Singapore edevelopment Limited (Company registration no W) (Incorporated in Singapore)

Transcription

1 CIRCULAR DATED 7 OCTOBER 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT ABOUT ITS CONTENTS OR THE ACTION THAT YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. The securities offered are issued by an entity whose shares are listed for quotation on the Catalist board of the Singapore Exchange Securities Trading Limited (the SGX-ST ) (the SGX Catalist ). If you have sold or transferred all your issued and fully paid-up ordinary shares in the capital of Singapore edevelopment Limited (the Company ) represented by physical share certificate(s), you should forward this Circular together with the Notice of Extraordinary General Meeting and the enclosed Proxy Form immediately to the purchaser or the transferee or to the stockbroker, bank or agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee. The ordinary shares of the Company are listed for quotation on the Catalist. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the SGX-ST Main Board. In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). This Circular has been prepared by the Company and its contents have been reviewed by the Company s sponsor, Hong Leong Finance Limited (the Sponsor ), for compliance with the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this Circular. This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. The SGX-ST has not in any way considered the merits of the securities being offered for investment. The contact person for the Sponsor is Mrs Joan Ling, Senior Vice President, Head of Corporate Finance, at 16 Raffles Quay, #40-01A Hong Leong Building, Singapore , telephone (65) Singapore edevelopment Limited (Company registration no W) (Incorporated in Singapore) CIRCULAR TO SHAREHOLDERS in relation to (1) PROPOSED CONSOLIDATION OF EVERY ONE HUNDRED (100) 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; (2) PROPOSED ADOPTION OF THE SINGAPORE EDEVELOPMENT LIMITED PERFORMANCE SHARE PLAN; AND (3) PROPOSED PARTICIPATION OF MR. CHAN HENG FAI, A CONTROLLING SHAREHOLDER, IN THE PROPOSED SINGAPORE EDEVELOPMENT LIMITED PERFORMANCE SHARE PLAN. IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : 21 October 2014 at a.m. Date and time of Extraordinary General Meeting : 23 October 2014 at a.m. Place of Extraordinary General Meeting : Pan Pacific Singapore, Ocean 4, Level 2, 7 Raffles Boulevard, Marina Square Singapore

2 CONTENTS Page DEFINITIONS... 3 LETTER TO SHAREHOLDERS 1. INTRODUCTION THE PROPOSED SHARE CONSOLIDATION THE PROPOSED ADOPTION OF SINGAPORE EDEVELOPMENT LIMITED PERFORMANCE SHARE PLAN THE PROPOSED PARTICIPATION OF MR CHAN HENG FAI, A CONTROLLING SHAREHOLDER, IN THE PROPOSED SINGAPORE EDEVELOPMENT LIMITED PERFORMANCE SHARE PLAN DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS NOTICE OF BOOKS CLOSURE DATE ABSTENTION FROM VOTING DIRECTORS RECOMMENDATIONS EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX RULES OF SINGAPORE EDEVELOPMENT LIMITED PERFORMANCE SHARE PLAN NOTICE OF EXTRAORDINARY GENERAL MEETING

3 DEFINITIONS The following definitions apply throughout this Circular unless otherwise stated: Companies within the Group CCM Property : CCM Property Pte. Ltd., a wholly owned subsidiary of the Company incorporated in Singapore on 2 August 2013 Company : Singapore edevelopment Limited Group : The Company and its Subsidiaries collectively Subsidiary : A company which is for the time being a subsidiary of the Company, as defined by Section 5 of the Companies Act Other Corporations and Agencies ACRA : Accounting and Corporate Regulatory Authority Auditors : The auditors of the Company for the time being Authority or MAS : The Monetary Authority of Singapore CDP : The Central Depository (Pte) Limited SGX-ST : Singapore Exchange Securities Trading Limited SGXNET : Singapore Exchange Network, a system network used by listed companies in sending information and announcements to the SGX-ST or any other system networks prescribed by the SGX-ST Share Registrar : Boardroom Corporate & Advisory Services Pte. Ltd. Sponsor : Hong Leong Finance Limited, the sponsor of the Company General AGM : Annual general meeting of the Company Articles : The Articles of Association of the Company Associate : (a) In relation to any Director, chief executive officer, Substantial Shareholder or Controlling Shareholder (being an individual) means: (i) (ii) (iii) his immediate family; 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 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 3

