Golden Agri Resources : The Disclosure of Changes in Interest of Substantial Shareholders

Disclosure of Interest/ Changes in Interest of Substantial Shareholder(s)/ Unitholder(s)...

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Disclosure of Interest/ Changes in Interest of Substantial Shareholder(s)/ Unitholder(s)::Disclosure of Changes in

Interest of Substantial Shareholder

Issuer & Securities

Issuer/ Manager GOLDEN AGRI-RESOURCES LTD

Securities GOLDEN AGRI-RESOURCES LTD - MU0117U00026 - E5H

Stapled Security No

Announcement Details

Announcement Title Disclosure of Interest/ Changes in Interest of Substantial Shareholder(s)/ Unitholder(s)

Date & Time of Broadcast 02-Mar-2015 18:00:43

Status New

Announcement Sub Title Disclosure of Changes in Interest of Substantial Shareholder

Announcement Reference SG150302OTHRDPH3

Submitted By (Co./ Ind. Name) Kimberley Lye Chor Mei

Designation Director, Corporate Secretarial

Description (Please provide a detailed description of the event in the box below - Refer to the Online help for the format)

The Company has, on 2 March 2015, received a notification Form 3 from substantial shareholder, Silchester International Investors LLP in respect of their shareholding in the Company. Please see notification Form 3 as attached.

Additional Details

Person(s) giving notice Substantial Shareholder(s)/Unitholder(s) (Form 3)

Date of receipt of notice by Listed Issuer 02/03/2015

Attachments

GAR09-02-03-2015-Form3-SII.pdf

if you are unable to view the above file, please click the link below.

_GAR09-02-03-2015-Form3-SII.pdf

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2/3/2015

SECURITIES ANO FUTURES ACT (CAP. 289) SECURITIES ANO FUTURES (OISCLOSURE OF INTERESTS) REGULATIONS 2012

Explanatory Notes

1. Please read the explanatory notes carefully before completing the notification form.

2. This form is fora Substantial Shareholder(s)/Unitholder(s) to give notice under section 135, 136, 137, 137J (as applicable to sections 135, 136 and 137) or 137U (as applicable to sections 135, 136 and 137) of the Securities and Futures Act (the "SFA").

3. This electronic Form 3 and a separate Form C, containing the particulars and contact details of the Substantial Shareholder(s)/Unitholder(s), must be completed by the Substantial Shareholder(s)/ Unitholder(s) or a person duly authorised by the Substantial Shareholder(s)/Unitholder(s) to do so. The person so authorised should maintain records of information furnished to him by the Substantial Shareholder(s)/Unitholder(s).

4. This form and Form C, are to be completed electronically and sent to the Listed lssuer via an electronic medium such as an e-mail attachment. The Listed lssuer will attach both forms to the prescribed SGXNet announcement template for dissemination as required under section 137G(1), 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached to the announcement template, it will not be disseminated to the public and is made available only to the Monetary Authority of Singapore (the "Authority").

5. Where a transaction results in similar notifiable obligations on the part of more than one Substantial Shareholder/Unitholder, ali of these Substantial Shareholders/Unitholders may give notice using the same notification form.

6. A single form may be used by a Substantial Shareholder/Unitholder for more than one transaction resulting in notifiable obligations which occur within the same notifiable period (i.e. within two business days of becoming aware of the earliest transaction). There must be no netting-off of two or more notifiable transactions even if they occur within the same day.

7. Ali applicable parts of the notification form must be completed. lf there is insufficient space for your answers, please include attachment(s) by clicking the paper clip icon on the bottom left-hand corner or in item 11 of Part Il or item 1O of Part Ili. The total file size forali attachment(s) should not exceed 1MB.

8. Except for item 5 of Part Il and item 1 of Part IV, please select only one option from the relevant check boxes.

9. Please note that submission of any false or misleading information is an offence under Part VII of the SFA.
1O. In this form, the term "Listed lssuer" refers to -
(a) a company incorporated in Singapore any or ali of the shares in which are listed for quotation on the official list of a securities exchange;
(b) a corporation (not being a company incorporated in Singapore, or a collective investment scheme constituted as a corporation) any or ali of the shares in which are listed for quotation on the officiallist of a securities exchange,such listing being a primary listing;

(c) a registered business trust (as defined in the Business Trusts Act (Cap. 31A)) any or ali of the units in which are listed for quotation on the official list of a securities exchange;

(d) a recognised business trust any or ali of the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing; or

(e) a collective investment scheme that is a trust, that invests primarily in real estate and real estate­ related assets specified by the Authority in the Code on Collective lnvestment Schemes, and any or ali the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing (''Real Estate lnvestment Trust").

11. For further instructions and guidance on how to complete this notification form, please referto section 7 of the User Guide on Electronic Notification Forms which can be accessed at the Authority's Internet website at http://www.mas.gov.sg (under "Regulations and Financial Stability'', "Regulations, Guidance and Licensing", "Securities, Futures and Fund Management", "Forms", "Disclosure of lnterests").

Part l - Generai

1. Name of Listed lssuer:

IGolden Agri-Resources Ltd

2. Type of Listed lssuer:

0 Company/Corporation

O Registered/Recognised Business Trust

O Real Estate lnvestment Trust

3. ls more than one Substantial Shareholder/Unitholder giving notice in this form?

