ADDENDUM DATED 9 APRIL 2021
THIS ADDENDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
If you are in doubt about the contents herein or the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately.
Unless otherwise stated, capitalised terms on this cover are defined in this Addendum under the section entitled "DEFINITIONS".
This Addendum is circulated to Shareholders of ES Group (Holdings) Limited (the "Company"), together with the Notice of 2021 AGM. The purpose of this Addendum is to provide Shareholders with relevant information relating to, and to seek Shareholders' approval for, the proposed renewal of the Share Buy- back Mandate to be tabled at the 2021 AGM to be held by way of electronic means on Tuesday, 27 April 2021 at 2.00 p.m..
The ordinary resolution proposed to be passed in relation to the proposed renewal of the Share Buy-back Mandate is set out as Ordinary Resolution 8 in the Notice of 2021 AGM.
If you have sold or transferred all your Shares held through CDP, you need not forward this Addendum with the Notice of 2021 AGM and the attached Proxy Form to the purchaser or transferee as arrangements will be made by CDP for a separate Addendum with the Notice of 2021 AGM and the attached Proxy Form to be sent to the purchaser or transferee. If you have sold or transferred all your Shares represented by physical share certificate(s), you should immediately forward this Addendum with the Notice of 2021 AGM and the attached Proxy Form to the purchaser or transferee, or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee.
This Addendum has been prepared by the Company and its contents have been reviewed by the Sponsor, ZICO Capital Pte. Ltd., in accordance with Rule 226(2)(b) of the Catalist Rules.
This Addendum has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Addendum, including the correctness of any of the statements or opinions made or reports contained in this Addendum.
The contact person for the Sponsor is Ms. Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road, #09-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.
ES GROUP (HOLDINGS) LIMITED
(Incorporated in the Republic of Singapore on 19 August 2004)
(Company Registration No. 200410497Z)
ADDENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING
IN RELATION TO
THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE
DEFINITIONS
For the purpose of this Addendum, the following definitions shall apply throughout, unless the context otherwise requires or unless otherwise stated:
"2021 AGM" | : | The AGM to be held by way of electronic means on Tuesday, | |
27 April 2021 at 2.00 p.m. | |||
"ACRA" | : | The Accounting and Corporate Regulatory Authority of Singapore | |
"Addendum" | : | This addendum to the Notice of 2021 AGM in relation to the | |
proposed renewal of the Share Buy-back Mandate | |||
"AGM" | : | The annual general meeting of the Company | |
"Annual Report 2020" | : | The Company's annual report for the financial year ended | |
31 December 2020 | |||
"Approval Date" | : | Has the meaning ascribed to it in Section 1.1 of this Addendum | |
"Associates" | : | (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 | |||
30.0% or more | |||
(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 30.0% or more | |||
"Catalist" | : | The Catalist board of the SGX-ST | |
"Catalist Rules" | : | The Listing Manual Section B: Rules of Catalist of the SGX-ST, | |
as amended, supplemented or modified from time to time | |||
"CDP" | : | The Central Depository (Pte) Limited | |
"Companies Act" | : | The Companies Act (Chapter 50) of Singapore, as amended, | |
supplemented or modified from time to time | |||
"Company" | : | ES Group (Holdings) Limited | |
"Constitution" | : | The Constitution of the Company, as amended, supplemented or | |
modified from time to time |
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"Controlling Shareholder" | : | A person who: |
(a) holds directly or indirectly 15.0% or more of the | ||
nominal amount of all voting Shares in the Company | ||
(notwithstanding, the SGX-ST may determine that a | ||
person who satisfies paragraph (a) is not a Controlling | ||
Shareholder); or | ||
(b) in fact exercises control over the Company | ||
"Council" | : | The Securities Industry Council of Singapore |
"Directors" | : | The directors of the Company as at the date of this Addendum |
"EPS" | : | Earnings per Share |
"Group" | : | The Company and its Subsidiaries |
"Latest Practicable Date" | : | 16 March 2021, being the latest practicable date prior to the |
printing of this Addendum | ||
"LPS" | : | Loss per Share |
"Market Day" | : | A day on which the SGX-ST is open for trading in securities |
"Market Purchase" | : | Has the meaning ascribed to it in Section 1.3.3 of this Addendum |
"Maximum Price" | : | Has the meaning ascribed to it in Section 1.3.4 of this Addendum |
"Notice of 2021 AGM" | : | The notice of AGM dated 9 April 2021 |
"NTA" | : | Net tangible assets |
"Off-Market Purchase" | : | Has the meaning ascribed to it in Section 1.3.3 of this Addendum |
"Proxy Form" | : | The proxy form attached to the Notice of 2021 AGM |
"Relevant Period" | : | The period commencing from the date on which the ordinary |
resolution in relation to the renewal of the proposed Share Buy- | ||
back Mandate is passed in a general meeting and expiring on | ||
the earliest of (i) the date on which the next AGM is held or is | ||
required by law to be held, (ii) the date on which the Share Buy- | ||
backs are carried out to the full extent mandated, or (iii) the date | ||
on which the authority conferred by the Share Buy-back Mandate | ||
is revoked or varied by Shareholders in a general meeting | ||
"Securities Account" | : | Securities account maintained by a Depositor with CDP, but |
does not include a securities sub-account maintained with a | ||
Depository Agent | ||
"Securities and Futures Act" | : | Securities and Futures Act (Chapter 289) of Singapore, as |