4 DEFINITIONS which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more Audit and Risk Management : The audit and risk management committee of the Company for Committee the time being, unless otherwise stated Award : A contingent award of Shares granted under the Plan Award Shares : The Shares which may be allotted or issued, or transferred from treasury, from time to time to a Participant pursuant to the vesting of the Awards granted under the Plan Board or Directors : The board of Directors of the Company for the time being, unless otherwise stated Board Committees : The board committees of the Company, comprising the Audit and Risk Management Committee, the Nominating Committee, the Remuneration Committee and the Investment Committee Bonus Warrants : The 1,711,300,000 free and transferrable warrants in registered form issued by the Company to the Shareholders on 2 January As at the Latest Practicable Date, there were 1,095,511,000 outstanding Bonus Warrants Books Closure Date : The time and date to be determined by the Directors at and on which the Register of Members and the Share Transfer Books of the Company will be closed to determine the entitlements of Shareholders to the Consolidated Shares under the Proposed Share Consolidation Business Day : A day on which the banks in Singapore are open for business (excluding Saturdays, Sundays and gazetted public holidays) Catalist : The sponsor-supervised listing platform of the SGX-ST Catalist Rules : The SGX-ST Listing Manual (Section B: Rules of Catalist), as amended or modified from time to time Circular : This circular to Shareholders dated 7 October 2014 Code : The Singapore Code on Take-overs and Mergers, as amended or modified from time to time Committee : The Remuneration Committee of the Company, or such other committee comprising Directors duly authorised and appointed by the Board of Directors to administer the Plan Companies Act : The Companies Act, Chapter 50 of Singapore, as may be amended or modified from time to time Controlling Shareholder : A Shareholder who: (a) (b) holds directly or indirectly fifteen per cent. (15%) or more of the nominal amount of the Shares in the Company; or in fact exercises control over the Company 4

5 DEFINITIONS Consolidated Shares : Consolidated ordinary shares in the capital of the Company after completion of the Proposed Share Consolidation Convertible Securities : Consists of Bonus Warrants, Piggyback Warrants, Share Options and Exchangeable Notes Effective Trading Date : The date on which the Shares will trade on the Catalist in board lots of 1,000 Consolidated Shares Diversification Circular : The circular dated 28 October 2013 despatched by the Company to Shareholders to provide Shareholders with information in relation to, inter alia, the exchangeable notes issued by CCM Property EGM : The extraordinary general meeting of the Company, to be held on 23 October 2014 for the purposes of considering and, if thought fit, passing with or without modifications, the Proposed Resolutions EPS : Earnings per Share Exchangeable Notes : The 18% exchangeable notes of up to S$5,000,000 in principal amount due in For further details on the Exchangeable Notes, please refer to the Diversification Circular and the announcements of the Company dated 30 January 2014 and 24 February 2014 Executive Director : A director of the Company who performs an executive function Existing Issued Share Capital : The existing issued and paid-up share capital of the Company comprising 28,529,908,040 Shares as at the Latest Practicable Date Existing Shares : Ordinary shares in the capital of the Company prior to the Proposed Share Consolidation FRS : Singapore Financial Reporting Standards FY : Financial year ended or ending 31 December, as the case may be, unless otherwise stated Grant Date : In relation to an Award, the date on which the Award is granted Group : The Company and its Subsidiaries collectively Group Employee : An employee of the Group (including any Executive Director, any Director who is a Controlling Shareholder, any Director who is an Associate of a Controlling Shareholder) selected by the Committee to participate in the Plan in accordance with Rule of the Plan Independent Directors : The independent directors of the Company, namely, Mr Basil Chan, Mr Chan Yu Meng and Mr Tao Yeoh Chi 5

6 DEFINITIONS Independent Shareholders : Shareholders who are deemed to be independent for the purposes of the proposed adoption of Singapore edevelopment Limited Performance Share Plan, namely Shareholders other than Shareholders who are Participants and Shareholders who are Associates of the Participants Investment Committee : The investment committee of the Company for the time being, unless otherwise stated Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 30 September 2014 Market Day : A day on which the SGX-ST is open for trading in securities Memorandum : The Memorandum of Association of the Company New Shares : The new Shares which may be allotted and issued from time to time pursuant to an Award under the Plan Non-Executive Director : A director (including an independent director) of the Company, as the case may be, who is not an Executive Director Notice of EGM : The notice of EGM which is on page 42 of this Circular Nominating Committee : The nominating committee of the Company for the time being, unless otherwise stated NAV : Net asset value NTA : Net tangible assets NTL : Net tangible liabilities Participant : The person(s) who has been granted an Award pursuant to the Plan Performance Condition : In relation to performance-related Award, the condition specified on the Grant Date in relation to that Award Piggyback Warrants : The free and transferrable in registered form issued by the Company pursuant to a valid exercise of the Bonus Warrants. The basis of allotment for the Piggyback Warrants is one (1) Piggyback Warrant for every one (1) Bonus Warrant validly exercised. As at the Latest Practicable Date, there were 171,607,000 outstanding Piggyback Warrants Plan or Singapore edevelopment : Limited Performance Share Plan The proposed share performance plan, as modified or altered from time to time Proposed Resolutions : The resolutions as set out in the Notice of EGM on page 42 of this Circular for which the Directors are seeking Shareholders approval Proposed Share Consolidation : The proposed consolidation of every one hundred (100) Existing Shares held by Shareholders as at the Books Closure Date into one (1) Consolidated Share, fractional entitlements to be disregarded 6

