Thakral : Notice of Books Closure Date for Share Consolidation

REPL::Share Consolidation::Mandatory

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REPL::Share Consolidation::Mandatory

Issuer & Securities

Issuer/ Manager THAKRAL CORPORATION LTD

Security THAKRAL CORPORATION LTD - SG1C19013145 - T04

Announcement Details

Announcement Title Share Consolidation

Date & Time of Broadcast 29-Apr-2015 18:30:49

Status Replacement Corporate Action Reference SG150408SPLRT5MK Submitted By (Co./ Ind. Name) Anil Daryanani Designation Chief Financial Officer

Event Narrative

Narrative Type Narrative Text

Additional Text Please refer to Notice of Books Closure Date attached.

Event Dates

Record Date and Time 08/05/2015 17:00:00

Ex Date 06/05/2015

Disbursement Details

Existing Security Details

Security Debit Date 11/05/2015

Last Trading Date 05/05/2015

New Security Details

Security not found No

Fractional Disposition Method Fractional Part for Cash

Security Credit Date 11/05/2015

Distribution Ratio (New: Old) 1:20

Attachments

ThakralCorp_Annmt_ShareConso_BCD_20150429.pdf

Total size =24K

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08/04/2015 18:31:13

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(Incorporated in the Republic of Singapore on 7 October 1993) (Company Registration No. 199306606E)

PROPOSED CONSOLIDATION OF EVERY TWENTY (20) EXISTING ISSUED ORDINARY SHARES IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS OF THE COMPANY AS AT A BOOKS CLOSURE DATE TO BE DETERMINED, INTO ONE (1) ORDINARY SHARE IN THE CAPITAL OF THE COMPANY, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED - NOTICE OF BOOKS CLOSURE DATE

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

The Board of Directors (the "Board") of Thakral Corporation Ltd (the "Company") refers to: (a) its announcements dated 1 April 2015 and 8 April 2015; and (b) the circular to Shareholders dated 14 April 2015 (the "Circular"), in relation to the Proposed Share Consolidation.

2.1. NOTICE IS HEREBY GIVEN that the Register of Members and Share Transfer Books will be closed at 5.00 p.m. on 8 May 2015 (the "Books Closure Date") in order to determine the entitlements of Shareholders pursuant to the Proposed Share Consolidation.
2.2. On the Books Closure Date, every twenty (20) Existing Shares held by Shareholders will be consolidated into one (1) Consolidated Share, fractional entitlements to be disregarded. Accordingly, with effect from 9.00 a.m. on 11 May 2015, being the Market Day immediately following the Books Closure Date (the "Share Consolidation Effective Date"), every twenty (20) Existing Shares will represent one (1) Consolidated Share.
2.3. However, notwithstanding that the Proposed Share Consolidation will only become effective on the Share Consolidation Effective Date, trading in the Consolidated Shares will commence from 9.00 a.m. on the day falling three (3) Market Days before the Share Consolidation Effective Date (the "Effective Trading Date") as trades on the SGX-ST are settled on a "T+3
Market Days" settlement cycle i.e. a purchase or sale of Shares on Day T will be settled on
Day T+3 Market Days.
2.4. Accordingly, for trading purposes:
(a) trading in the Existing Shares will cease at 5.00 p.m. on 5 May 2015, being the day falling four (4) Market Days before the Share Consolidation Effective Date; and
(b) trading in the Consolidated Shares will commence from 9.00 a.m. on 6 May 2015, being the day falling three (3) Market Days before the Share Consolidation Effective Date.
2.5. On the Share Consolidation Effective Date, the Register of Members and the Depository Register will be updated to reflect the number of Consolidated Shares held by each Shareholder based on the number of Shares held by them as at the Books Closure Date. Shareholders should note that the number of Consolidated Shares which Shareholders will be entitled to, based on their holdings of Existing Shares as at the Books Closure Date, will be rounded down to the nearest whole Consolidated Share and any fractions of a Share arising from the Proposed Share Consolidation shall be disregarded. Fractions of a Consolidated
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Share arising from the Proposed Share Consolidation will be aggregated and re-purchased by the Company, and cancelled in accordance with the Memorandum and Articles of Association. Each Consolidated Share will rank pari passu in all respects with each other.

3.1. Deposit of Share Certificates with CDP
Shareholders who hold physical 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 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 twelve (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 share certificates with CDP after the Books Closure Date must first deliver their Old Share Certificates to the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01
Singapore Land Tower, Singapore 048623, for cancellation and issuance of New Share
Certificates in replacement thereof as described below.
3.2. Issue of New Share Certificates
Shareholders who have deposited their Old Share Certificates with CDP at least twelve (12) Market Days prior to the Books Closure Date need not take any action. The Company will make arrangements with CDP to effect the exchange 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, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, 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 upon receipt of any Old Share Certificates. The New Share Certificates will be sent by ordinary mail to the registered addresses of Shareholders at their own risk within ten (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 already been tendered to 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 of the Company.
3.3. Share Certificates Not Valid for Settlement of Trades on the Mainboard of the SGX-ST
Shareholders are reminded that their Old Share Certificates are no longer good for settlement of trading in the Shares on the Mainboard of the SGX-ST, 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 the Mainboard of the SGX-ST although they will continue to be prima facie evidence of legal title.

4.1. All fractional entitlements arising upon the completion of the Proposed Share Consolidation will be aggregated and re-purchased by the Company, and cancelled in accordance with the Memorandum and Articles of Association.
4.2. The Existing Shares are currently traded in board lots of 100 Shares in the ready market.
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Following the completion of the Proposed Share Consolidation, the Securities Accounts maintained with CDP of Shareholders (being Depositors) may be credited with odd lots of the Consolidated Shares (that is, lots other than board lots of 100 Consolidated Shares). Shareholders who receive odd lots of Consolidated Shares pursuant to the Share Consolidation and who wish to trade in odd lots on the SGX-ST can trade with a minimum size of one (1) Consolidated Share on the SGX-ST's unit share market. 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.
4.3. Furthermore, the Company has received approval from the SGX-ST for the setting-up of a temporary counter to allow Shareholders to trade in board lots of 1 Consolidated Share in the ready market. This temporary counter will be maintained for a period of two (2) calendar months commencing from the Effective Trading Date (the "Concessionary Period"). After the Concessionary Period, Shareholders can trade in odd lots of Consolidated Shares on the SGX-ST's unit share market.

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

The address of the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., is as follows:
Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623,
The address of CDP is as follows: The Central Depository Pte Limited
9 North Buona Vista Drive
#01-19/20
The Metropolis
Singapore 138588
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The above timeline is indicative and subject to change. Any change to the indicative timeline will be announced by the Company via SGXNET.
On behalf of the Board
Natarajan Subramaniam
Independent Non-Executive Chairman
Singapore, 29 April 2015
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