WILMAR INTERNATIONAL LIMITED ... provisions of its Articles. This is in line with Rule 730 of the Listing

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Text of WILMAR INTERNATIONAL LIMITED ... provisions of its Articles. This is in line with Rule 730 of the...

  • CIRCULAR DATED 5 APRIL 2016

    THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

    If you are in any doubt as to the course of action you should take, you should consult your legal, financial, tax or other professional adviser immediately.

    If you have sold or transferred all your shares in Wilmar International Limited (the “Company”), you should immediately forward this Circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or 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 correctness of any of the statements made, reports contained or opinions expressed in this Circular.

    WILMAR INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199904785Z)

    CIRCULAR TO SHAREHOLDERS

    IN RELATION TO

    THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

    IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 26 April 2016 at 10.30 a.m.

    Date and time of Extraordinary General Meeting : 28 April 2016 at 10.30 a.m. (or as soon as practicable thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place)

    Place of Extraordinary General Meeting : Tower Ballroom, Lobby Level, Shangri-La Hotel, 22 Orange Grove Road, Singapore 258350

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    CONTENTS

    DEFINITIONS ........................................................................................................................................................... 2

    LETTER TO SHAREHOLDERS ................................................................................................................................ 5

    1. INTRODUCTION ............................................................................................................................................ 5

    2. THE PROPOSED ADOPTION OF THE NEW CONSTITUTION ...................................................................... 6

    3. DIRECTORS’ RECOMMENDATION ............................................................................................................ 17

    4. EXTRAORDINARY GENERAL MEETING ..................................................................................................... 17

    5. ACTION TO BE TAKEN BY SHAREHOLDERS ............................................................................................. 18

    6. DIRECTORS’ RESPONSIBILITY STATEMENT ............................................................................................. 18

    7. DOCUMENTS FOR INSPECTION ................................................................................................................ 18

    APPENDIX I – THE PROPOSED AMENDMENTS TO THE MEMORANDUM ....................................................... 19

    APPENDIX II – THE PROPOSED AMENDMENTS TO THE ARTICLES ................................................................. 21

    APPENDIX III – THE PROPOSED NEW CONSTITUTION ...................................................................................... 38

    NOTICE OF EXTRAORDINARY GENERAL MEETING ........................................................................................... 72

    PROXY FORM

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    DEFINITIONS

    The following definitions shall apply throughout unless the context requires otherwise or unless otherwise stated in the Circular:-

    “ACRA” : Accounting and Corporate Regulatory Authority of Singapore

    “Act” : The Companies Act, Chapter 50 of Singapore, as may be amended or modified from time to time

    “Articles” : The existing Articles of Association of the Company

    “Board” : The board of directors of the Company as at the Latest Practicable Date

    “CDP” or “Depository” : The Central Depository (Pte) Limited or any other corporation approved by the Monetary Authority of Singapore as a depository company or corporation for the purposes of the Securities and Futures Act (Cap. 289), which operates the Central Depository System for the holding and transfer of book-entry securities

    “Circular” : This circular to Shareholders dated 5 April 2016 in relation to the Proposed Transaction

    “Companies (Amendment) Act 2014” : The Companies (Amendment) Act 2014 of Singapore

    “Company” : Wilmar International Limited

    “CPF” : Central Provident Fund

    “CPF Approved Nominees” : Agent banks included under the CPFIS

    “CPFIS” : Central Provident Fund Investment Scheme

    “Depositor” : An account holder or a Depository Agent but does not include a sub- account holder

    “Depository Agent” : A member of the SGX-ST, a trust company licensed under the Trust Companies Act (Cap. 336), a bank licensed under the Banking Act (Cap. 19), any merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186) or any other person or body approved by the Depository who or which – (a) performs services as a depository agent for sub-account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent; (b) deposits book-entry securities with the Depository on behalf of the sub-account holders; and (c) establishes an account in its name with the Depository

    “Depository Register” : A register maintained by the Depository in respect of book-entry securities

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    DEFINITIONS

    “Directors” : The directors of the Company as at the Latest Practicable Date

    “EGM” : The extraordinary general meeting of the Company, notice of which is set out on page 72 of this Circular

    “Existing Constitution” : The Memorandum and Articles

    “Latest Practicable Date” : 22 March 2016

    “Listing Manual” : The listing manual of the SGX-ST, as may be amended or modified from time to time

    “Market Day” : A day on which the SGX-ST is open for securities trading

    “Memorandum” : The existing Memorandum of Association of the Company

    “New Constitution” : The amended Memorandum and the amended Articles as set out in Appendix III of this Circular proposed to be adopted by the Company

    “Notice of EGM” : The notice of EGM as set out on page 72 of this Circular

    “Proposed Transaction” : The proposed adoption of the New Constitution

    “Proxy Form” : The proxy form in respect of the EGM as set out in this Circular

    “Registrar” : The Registrar of Companies appointed under the Act and includes any Deputy or Assistant Registrar of Companies

    “Securities Account” : The securities account maintained by a Depositor with CDP but does not include a securities sub-account maintained with a Depository Agent

    “SGX-ST” : Singapore Exchange Securities Trading Limited

    “Shareholders” : The registered holders of Shares except that where the registered holder is CDP, the term “Shareholders” shall, in relation to such Shares and where the context admits, mean the persons named as Depositors in the Depository Register maintained by CDP and whose Securities Accounts maintained with CDP are credited with such Shares

    “Shares” : Ordinary shares in the capital of the Company

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    “Special Resolution” : The resolution as set out in the Notice of EGM to be passed by way of special resolution

    “S$” and “cents” : Singapore dollars and cents respectively, the lawful currency of the Republic of Singapore

    “%” or “per cent.” : Percentage or per centum

    The term “Treasury Shares” shall have the meaning ascribed to it in Section 4 of the Act.

    Words denoting the singular shall, where applicable, include the plural and vice versa and words denoting 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 Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word or term defined under the Act or the Listing Manual or any statutory modification thereof, and used in this Circular shall, where applicable, have the meaning assigned to it under the Act or the Listing Manual or any such statutory modification thereof, as the case may be, unless otherwise provided.

    Any reference to a time of day and dates in this Circular shall be a reference to Singapore time and dates, unless otherwise stated.

    DEFINITIONS

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    LETTER TO SHAREHOLDERS

    WILMAR INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199904785Z)

    Directors:- Registered Office:-

    Kuok Khoon Hong Martua Sitorus Pua Seck Guan Kuok Khoon Chen Kuok Khoon Ean Juan Ricardo Luciano George Yong-Boon Yeo Yeo Teng Yang Tay Kah Chye Kwah Thiam Hock Kishore Mahbubani

    56 Neil Road Singapore 088830

    5 April 2016 To: The Shareholders of Wilmar International Limited

    Dear Sir/Madam,

    THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

    1. INTRODUCTION

    1.1 The Directors are convening an EGM to seek Shareholders’ approval for the Proposed Transaction to take into account:

    (a) the changes in the Listing Manual from th