7 DEFINITIONS Proxy Form : The proxy form in respect of the EGM enclosed in this Circular PRC : The People s Republic of China Record Date : In relation to any dividends, rights allotment or other distributions, the date as at the close of business (or such other time as may have been notified by the Company) on which the Shareholders must be registered with the Company or with CDP, as the case may be, in order to participate in such dividends, rights, allotments or other distributions Register of Members : The register of members of the Company Remuneration Committee : The remuneration committee of the Company for the time being, unless otherwise stated Scheme or CCM Share Option : The employee share option scheme of the Company, as amended Scheme or modified from time to time Securities Account : Securities account maintained by a Depositor with CDP but does not include a securities sub-account maintained with a Depository Agent SFA : The Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time Share Options : Share options granted under the CCM Share Option Scheme on 31 December For details on the Share Options, please refer to the Company s announcement dated 31 December 2013 Shareholders : Registered holders of Shares in the Register of Members of the Company or, where CDP is the registered holder, the term Shareholders shall, in relation to such Shares and where the context admits, mean the Depositors whose Securities Accounts are credited with those Shares. Any reference to Shares held by or shareholdings of Shareholders shall include Shares standing to the credit of their respective Securities Account Shareholders Approval : The approval of the Shareholders for any or all the Proposed Resolutions, as the case may be Shares : Ordinary shares in the capital of the Company, and each a Share Substantial Shareholder : A person, who has an interest (direct or indirectly) in the voting Shares (excluding treasury shares) in the Company, and the total votes attached to that Share, or those Shares, represent not less than five per cent. (5.0%) of all the voting Shares Treasury Shares : Treasury Shares shall have the meaning ascribed to it in Section 4 of the Companies Act Vesting Period : In relation to an Award, a period or periods, the duration of which is to be determined by the Committee at the date of the grant of the Award 7

8 DEFINITIONS Currencies, Units and Others S$ and cents : Singapore dollars and cents, respectively, being the lawful currency of Singapore % or per cent. : Per centum or percentage The term Depositor, Depository Agent and Depository Register shall have the same meanings ascribed to them respectively in Section 130A of the Companies Act. The term subsidiary shall have the meaning ascribed to it in Section 5 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. A person shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference to the time of day or date in this Circular shall be a reference to Singapore time and dates unless otherwise stated. Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the SFA or the Catalist Rules or such statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Companies Act, SFA, or the Catalist Rules or such statutory modification thereof, as the case may be, unless otherwise provided. Any discrepancies in figures included in this Circular between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them. 8

9 LETTER TO SHAREHOLDERS SINGAPORE EDEVELOPMENT LIMITED (Company Registration Number: W) (Incorporated in Singapore) Directors: Registered Office: Basil Chan (Independent and Non-Executive Chairman) 9 Temasek Boulevard #09-02A, Chan Heng Fai (Executive Director and Chief Executive Officer) Suntec Tower Two, Teh Wing Kwan (Non-Executive Director) Singapore Tao Yeoh Chi (Independent Director) Chan Yu Meng (Independent Director) 7 October 2014 To: The Shareholders of Singapore edevelopment Limited Dear Sir/Madam, 1. INTRODUCTION 1.1. EGM The Directors are convening an EGM to be held on 23 October 2014 to seek Shareholders approval in relation to: (1) the proposed consolidation of every one hundred (100) 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 ( Resolution 1 ); (2) the proposed adoption of the Singapore edevelopment Limited Performance Share Plan ( Resolution 2 ); and (3) the proposed participation of Mr. Chan Heng Fai, a Controlling Shareholder, Executive Director and CEO of Singapore edevelopment Limited, in the proposed Singapore edevelopment Limited Performance Share Plan ( Resolution 3 ). (collectively, the Proposed Resolutions) Circular to Shareholders The purpose of this Circular is to provide Shareholders with information relating to, and to seek Shareholders approval for the Proposed Resolutions to be tabled at the EGM, the notice of which is set out on page 42 of this Circular. This Circular has been prepared solely for the purpose set out herein and may not be relied upon by any persons (other than Shareholders) nor for any other purpose. The SGX-ST takes no responsibility for the accuracy or correctness of any statements or opinions made, or reports contained in this Circular. 2. THE PROPOSED SHARE CONSOLIDATION 2.1. Basis of the Proposed Share Consolidation On 25 September 2014, the Company announced that it is proposing to seek Shareholders approval to undertake a share consolidation of every one hundred (100) Existing Shares held by Shareholders as at a Books Closure Date into one (1) Consolidated Share, fractional entitlements to be disregarded. Each Consolidated Share will rank pari passu in all respects with each other. The Consolidated Shares will be traded in board lots of 1,000 Consolidated Shares. 9

