G. K. GOH HOLDINGS LIMITED

Transcription

1 Circular dated 26 March 2015 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 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 all your shares in the capital of G. K. Goh Holdings Limited (the Company ), you should immediately hand this Circular and the enclosed Proxy Form to the stockbroker or agent through whom you effected the sale for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Circular. G. K. GOH HOLDINGS LIMITED (Company Registration No D) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE FOLLOWING PROPOSALS: (1) THE RENEWAL OF THE SHARE PURCHASE MANDATE; (2) THE ALTERATIONS TO THE ARTICLES OF ASSOCIATION; AND (3) THE ISSUE OF NEW SHARES PURSUANT TO THE SCRIP DIVIDEND SCHEME. IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : Saturday, 25 April 2015 at a.m. Date and time of Extraordinary General Meeting : Monday, 27 April 2015 at a.m. (or as soon thereafter as the Twenty-sixth Annual General Meeting of the Company to be held at a.m. on the same day and at the same place is concluded or adjourned) Place of Extraordinary General Meeting : Cinnamon Room Novotel Singapore Clarke Quay 177A River Valley Road Singapore

2 CONTENTS DEFINITIONS... 3 Page LETTER TO SHAREHOLDERS 1. INTRODUCTION RENEWAL OF THE SHARE PURCHASE MANDATE ALTERATIONS TO THE ARTICLES OF ASSOCIATION ISSUE OF NEW SHARES PURSUANT TO THE SCRIP DIVIDEND SCHEME DIRECTORS RECOMMENDATIONS DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX THE ALTERATIONS TO THE ARTICLES OF ASSOCIATION NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 2

3 DEFINITIONS In this Circular, the following defi nitions apply throughout unless otherwise stated: Articles of Association Board CDP Company Companies Act Directors EGM Group Latest Practicable Date Listing Manual New Shares NTA The Articles of Association of the Company The Board of Directors of the Company The Central Depository (Pte) Limited G. K. Goh Holdings Limited The Companies Act, Chapter 50 of Singapore The Directors of the Company The Extraordinary General Meeting of the Company, notice of which is set out on pages 26 to 28 of this Circular The Company and its subsidiaries 27 February 2015, being the latest practicable date prior to the printing of this Circular The Listing Manual of the SGX-ST Shares which may be issued by the Company for the purposes of, in connection with or where contemplated by, the Scrip Dividend Scheme Net tangible assets Scrip Dividend Scheme The scrip dividend scheme of the Company referred to in Paragraph 3.2 of this Circular SGX-ST Share Purchase Mandate Shareholders Shares Substantial Shareholder Take-over Code Singapore Exchange Securities Trading Limited A general mandate to enable the Company to purchase or acquire its issued Shares Registered holders of Shares except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the persons to whose securities accounts maintained with CDP are credited with the Shares Ordinary shares in the capital of the Company In relation to the Company, a person who has an interest in not less than 5% of the issued voting shares of the Company The Singapore Code on Take-overs and Mergers $ and cents Singapore dollars and cents % or per cent Percentage or per centum 3

4 The terms Depositor and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall 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 defi ned in the Companies Act or any statutory modifi cation thereof and not otherwise defi ned in this Circular shall have the same meaning assigned to it in the Companies Act or any statutory modifi cation thereof, as the case may be. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. 4

5 G. K. GOH HOLDINGS LIMITED (Company Registration No D) (Incorporated in the Republic of Singapore) Board of Directors: Registered Office: Executive 50 Raffl es Place #33-00 Goh Geok Khim (Executive Chairman) Singapore Land Tower Goh Yew Lin (Managing Director) Singapore Non-Executive Nicholas George Lee Soo Hoon Lim Keng Jin David Lim Teck Leong (Independent) (Independent) (Independent) (Independent) To the Shareholders of G. K. GOH HOLDINGS LIMITED 26 March 2015 Dear Sir/Madam 1. INTRODUCTION 1.1 Summary. The Directors have convened the EGM to be held on 27 April 2015 to seek Shareholders approval for the following proposals: (b) (c) the renewal of the Share Purchase Mandate; the alterations to the Articles of Association; and the issue of New Shares pursuant to the Scrip Dividend Scheme. 1.2 This Circular. The purpose of this Circular is to provide Shareholders with information relating to the proposals. 2. RENEWAL OF THE SHARE PURCHASE MANDATE 2.1 Rationale. At an Extraordinary General Meeting of the Company held on 28 April 2014, Shareholders had approved a Share Purchase Mandate, details of which were set out in the Company s Circular to Shareholders dated 28 March 2014 (the Mandate-2014 ). The authority contained in the Mandate-2014 was expressed to continue in force until the next Annual General Meeting of the Company and, as such, would be expiring on 27 April 2015, being the date of the forthcoming Twenty-sixth Annual General Meeting of the Company. It is proposed that such authority be renewed at the EGM. Renewal of the Share Purchase Mandate will give the Company the fl exibility to undertake purchases or acquisitions of its issued Shares, at any time and from time to time, subject to market conditions, during the period that the Share Purchase Mandate is in force. Such fl exibility will allow for better management of the Company s share capital structure, dividend policy and cash reserves, with a view to enhancing the return on equity of the Group. In particular, the Share Purchase Mandate will provide the Company with: (b) a mechanism to facilitate the return of surplus cash over and above its fi nancial and possible investment needs in an expedient and cost-effi cient manner; and the opportunity to purchase or acquire Shares when such Shares are undervalued. 5