0 No (Piease proceed to complete Part Il)

O Yes (Piease proceed to complete Parts 111 & IV)

4. Date of notification to Listed lssuer:

127-Feb-2015

[To be used far single Substantial Shareholder/Unitholder to give notice]

1. Name of Substantial Shareholder/Unitholder:

Silchester lnternationallnvestors LLP

2. ls Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities of the Listed lssuer are held solely through fund manager(s)?

0 Yes

D No

Transaction A @

1. Notification in respect of:

D Becoming a Substantial Shareholder/Unitholder

0 Change in the percentage level of interest while stili remaining a Substantial Shareholder/Unitholder

D Ceasing to be a Substantial Shareholder/Unitholder

2. Date of acquisition of or change in interest:

26-Feb-2015

3. Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest @ (if different from item 2 above, please specify the date):

27-Feb-2015

4. Explanation (if the date of becoming aware is different from the date of acquisition of, or the change in, interest):

The increase in Silchester lnternationallnvestors LLP (''SII LLP") holdings was due to a series of transactions over a series of different trading days. Details of the number of shares held before the change (shown in

ltem 9 of Part Il),represent the shares held by SII LLP's clients as of the date before the last trading day before

which this disclosure level was triggered.

5. Type of securities which are the subject of the transaction (more than one option may be chosen):

0 Voting shares/units

D Rights/Options!Warrants over voting shares/units

D Convertible debentures over voting shares/units (conversion price known)

D Others (please specify):

6. Number of shares, units, rights, options, warrants and/or principal amount of convertible debentures acquired or disposed of by Substantial Shareholder/Unitholder:

125,000,000

7. Amount of consideration paid or received by Substantial Shareholder/Unitholder (excluding brokerage and stamp duties):

IS$1O,190,000

8. Circumstance giving rise to the interest or change in interest: Acquisition of:

0 Securities via market transaction

D Securities via off-market transaction (e.g. married deals)

D Securities via physical settlement of derivatives or other securities

D Securities pursuant to rights issue

D Securities via a placement

D Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

D Securities via market transaction

D Securities via off-market transaction (e.g. married deals)

Other circumstances:

D Acceptance of take-over offer for the Listed lssuer

D Corporate action by the Listed lssuer which Substantial Shareholder/Unitholder did not

participate in (p/ease specify):

D Others (please specify):

9. Quantum of total voting shares/units (including voting shares/units underlying rights/options/ warrantslconvertible debentures {conversion price known}) held by Substantial Shareholder/ Unitholder before and after the transaction:

No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures:

o 1 '134,406,700 1 '134,406,700

As a percentage of total no. of voting shares/units: @

No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures:

As a percentage of total no. of voting shares/units: @

o 8.84

o 1,159,406,700

o 9.03

8.84

1'159,406,700

9.03

1O. Circumstances giving rise to deemed interests (if the interest is such):

[You may attach a chart in item 11 to illustrate how the Substantial Shareholder/Unitholder's deemed interest arises]

Silchester lnternationallnvestors LLP (''SII LLP") acts as the fully discretionary investment manager fora number of commingled funds,1) Silchester lnternationallnvestors lnternational Value Equity Taxable Trust,

2) Silchester lnternationallnvestors lnternational Value Equity Group Trust,3) Silchester lnternational lnvestors Tobacco Free lnternational Value Equity Trust, 4) Silchester lnternationallnvestors lnternational Value Equity Trust and 5) The (alleva Trust. Piease see attached.

In acting for its Clients,SII LLP is given, full discretionary authority over their investments, and is empowered to vote ali proxies on behalf of the commingled funds and the underlying investors. However, SII LLP does not act as the custodian ofthe commingled fund assets and therefore shares are not held in SII LLP's name,

but in the nominee name of each commingled fund's custodian bank.

11. Attachments (if any): @

# (The total file size for alt attachment(s) should not exceed 1MB.)

12. lf this is a replacement of an earlier notification, please provide:

(a) SGXNet announcement reference of the first notification which was announced on

SGXNet (the "lnitial Announcement''):

l l l l l l l l l l l l l l l l l

(b) Date of the lnitial Announcement:

(c) 15-digit transaction reference number of the relevant transaction in the Form 3 which was attached in the lnitial Announcement:

l l l l l l l l l l l l l l l l

13. Remarks (if any):

Transaction Reference Number (auto-generated):

lslolsl2 1 llolol412 1 6 1 s l 6 1 7 l ol3 1

/tem 14 is to be completed by an individua/ submitting this notification form on behalf of the Substantial

Shareholder/Unitholder.

14. Particulars of Individuai submitting this notification form to the Listed lssuer: (a) Name of Individuai:

jrimothy J. Linehan

(b) Designation (if app/icable):

jHead of Operations

(c) Name of entity (if applicable):

Silchester lnternationallnvestors LLP

Compa ny:

GOLDEN-AGRI RESOURCES LTD Attention : Company Secretary

Share Class: ORD I N ARY

lssued Shares:

12,837,548,556

Address: c/o I 08 Pasir Pan jang Road,

#06-00 Golden Agri Plaza, Si ngapore 1 1 8535

Singapore

SII Ownership:

l '!59,406,700 Date: 26th February 201 5

% of Shares

9.03

distributed by