10 LETTER TO SHAREHOLDERS As at the Latest Practicable Date, the Company has an issued and paid-up share capital of 28,529,908,040 Shares. Following the Proposed Share Consolidation, the Company will have an issued share capital of approximately 285,299,080 Consolidated Shares (subject to rounding). 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 Share arising from 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. The Proposed Share Consolidation will have no impact on the issued and paid-up share capital of the Company. The Proposed Share Consolidation will not involve the diminution of any liability in respect of unpaid capital or the payment to any Shareholder of any paid-up capital of the Company, and has no effect on the shareholders funds of the Company and its subsidiaries. Shareholders will not be required to make any payment to the Company in respect of the Proposed Share Consolidation. The Proposed Share Consolidation will not cause any changes to the percentage shareholding of each Shareholder, other than non-material changes due to rounding. For illustrative purposes, the closing market price of the Shares on the Latest Practicable Date on which the Shares were traded on the SGX-ST is S$0.001 and upon completion of the Proposed Share Consolidation, the theoretical share price of each Consolidated Share is S$ Rationale for the Proposed Share Consolidation The Board believes that the Proposed Share Consolidation will generally be beneficial to the Company and its Shareholders for the following reasons: (a) Reduction of the Magnitude of Volatility of the Share Price For the past six (6) calendar months prior to the Latest Practicable Date, the absolute price of the Shares had traded in a range of between S$0.001 and S$ The highest and lowest closing market prices for each month and the transacted volume of the Shares traded on the Catalist for each month, for the period from 1 March 2014 to the Latest Practicable Date, are as follows: Volume of traded Highest Price (S$) Lowest Price (S$) Shares ( million) March April May June July August September ,680 to the Latest Practicable Date Source: Bloomberg Finance LP. 10

11 LETTER TO SHAREHOLDERS As share trading may involve certain minimum fixed expenses (such as minimum brokerage fees), low traded Share prices translate to higher transaction costs, relative to the trading price, for each trading of one board lot of Shares. In addition, the low traded Share price may encourage speculation in the Shares, which may result in excessive Share price volatility. The Board therefore believes that the Proposed Share Consolidation may serve to reduce the fluctuation in magnitude of the Company s market capitalisation, reduce the percentage transaction cost for trading in each board lot of Shares and reduce the bid/ask price spreads of Shares currently being observed between 30% to 50% to approximately 1%. Eventually, this will help to enhance trading liquidity of the Company s Shares. (b) Increase in the Market Interest and Attractiveness of the Company and its Shares The Proposed Share Consolidation will rationalise the share capital of the Company by reducing the number of Shares outstanding resulting in a corresponding increase in the calculation of theoretical trading price per Consolidated Share and net tangible assets per Consolidated Share. The Proposed Share Consolidation may also increase the profile of the Company amongst the institutional investors and the coverage of the Company amongst research houses and fund managers. However, Shareholders should note that there is no assurance that the Proposed Share Consolidation will achieve the desired results, nor is there assurance that such results (if achieved) can be sustained in the longer term Approvals and Conditions The Proposed Share Consolidation is subject to the approval of Shareholders by ordinary resolution at the EGM as well as SGX granting approval for the listing and quotation for all the Consolidated Shares on the Official List of the SGX-ST. Subject to the approval of the Proposed Share Consolidation by Shareholders at the EGM, an announcement will be made by the Company to notify Shareholders in due course of the Books Closure Date and the date on which the Shares will trade on Catalist in board lots of 1,000 Consolidated Shares ( Effective Trading Date ) Updating of Register of Members and Depository Register for the Consolidated Shares If Shareholders at the EGM approve the Proposed Share Consolidation, Shareholders entitlements to the Consolidated Shares will be determined on the Books Closure Date, based on their Shareholdings as at 5.00 p.m. on such date. The Register of Members and the Depository Register will be updated to reflect the number of Consolidated Shares held by Shareholders upon completion of the Proposed Share Consolidation, and the Shares will begin trading in board lots of 1,000 Consolidated Shares on the Effective Trading Date 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 for cancellation and issuance of New Share Certificates in replacement thereof as described below. 11

