VIBRANT GROUP LIMITED -
INTRODUCTION
The Board of Directors (the 'Board') of Vibrant Group Limited (the 'Company') refers to the announcements made by the Company on 30 June 2015 and 24 July 2015 and the circular to shareholders of the Company dated 3 August 2015 (the 'Circular') in relation to the Proposed Share Consolidation.
Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Circular.
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NOTICE OF BOOKS CLOSURE DATE
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NOTICE IS HEREBY GIVEN that the Register of Members of the Company will be closed at
5.00 p.m. on 21 October 2015 ('Books Closure Date') in order to determine the entitlements of the Shareholders to the Consolidated Shares for purposes of the Proposed Share Consolidation.
After the Books Closure Date, every five (5) existing Shares registered in the name of each Shareholder as at the Books Closure Date will be consolidated to constitute one (1) Consolidated Share, fractional entitlements to be disregarded. The Register of Members of the Company and the Depository Register will be updated to reflect the number of Consolidated Shares held by the Shareholders and Depositors based on their shareholdings in the Company as at the Books Closure Date.
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Shareholders should note that the number of the Consolidated Shares which they will be entitled to pursuant to the Proposed Share Consolidation, based on their holdings of the Shares at the Books Closure Date, will be rounded down to the nearest whole Consolidated Share and any fractions of Consolidated Shares arising from the Proposed Share Consolidation will be aggregated and dealt with in such manner as the Board may, in its absolute discretion, deem fit in the interest of the Company. Each Consolidated Share will rank pari passu with each other, and will be traded in board lots of one hundred (100) Consolidated Shares.
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SHARE CERTIFICATES
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Deposit of Share Certificates with CDP
Shareholders who hold physical share certificates for the existing Shares in their own names ('Old Share Certificates') and who wish to deposit the same with The Central Depository (Pte) Limited ('CDP') and have their Consolidated Shares credited to their securities accounts maintained with CDP must deposit their Old Share Certificates with CDP, 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, at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 80 Robinson Road #02-00, Singapore 068898 for cancellation and issuance of New Share Certificates in replacement thereof as described below. The New Share Certificates will be sent by ordinary mail to the registered addresses of the Shareholders at their own risk within ten (10) Market Days from the Books Closure Date or the date or receipt of the Old Share Certificates, whichever is later.
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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, at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 80 Robinson Road #02-00, Singapore 068898 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 are to deliver their respective Old Share Certificates to the Company's Share Registrar or CDP in accordance with the provisions set out above.
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.
- Share Certificates Not Valid for Settlement of Trades on the Mainboard of the SGX-ST
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TRADING ARRANGEMENTS FOR THE SHARES
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Trading Arrangements for the Consolidated Shares
The Shares will be trading in board lots of one hundred (100) Consolidated Shares with effect from 9.00 a.m. on 19 October 2015 ('Effective Trading Date'). Accordingly, five (5) existing Shares as at 5.00 p.a. on the Market Day immediately preceding the Effective Trading Date will represent one (1) Consolidated Share with effect from 9.00 a.m. on the Effective Trading Date. Trading in the Existing Shares will cease after 5.00 p.m. on the Market Day immediately preceding the Effective Trading Date.
- Trading Arrangements for Odd Lots
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INDICATIVE TIMETABLE
The table below sets out the indicative timetable for the Proposed Share Consolidation.
Time and Date
Event
13 October 2015 (Tuesday)
Announcement of the Notice of Books Closure Date
5.00 p.m. on 16 October 2015 (Friday)
Last day of trading of shares on pre-consolidated basis
9.00 a.m. on 19 October 2015 (Monday)
Effective Trading Date (i.e. commencement of trading of consolidated Shares)
5.00 p.m. on 21 October 2015 (Wednesday)
Books Closure Date
9.00 a.m. on 22 October 2015 (Thursday)
Effective Date of the Share Consolidation
The above timeline is indicative and subject to change. Any change to the indicative timeline will be announced by the Company via SGXNET.
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CONTACT INFORMATION
The address of the Share Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) is as follows:-
Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) 80 Robinson Road #02-00
Singapore 068898
The address of CDP is as follows:-
Shareholders are reminded that their physical share certificates are not valid 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.
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 interests of the Company. Fractional shares will be rounded down and cancelled and affected Shareholders will not be paid for the fractional shares which have been cancelled and not issued.
The Shares are currently traded in board lots of one hundred (100) Shares. 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 one hundred (100) Consolidated Shares). Shareholders who receive odd lots of Consolidated
Shares pursuant to the Proposed Share Consolidation and who wish to trade in odd lots on the SGX-ST should note that they may do so on the Unit Share Market set up by the SGX-ST to enable trading in odd lots, with a minimum size of one (1) share, and in any quantity less than one (1) board lot of the underlying shares in the ready market.
The Central Depository (Pte) Limited 9 North Buona Vista Drive
#01-19/20 The Metropolis Singapore 138588
Eric Khua Kian Keong Executive Director and CEO 13 October 2015
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