CIRCULAR DATED 6 APRIL 2023
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
If you are in any doubt as to the action you should take, you should consult your stockbroker or other professional adviser immediately.
If you have sold or transferred all your shares in the capital of The Straits Trading Company Limited (the "Company"), you should immediately forward this Circular together with the Notice of Annual General Meeting and the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
Singapore Exchange Securities Trading Limited assumes no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed in this Circular.
Please refer to section 6 of this Circular and the Notice of Annual General Meeting for further information, including the steps to be taken by Shareholders to participate at the Annual General Meeting. The Notice of Annual General Meeting may also be accessed on the SGX website at https://www.sgx.com/securities/company-announcements and the Company's website at https://www.straitstrading.com.sg.
Shareholders should note that the Company may make further changes to its Annual General Meeting arrangements and are therefore advised to regularly check the Company's website and SGXNet for updates.
THE STRAITS TRADING COMPANY LIMITED
(Company Registration No.: 188700008D)
(Incorporated in Singapore)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE
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TABLE OF CONTENTS | ||
DEFINITIONS | 2 | |
1. | INTRODUCTION | 6 |
2. | THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE | 6 |
3. | INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS | 20 |
4. | DIRECTORS' RECOMMENDATION | 21 |
5. | ANNUAL GENERAL MEETING | 21 |
6. | ACTION TO BE TAKEN BY SHAREHOLDERS | 21 |
7. | INSPECTION OF DOCUMENTS | 23 |
8. | DIRECTORS' RESPONSIBILITY STATEMENT | 24 |
1
DEFINITIONS
In this Circular, the following definitions shall apply throughout unless the context otherwise requires or unless otherwise stated:
"AGM" | : | The annual general meeting of the Company to be held on | |
28 April 2023 at 11.00 a.m.. | |||
"Annual Report" | : | The annual report of the Company for the financial year | |
ended 31 December 2022. | |||
"Associate" | : | (a) In relation to any director, chief executive officer, | |
Substantial Shareholder or Controlling Shareholder | |||
(being an individual) means: | |||
(i) | his immediate family; | ||
(ii) the trustees of any trust of which he or his | |||
immediate family is a beneficiary or, in the case | |||
of a discretionary trust, is a discretionary object; | |||
and | |||
(iii) | any company in which he and his immediate | ||
family together (directly or indirectly) have an | |||
interest of 30% or more; and | |||
(b) in | relation to a Substantial Shareholder or a | ||
Controlling Shareholder (being a company) means | |||
any other company which is its subsidiary or holding | |||
company or is a subsidiary of such holding company | |||
or one in the equity of which it and/or such other | |||
company or companies taken together (directly or | |||
indirectly) have an interest of 30% or more. | |||
"Average Closing Price" | : | Has the meaning ascribed to it in paragraph 2.3.4 of this | |
Circular. | |||
"CDP" | : | The Central Depository (Pte) Limited. | |
"Circular" | : | This circular to Shareholders dated 6 April 2023. | |
"Companies Act" | : | The Companies Act 1967, as amended, modified or | |
supplemented from time to time. | |||
"Company" | : | The Straits Trading Company Limited. | |
"concert parties" | : | Has the meaning ascribed to it in paragraph 2.9.2 of this | |
Circular. | |||
"Constitution" | : | The constitution of the Company, as amended, modified or | |
supplemented from time to time. |
2
"Control" | : | The capacity to dominate decision-making, directly or |
indirectly, in relation to the financial and operating policies | ||
of a company. | ||
"Controlling Shareholder" | : | A person who: |
(a) holds directly or indirectly 15% or more of the total | ||
voting rights in a company. The SGX-ST may | ||
determine that a person who satisfies this paragraph | ||
is not a Controlling Shareholder; or | ||
(b) in fact exercises Control over the Company. | ||
"Court" | : | The High Court of the Republic of Singapore or a judge |
thereof. | ||
"CPF Board" | : | Central Provident Fund Board. |
"day of the making of the | : | Has the meaning ascribed to it in paragraph 2.3.4 of this |
offer" | Circular. | |
"Director" | : | A director of the Company for the time being. |
"EPS" | : | Earnings per Share. |
"Group" | : | The Company and its subsidiaries. |
"Latest Practicable Date" | : | 28 February 2023, being the latest practicable date prior to |
the printing of this Circular. | ||
"Listing Manual" | : | The listing manual of the SGX-ST, as amended, modified or |
supplemented from time to time. | ||
"Market Day" | : | A day on which the SGX-ST is open for trading in |
securities. | ||
"Market Purchases" | : | Has the meaning ascribed to it in paragraph 2.3.3 of this |
Circular. | ||
"Maximum Price" | : | Has the meaning ascribed to it in paragraph 2.3.4 of this |
Circular. | ||
"Notice of AGM" | : | The notice of AGM sent out by the Company to the |
Shareholders on 6 April 2023. | ||
"NTA" | : | Net tangible assets. |
"Off-Market Purchases" | : | Has the meaning ascribed to it in paragraph 2.3.3 of this |
Circular. | ||
"Proxy Form" | : | The proxy form enclosed with the Notice of AGM. |
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The Straits Trading Company Limited published this content on 06 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2023 07:15:04 UTC.