12 LETTER TO SHAREHOLDERS 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 , 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. Shareholders shall deliver their respective Old Share Certificates to the Share Registrar or CDP in accordance with the provisions set out above, only after the Company s announcement of the Books Closure Date Share Certificates Not Valid for Settlement of Trades on Catalist Shareholders are reminded that their Old Share Certificates are no longer good for settlement of trading in the Shares on 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 Catalist although they will continue to be prima facie evidence of legal title Trading Arrangements for the Shares and Odd Lots Trading Arrangement for the Shares Subject to the approval of the Proposed Share Consolidation by Shareholders at the EGM, with effect from 9.00 a.m. on the Effective Trading Date, trading in the Shares will be in board lots of 1,000 Consolidated Shares. Accordingly, one hundred (100) Existing Shares as at 5.00 p.m. 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 Arrangement for Odd Lots All fractional entitlements arising upon the completion 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. The Existing Shares are currently traded in board lots of 1,000 Shares in the ready market. 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 1,000 Consolidated Shares). 12

13 LETTER TO SHAREHOLDERS 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 the unit share market has been setup to allow trading in odd lots with a minimum size of one (1) Consolidated Share on the SGX-ST. 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 Financial Effects of the Proposed Share Consolidation For illustration purposes only and based on the Company s audited consolidated financial statements for the financial year ended 31 December 2013 ( FY2013 ), the financial effects of the Proposed Share Consolidation on the Group and/or the Company are set out below Assumptions For the purpose of this section 2.6, the following assumptions apply: (a) (b) (c) (d) the pro forma financial effects of the Proposed Share Consolidation on the share capital, NTA per Share and EPS the Group and/or the Company are set out below and are prepared purely for illustration only and do not reflect the actual future financial situation of the Group and/or the Company after the completion of the Proposed Share Consolidation. The pro forma financial effects have been computed based on the FY2013 audited financial statements; the number of Shares for the financial effects relating to the NTA / NTL per Share and the share capital of the Group and/or the Company are based on 171,220,000 issued Shares (excluding treasury shares) as at 31 December 2013; assume that 28,357,688,040 new shares issued post 31 December 2013 up to Last Practicable Date arising from exercise of Bonus Warrants, Piggyback Warrants, Rights Shares and Bonus Shares were issued on 31 December 2013 for computing the financial effects on NTA / NTL and 1 January 2013 for loss per share ( LPS ), respectively; there is no issuance of Shares from any of the Convertible Securities Share Capital As at 31 December 2013 As at Latest Practicable Date After the After the Proposed Share Proposed Share Before the Consolidation Before the Consolidation Proposed Share (100 Existing Proposed Share (100 Existing Consolidation Shares / 1 Consolidation Shares / 1 (1 Existing Consolidated (1 Existing Consolidated Share) Share) Share) Share) Issued and 15,808,782 15,808,782 67,499,250 67,499,250 paid up capital (S$) Number of 171,220,000 1,712,200 28,529,908, ,299,080 Shares 13