amended, supplemented or modified from time to time | ||
"SGX-ST" | : | Singapore Exchange Securities Trading Limited |
"Share Buy-back(s)" | : | The purchase(s) or acquisition(s) of Shares by the Company |
pursuant to the terms of the Share Buy-back Mandate |
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"Share Buy-back Mandate" | : | The general mandate given by Shareholders to enable the |
Company to purchase or otherwise acquire its Shares within the | ||
Relevant Period, in accordance with, and in the manner prescribed | ||
by, the Companies Act, the Constitution, the Catalist Rules and such | ||
other laws and regulations as may, for the time being, be applicable. | ||
The terms of which are set out in Section 1.3 of this Addendum | ||
"Shareholders" | : | Persons who are registered as holders of the Shares in the |
Register of Members maintained by the Company, except | ||
where the registered holder is CDP, in which case, the term | ||
"Shareholders" shall in relation to such Shares mean the | ||
Depositors whose Securities Accounts maintained with CDP are | ||
credited with the Shares | ||
"Shares" | : | Ordinary shares in the capital of the Company |
"Subsidiaries" | : | The subsidiaries of the Company |
"Substantial Shareholders" | : | A person who has an interest or interests in voting Shares in |
the Company representing not less than 5.0% of all the voting | ||
Shares in the Company | ||
"Take-over Code" | : | The Singapore Code on Take-overs and Mergers, as may be |
amended, supplemented or modified from time to time | ||
Currencies and others | ||
"S$" and "cents" | : | Singapore dollars and cents, respectively, the lawful currency of |
the Republic of Singapore | ||
"%" | : | Per centum or percentage |
The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meaning ascribed to them respectively in Section 81SF of the Securities and Futures Act.
The term "treasury shares" shall have the meaning ascribed to it in Section 4 of the Companies Act.
The term "subsidiary holdings" shall have the meaning ascribed to it in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.
Any reference in this Addendum to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any term or word defined under the Securities and Futures Act, the Companies Act, the Take-over Code, the Catalist Rules or any statutory or regulatory modification thereof and used in this Addendum shall, where applicable, have the same meaning ascribed to it under the Securities and Futures Act, the Companies Act, the Take-over Code, the Catalist Rules or any statutory or regulatory modification thereof, as the case may be, unless otherwise provided.
Any discrepancies in the figures included herein between the listed amounts and totals thereof are due to rounding. Accordingly, figures shown as totals in this Addendum may not be an arithmetic aggregation of the figures that precede them.
Any reference to a time of day and date in this Addendum is made by reference to Singapore time and date respectively, unless otherwise stated.
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ES GROUP (HOLDINGS) LIMITED
(Incorporated in the Republic of Singapore on 19 August 2004)
(Company Registration No. 200410497Z)
LETTER TO SHAREHOLDERS | |
Directors: | Registered Office: |
Ong Beng Chye (Non-Executive Chairman and Independent Director) | 8 Ubi Road 2 |
Low Chee Wee (Executive Director, Chief Executive Officer and Chief | #06-26 Zervex |
Operating Officer) | Singapore 408538 |
Eddy Neo Chiang Swee (Executive Director (Development)) | |
Joanne Khoo Su Nee (Independent Director) | |
Jens Rasmussen (Non-Executive Director) | |
9 April 2021 | |
To: The Shareholders of ES Group (Holdings) Limited | |
Dear Shareholder, |
1. THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE
-
Introduction
Shareholders' approval is being sought under Ordinary Resolution 8 of the Notice of 2021 AGM for the proposed renewal of the Share Buy-back Mandate at the 2021 AGM to be held on Tuesday, 27 April 2021 at 2.00 p.m., to enable the Company to undertake Share Buy-backs. The purpose of this Addendum is to provide Shareholders with relevant information relating to, and to seek Shareholders' approval for, the proposed renewal of the Share Buy-back Mandate at the 2021 AGM.
If the proposed renewal of the Share Buy-back Mandate is approved by Shareholders, the Share Buy-back Mandate will take effect from the date of the 2021 AGM (or adjournment thereof) ("Approval Date") and will continue in force until the date on which the next AGM is held or is required by law to be held, unless prior thereto, the Share Buy-backs are carried out to the full extent mandated or the Share Buy-back Mandate is revoked or varied by Shareholders in a general meeting. The Share Buy-back Mandate will be put to Shareholders for renewal at each subsequent AGM.
The purchase or acquisition of Shares by the Company pursuant to the Share Buy-back Mandate will have to be made in accordance with the Companies Act, the Constitution, the Catalist Rules and such other laws and regulations as may, for the time being, be applicable. The Constitution expressly permits the Company to purchase or otherwise acquire its Shares.
Shareholders are advised that the SGX-ST assumes no responsibility for the contents of this Addendum, including the correctness of any of the statements made or opinions expressed or reports contained in this Addendum. - Rationale
The Directors constantly seek to increase Shareholders' value and to improve, inter alia, the return on equity of the Group. By obtaining a Share Buy-back Mandate, the Company will have the flexibility to undertake Share Buy-backs at any time, subject to market conditions, during the period when the Share Buy-back Mandate is in force. A Share Buy-back at the appropriate price level is one of the ways through which the return on equity of the Group may be enhanced.
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