BCD _2015 10 15_ _UOBKH_


ANNOUNCEMENT


NOTICE OF BOOKS CLOSURE DATE FOR PROPOSED SHARE CONSOLIDATION


  1. INTRODUCTION


    The Board of Directors (the 'Board') of EMS Energy Limited (the 'Company') refers to the announcement made by the Company on 24 April 2015 and the circular to shareholders of the Company dated 30 September 2015 (the 'Circular') in relation to the Proposed Share Consolidation.


    Unless otherwise defined, all terms and references used herein shall bear the same meanings ascribed to them in the Circular.


  2. NOTICE OF BOOKS CLOSURE DATE


    NOTICE IS HEREBY GIVEN that the Register of Members of the Company (the 'Register of Members') and the Depository Register will be closed at 5.00 p.m. on 23 October 2015 (the 'Books Closure Date') in order to determine the entitlements of Shareholders for the purposes of the Proposed Share Consolidation.


    After the Books Closure Date, every 15 existing Shares registered in the name, or standing to the credit of the securities account, of each Shareholder or Depositor (as the case may be) as at the Books Closure Date will be consolidated to constitute one (1) Consolidated Share, fractional entitlements to be disregarded. Each Consolidated Share will rank pari passu in all respects with each other. The Consolidated Shares will be traded in board lots of 100 Consolidated Shares.


    The Proposed Share Consolidation will be effective from 9.00 a.m. on the Market Day immediately following the Books Closure Date, being 26 October 2015 (the 'Share Consolidation Effective Date'), whereupon the Register of Members and the Depository Register will be updated to reflect the number of Consolidated Shares held by each Shareholder based on their shareholdings in the Company as at the Books Closure Date.


  3. SHARE CERTIFICATES


  4. Deposit of Share Certificates with CDP


    Shareholders who hold existing share certificates for the Shares in their own names ('Old Share Certificates') and who wish to deposit the same with CDP and have their Consolidated Shares (following the Proposed Share Consolidation) credited to their Securities Accounts maintained with CDP must deposit their Old Share Certificates together with duly executed instruments of transfer in favour of CDP no later than 12 Market Days prior to the Books Closure Date.


    After the Books Closure Date, CDP will only accept the deposit of share certificates for Consolidated Shares ('New Share Certificates'). Shareholders who wish to deposit their Old Share Certificates with CDP after the Books Closure Date must first deliver their Old Share Certificates to the Share Registrar, M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, for cancellation and issue of New Share Certificates in replacement thereof as described below.


  5. Issue of New Share Certificates


    Shareholders who have deposited their Old Share Certificates with CDP at least 12 Market Days prior to the Books Closure Date need not take any action. The Company will arrange with CDP to facilitate the exchange of Old Share Certificates for New Share Certificates pursuant to the Proposed Share Consolidation.


    Shareholders who have not deposited their Old Share Certificates as aforesaid or who do not wish to deposit their Old Share Certificates with CDP are advised to forward all their Old Share Certificates to the Share Registrar, M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, as soon as possible after they have been notified of the Books Closure Date for cancellation and exchange for New Share Certificates. No receipt will be issued by the Share Registrar for the receipt of any Old Share Certificates. The New Share Certificates will be sent by ordinary mail to the registered addresses of the Shareholders, at their own risk, within 10 Market Days from the Books Closure Date or the date of receipt of the Old Share Certificates, whichever is later.


    Shareholders should note that New Share Certificates will not be issued to Shareholders unless their Old Share Certificates have been tendered to the Share Registrar for cancellation. No receipt will be issued by the Share Registrar for cancellation.


    Shareholders should notify the Share Registrar if they have lost any of their existing Old Share Certificates or if there is any change in their respective addresses from that reflected in the Register of Members.


  6. Share Certificates Not Valid for Settlement of Trades on the SGX-ST


    Shareholders are reminded that their physical share certificates are not valid for settlement of trading in the Shares on Catalist, as the Company is under a book-entry (scripless) settlement system, but will continue to be accepted by the Share Registrar for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period. The New Share Certificates will not be valid for delivery for trades done on Catalist although they will continue to be prima facie evidence of legal title.


  7. TRADING ARRANGEMENTS FOR THE CONSOLIDATED SHARES


    Notwithstanding that the Proposed Share Consolidation will become effective on the Share Consolidation Effective Date, the Shares will commence trading as Consolidated Shares earlier than the Share Consolidation Effective Date as trades on the SGX-ST are settled on a 'T+3' settlement cycle, which means that a purchase or sale of Shares on day T will be settled three (3) Market Days later.


    Accordingly, for trading purposes:


  8. trading in the existing Shares (on a pre-consolidated basis) will cease at 5.00 p.m. on 20 October 2015, being the day falling four (4) Market Days before the Share Consolidation Effective Date; and


  9. trading in the Consolidated Shares in board lots of 100 Consolidated Shares will commence at 9.00 a.m. on 21 October 2015 (the 'Effective Trading Date'), being the day falling three (3) Market Days before the Share Consolidation Effective Date.


  10. TRADING ARRANGEMENTS FOR ODD LOTS OF CONSOLIDATED SHARES


    All fractional entitlements arising upon the implementation of the Proposed Share Consolidation will be aggregated and dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interest of the Company.


    The Shares are currently traded in board lots of 100 Shares in the ready market. Following the Proposed Share Consolidation, the Securities Accounts of Shareholders (being Depositors) may be credited with odd lots of Consolidated Shares (that is, lots other than board lots of 100 Shares).


    Depositors who receive odd lots of Consolidated Shares pursuant to the Proposed Share Consolidation and who wish to trade in odd lots on Catalist should note that the unit share market has been set up to allow trading in odd lots with a minimum size of one (1) Consolidated Share on Catalist. The unit share market will enable trading in odd lots in any quantity less than one (1) board lot of the underlying Consolidated Shares in the ready market. The market for trading odd lots of Consolidated Shares may be illiquid.


  11. INDICATIVE TIMETABLE


    The table below sets out the indicative timetable for the Proposed Share Consolidation:


    Expected Time and Date Event


    5.00 p.m. on 20 October 2015 Cessation of trading of the existing Shares


    9.00 a.m. on 21 October 2015 Effective Trading Date (Commencement of trading of the

    Consolidated Shares)


    5.00 p.m. on 23 October 2015 Books Closure Date for the Proposed Share Consolidation


    9.00 a.m. on 26 October 2015 Share Consolidation Effective Date (Share Consolidation becomes

    effective)


  12. CAUTION IN TRADING

  13. Shareholders are advised to exercise caution in trading their Shares as the Proposed Share Consolidation is subject to certain conditions and there is no certainty or assurance as at the date of this announcement that the Proposed Share Consolidation will be completed. The Company will make the necessary announcements when there are further developments on the Proposed Share Consolidation.


    Shareholders are advised to read this announcement and any further announcements by the Company carefully. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.


    By Order of the Board EMS Energy Limited


    Gwendolyn Gn Jong Yuh Company Secretary

    15 October 2015


    This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, UOB Kay Hian Private Limited (the 'Sponsor') for compliance with the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this announcement.


    This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.


    The contact person for the Sponsor is Mr Alvin Soh, at 8 Anthony Road, #01-01, Singapore 229957, telephone (65) 6590 6881.

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