14 LETTER TO SHAREHOLDERS NTA ( Net Tangible Assets ) / NTL ( Net Tangible Liabilities ) As at 31 December 2013 As at Latest Practicable Date After the After the Proposed Share Proposed Share Before the Consolidation Before the Consolidation Proposed Share (100 Existing Proposed Share (100 Existing Consolidation Shares / 1 Consolidation Shares / 1 (1 Existing Consolidated (1 Existing Consolidated Share) Share) Share) Share) NTA/(NTL) (S$) (11,819,416) (11,819,416) 39,871,052 39,871,052 Number of 171,220,000 1,712,200 28,529,908, ,299,080 Shares NTA/(NTL) per (6.90) (690.31) Share (cents) LPS ( Loss Per Share ) FY2013 As at Latest Practicable Date After the After the Proposed Share Proposed Share Before the Consolidation Before the Consolidation Proposed Share (100 Existing Proposed Share (100 Existing Consolidation Shares / 1 Consolidation Shares / 1 (1 Existing Consolidated (1 Existing Consolidated Share) Share) Share) Share) Loss attributable (22,420,312) (22,420,312) (22,420,312)^ (22,420,312)^ to Shareholders (S$) Weighted 139,291,000 1,392,910 28,496,979, ,969,790 average number of Shares for LPS LPS (cents) (16.10) (1,609.60) (0.08) (7.87) Note: ^ Losses attributable to Shareholders are as at 31 December Gearing The Proposed Share Consolidation will not affect the gearing of the Company and the Group Adjustments to the Convertible Securities As a result of the Proposed Share Consolidation, the exercise price and number of the Bonus Warrants, Piggyback Warrants, and Share Options, and the exchange price of the Exchangeable Notes, may be adjusted in accordance with the respective terms and conditions of the Bonus Warrants, Piggyback Warrants, Share Options and Exchangeable Notes. Further announcement(s) will be made by the Company in respect of such adjustments as and when appropriate. 14

15 LETTER TO SHAREHOLDERS 3. THE PROPOSED ADOPTION OF SINGAPORE EDEVELOPMENT LIMITED PERFORMANCE SHARE PLAN 3.1. Rationale for the Singapore edevelopment Limited Performance Share Plan Currently the Company has in place the existing share option scheme (the Scheme ), which was adopted on 20 November 2013 to provide an opportunity for employees who have contributed significantly to the growth and performance of the Group, as well as Directors who satisfy the eligibility criteria, to participate in the equity of the Company. The Company has undertaken a review of employee remuneration and benefits and wishes to introduce a new compensation plan called Singapore edevelopment Limited Performance Share Plan (the Plan ) that will promote higher performance goals, recognise exceptional achievement and retain talents within the Group. The Plan, which forms an integral and important component of a compensation plan, is designed to reward and retain the Group Employees and Group Executive Directors whose services are vital to the well-being and success of the Group. The Plan contemplates the award of fully-paid Shares to Participants after certain pre-determined benchmarks have been met. The Company believes that the Plan will be more effective and rewarding than pure cash bonuses in motivating employees to work towards pre-determined goals of the Company. The Company believes that attracting and retaining outstanding individuals as employees is paramount to the Group s long-term objective of achieving continuous growth, expansion and profitability in its business and operations. It is hoped that through the implementation of the Plan concurrently with the existing Scheme, the Company will be able to remain an attractive and competitive employer and be better positioned to manage its fixed overhead costs without compromising on performance standards and efficiency. The Company further believes that the Plan will complement the existing Scheme and serve as an additional and flexible incentive tool for the Group. With the Plan and the existing Scheme, the Company will be able to tailor share-based incentives according to the objectives to be achieved by combining Awards under the Plan with the grant of Option Shares under the Scheme. With that in mind, the Plan is based on the principle of pay-for-performance and is designed to enable the Company to reward, retain and motivate employees to achieve superior performance. The purpose of adopting the Plan is to give the Company greater flexibility to align the interests of employees with the interests of Shareholders. The Plan will: (1) give recognition to contributions made or to be made by Participants by introducing a variable component into their remuneration package; (2) motivate Participants to achieve higher efficiency and productivity and improve the performance of the Group and its businesses, as may be reflected in the price of Shares and with the view of aligning their interests to those of Shareholders; (3) provide an opportunity for Participants to participate in the equity of the Company, thereby inculcating a stronger sense of identification with the long term prosperity of the Group and promoting organisational commitment, dedication and loyalty of Participants towards the Group with a view to building a core group of talented Group Employees; and (4) increase the competitiveness of the Group by giving it the option to use the Plan as a component in its remuneration and incentive package to attract and retain key Group Employees whose contributions are important to the growth and profitability of the Group. 15

16 LETTER TO SHAREHOLDERS 3.2. Overview of the Plan The Plan is designed to reward its Participants by the issue and/or transfer of fully-paid Shares according to the extent to which they achieve their performance targets over set performance periods, as may be determined by the Committee. Awards granted under the Plan shall vest only after the Participants achieve pre-determined Performance Condition(s). For example, an Award may be granted, for example, with a Performance Condition based on the successful completion of a project or the successful achievement of certain quantifiable Performance Conditions, such as sales growth or productivity enhancement. The rules of the Plan are in compliance with the Catalist Rules relating to share schemes. The rules of the Plan are set out in the Appendix to this Circular Administration of the Plan The Plan shall be administered by a Committee with such discretion, powers and duties as are conferred on it by the Board of Directors. A member of the Committee shall not be involved in the deliberations of the Committee in respect of the grant of the Awards to his Associate who may be eligible. In exercising its discretion, the Committee must act in accordance with any guidelines that may be provided by the Board of Directors. The Committee shall refer any matter not falling within the scope of its terms of reference to the Board of Directors. Shareholders who are eligible to participate in the Plan shall abstain from voting on any resolution relating to the Plan. The Committee shall have the power, from time to time, to make and vary such arrangements, guidelines and/or regulations (not being inconsistent with the Plan) for the implementation and administration of the Plan, to give effect to the provisions of the Plan and/or to enhance the benefit of the Awards and the released Awards to the Participants, as it may, at its absolute discretion, think fit. Any decision of the Committee, made pursuant to any provision of the Plan (other than a matter to be certified by the Auditors), shall be final and binding (including any decisions pertaining to disputes as to the interpretation of the Plan or any rule, regulation, or procedure thereunder or as to any rights under the Plan Eligibility The following persons are eligible to participate in the Plan at the absolute discretion of the Committee: (i) (ii) confirmed full-time Group Employees; and the Group Executive Directors, who, in the opinion of the Committee, have contributed or will contribute to the success and the development of the Group. Participants must have attained the age of 21 years on or before the Grant Date and are not undischarged bankrupts and have not entered into a composition with their respective creditors to be eligible. Persons who are Controlling Shareholders and/or their Associates shall not participate in the Plan unless:- (i) (ii) approval has been granted by Shareholders for their participation at the introduction of the Plan or prior to the first grant of Awards to them; the actual number and terms of any Shares to be granted to them have been specifically approved by Shareholders who are not beneficiaries of the grant in a general meeting in separate resolutions for each such Controlling Shareholder and/or their Associate; and 16

17 LETTER TO SHAREHOLDERS (iii) all conditions for their participation in the Plan as may be required by the regulation of the SGX-ST from time to time are satisfied. The Committee shall have absolute discretion to decide whether a person who is participating in the Plan shall be eligible to participate in any other share option scheme implemented by the Company or any other company within the Group Size of the Plan The aggregate number of Award Shares which may be issued by the Company pursuant to Awards under the Plan, when added to the number of Shares issued and issuable in respect of all Share Options granted under the Scheme and any other share schemes to be implemented by the Company, shall not exceed 20% of the total issued share capital of the Company on the day preceding that date (the Plan Limit ). The Directors believe that a limit of 20% of the number of issued Shares (excluding treasury shares) of the Company in respect of the number of Shares issued and issuable and/or transferred and transferable pursuant to the Plan (together with all Shares issued and issuable and/or transferred and transferable pursuant to the Scheme and any other share option or share scheme of the Company then in force) will enable the Company to enjoy greater flexibility in structuring remuneration and compensation packages and to grant a sufficient number of Award Shares to the Participants to create a meaningful compensation for the Participants contributions. The aggregate number of Award Shares which may be granted to all Controlling Shareholders and Associates of Controlling Shareholders will not exceed 25% of all the Shares available under the Plan, and that the number of Shares available to each of the Controlling Shareholders and/or Associates of Controlling Shareholders shall not exceed 10% of all the Shares available under the Plan. The Controlling Shareholders or their Associates can participate in the Plan only if their participation is approved by independent Shareholders in separate resolutions for each such person. Separate resolutions will also be required to approve the actual number and the terms of grant of Award to the Controlling Shareholders and their Associates who are participating in the Plan Duration of the Plan The Plan shall continue to be in force at the discretion of the Committee, subject to a maximum period of 10 years commencing on the date on which the Plan is adopted by the Company in a general meeting, provided always that the Plan may continue beyond the stipulated period with the approval of Shareholders by an ordinary resolution in general meeting and of any relevant authorities which may then be required. The termination of the Plan shall not affect Awards which have been granted and accepted as provided in the Plan whether such Awards have been released (whether fully or partially) or not Awards granted under the Plan The Awards granted under the Plan allow a Participant to receive fully-paid Shares free of consideration upon the Participant achieving the Performance Condition(s) prescribed by the Committee at its absolute discretion. The Committee may grant Awards at any time, provided that in the event that an announcement on any matter involving unpublished price sensitive information is made, Awards may only be granted after the second Market Day following the aforesaid announcement. Where the grant of Awards to any Participant is subject to approval of specific resolution at a general meeting, the Committee shall grant such approved Awards within 30 days from the conclusion of the general meeting that approved the resolution. 17

18 LETTER TO SHAREHOLDERS The selection of a Participant and the number of Shares which are the subject of each Award granted to a Participant in accordance with the Plan shall be determined at the absolute discretion of the Committee. The Committee plans to exercise this discretion judiciously, taking into account criteria such as his rank, job performance, years of service and potential for further development, his contribution to the success and development of the Company and the extent of effort required to achieve the Performance Condition(s) within the performance period. The Committee shall decide, in relation to each Award to be granted:- (i) (ii) (iii) (iv) (v) (vi) (vii) the Participant; the Grant date; the number of Shares which are the subject of the Award; the Vesting Period(s); the Performance Condition(s); the performance period; and the schedule setting out the extent to which Shares will be released on satisfaction of the Performance Condition(s) (the Release Schedule ) (if any). Special provisions apply for the vesting and lapsing of Awards, including the following:- (i) (ii) (iii) (iv) (v) the termination of the employment of the Participant; the ill health, injury, disability or death of a Participant; the bankruptcy of a Participant; the misconduct of a Participant; and a take-over, winding-up or reconstruction of the Company. The Committee shall have the discretion to determine whether the Performance Condition(s) have been satisfied (whether fully or partially) or exceeded, and in making any such determination, the Committee shall have the right to make reference to the audited results of the Company, or to take into account such factors as the Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right to amend the Performance Condition(s) if the Committee decides that a revised Performance Condition would be a fairer measure of performance. The offer of the Award shall be personal to the Participant to whom it is granted and any Award granted and accepted by a Participant under the Plan shall not be transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part unless approved by the Committee, but may be exercised by the Participant s duly appointed personal representative in the event of the death of the Participant. The Committee may amend or waive the Vesting Period(s), the performance period and/or the Performance Condition in respect of any Award: (i) if anything happens which causes the Committee to conclude that: (a) an amended Performance Condition would be a fairer measure of performance and would be no less difficult to satisfy; or 18

19 LETTER TO SHAREHOLDERS (b) the Performance Condition should be waived; or (ii) in the event of a general offer (whether conditional or unconditional) being made for all or any part of the Shares of the Company, or a scheme of arrangement or compromise between the Company and its Shareholders being sanctioned by the court under the Act, or a proposal to liquidate or sell all or substantially all of the assets of the Company, and the Committee shall notify the Participants of such amendment or waiver (but accidental omission to give notice to any Participant(s) shall not invalidate any such amendment or waiver). Participants are not required to pay for the grant of Awards. An Award or released Award shall be personal to the Participant to whom it is granted and no Award or released Award or any rights thereunder shall be transferred, charged, assigned, pledged, mortgaged, encumbered or otherwise disposed of, in whole or in part, and if a Participant shall do, suffer or permit any such act or thing as a result of which he would or might be deprived of any rights under and Award or released Award, that Award or released Award shall immediately lapse. There shall be no restriction on the eligibility of any Participant to participate in any other share option or share incentive schemes implemented by the Company or any other company within the Group, or otherwise Acceptance of Awards The grant of an Award to a Participant shall be accepted by the Participant within 15 days from the Grant Date. The Participant may accept or refuse the whole but not part of the offer. The Committee shall within 15 Market Days of receipt of the acceptance form acknowledge receipt thereof. If the grant of the Award is not accepted by the Participant within 15 days from the Grant Date, such offer shall upon the expiry of the 15-days period automatically lapse and shall be null and void Release of Awards Subject as provided in the Plan, an Award shall be released, in accordance with any conditions that the Committee may, at its absolute discretion specify in the letter of offer. Subject to the prevailing legislation and the Catalist Rules, the Company will deliver Award Shares to the Participants upon vesting of their Awards by way of an issue of new Shares and/or the transfer of treasury Shares (if any) (through the purchase of existing Shares for delivery to Participants pursuant to the share buy-back mandate of the Company, if any). In determining whether to issue new Shares or to purchase existing Shares to satisfy the Awards, the Company shall have the right to take into account factors such as (but not limited to) the number of Award Shares to be delivered, the prevailing market price of the Shares and the financial effect on to the Company of either issuing new Shares or purchasing existing Shares. Shares which are the subject of a released Award shall be vested to a Participant on the vesting date, which shall be a Market Day falling as soon as practicable after the review by the Committee and on the vesting date, the Committee shall procure the allotment of such new Shares and/or transfer of such existing Shares (including treasury shares, if any) to each Participant of the number of Award Shares so determined in accordance with the Award. 19