6 2.2 Validity period. If approved by Shareholders at the EGM, the authority conferred by the Share Purchase Mandate will take effect from the passing of the Ordinary Resolution relating thereto at the EGM, and, unless it is varied or revoked by the Company in general meeting prior to the Company s next Annual General Meeting following the EGM (the next AGM ), will continue in force until the date of the next AGM, whereupon it will lapse. During the validity of the Share Purchase Mandate, the Directors may exercise the authority conferred by the Share Purchase Mandate at any time and from time to time, in accordance with its terms, to purchase or otherwise acquire issued Shares. Any purchase or acquisition by the Company of its Shares has to be made in accordance with, and in the manner prescribed by, the Companies Act, the Listing Manual and such other laws and regulations as may for the time being be applicable. 2.3 Share capital of the Company. Only issued Shares may be purchased or otherwise acquired by the Company pursuant to the authority conferred by the Share Purchase Mandate. As at the Latest Practicable Date, the Company had 316,070,805 issued Shares, none of which were treasury shares. 2.4 Terms of the Share Purchase Mandate. The authority and limits placed on the purchase or acquisition of Shares by the Company under the Share Purchase Mandate are summarised below. Maximum number of Shares The total number of Shares that may be purchased or acquired shall not exceed that number representing 10% of the issued Shares as at the date of the EGM at which the Share Purchase Mandate is approved (the Approval Date ), excluding any Shares held as treasury shares. Under the Companies Act, any Shares which are held as treasury shares will be disregarded for purposes of computing the 10% limit. Purely for illustrative purposes, on the basis of 316,070,805 issued Shares (none of which were treasury shares) as at the Latest Practicable Date, and assuming (i) no further Shares are issued; (ii) no Shares are purchased or acquired pursuant to the subsisting Mandate-2014; and (iii) none of the Shares are held as treasury shares on or prior to the date of the EGM, then not more than 31,607,080 Shares (representing 10% of the issued Shares as at that date) may be purchased or acquired by the Company pursuant to the renewed Share Purchase Mandate. Duration of authority Purchases or acquisitions of Shares may be made, at any time and from time to time, from the Approval Date up to the earliest of: (b) (c) the date (being a date after the Approval Date) on which the next AGM of the Company is held or required by law to be held; the date (being a date after the Approval Date) on which the authority contained in the Share Purchase Mandate is revoked or varied; or the date (being a date after the Approval Date) on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated. Manner of purchase Purchases or acquisitions of Shares may be made by way of: (b) market purchases ( Market Purchases ); and/or off-market purchases in accordance with an equal access scheme ( Off-Market Purchases ). 6

7 Market Purchases refer to purchases or acquisitions of Shares by the Company effected on the SGX-ST or, as the case may be, other stock exchange for the time being on which the Shares may be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose. Off-Market Purchases refer to purchases or acquisitions of Shares by the Company made under an equal access scheme or schemes for the purchase or acquisition of Shares from Shareholders. The Directors may impose such terms and conditions which are not inconsistent with the Share Purchase Mandate, the Listing Manual, and the Companies Act, as they consider fi t in the interests of the Company in connection with or in relation to an equal access scheme or schemes. Under the Companies Act, an equal access scheme must, however, satisfy all the following conditions: (i) (ii) (iii) offers for the purchase or acquisition of issued Shares shall be made to every person who holds issued Shares to purchase or acquire the same percentage of their issued Shares; all of those persons shall be given a reasonable opportunity to accept the offers made; and the terms of all the offers are the same, except that there shall be disregarded: (aa) differences in consideration attributable to the fact that offers may relate to Shares with different accrued dividend entitlements; (bb) (if applicable) differences in consideration attributable to the fact that offers relate to Shares with different amounts remaining unpaid; and (cc) differences in the offers introduced solely to ensure that each person is left with a whole number of Shares. Additionally, the Listing Manual provides that, in making an Off-Market Purchase, the Company must issue an offer document to all Shareholders which must contain, inter alia: (1) the terms and conditions of the offer; (2) the period and procedures for acceptances; (3) the reasons for the proposed Share purchases; (4) the consequences, if any, of Share purchases by the Company that will arise under the Take- over Code or other applicable takeover rules; (5) whether the Share purchases, if made, would have any effect on the listing of the Shares on the SGX-ST; (6) details of any Share purchases made by the Company in the previous 12 months (whether Market Purchases or Off-Market Purchases), giving the total number of Shares purchased, the purchase price per Share or the highest and lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases; and (7) whether the Shares purchased by the Company will be cancelled or kept as treasury shares. Maximum purchase price The purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) to be paid for the Shares will be determined by the Directors. 7

8 However, the purchase price must not exceed: (b) in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and in the case of an Off-Market Purchase, 120% of the Average Closing Price of the Shares, (the Maximum Price ) in each case, excluding the related expenses of the purchase or acquisition. For the foregoing purpose: Average Closing Price means the average of the closing market prices of a Share over the last 5 market days on which transactions in the Shares were recorded on the SGX-ST or such other stock exchange on which the Shares are listed and quoted, preceding the day of the Market Purchase, or as the case may be, the day of the making of the offer pursuant to an Off-Market Purchase, as deemed to be adjusted for any corporate action that occurs after the relevant 5-day period; day of the making of the offer means the day on which the Company makes an offer for the purchase or acquisition of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and market day means a day on which the SGX-ST is open for trading in securities. 2.5 Status of purchased or acquired Shares. Under current law, the Shares purchased or acquired by the Company shall be deemed cancelled immediately upon purchase or acquisition, and all rights and privileges attached to the Shares shall expire on cancellation, unless such Shares are held by the Company as treasury shares. The total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company which are cancelled and are not held as treasury shares. 2.6 Treasury shares. Under the Companies Act, the Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act are summarised below. Maximum holdings The number of Shares held as treasury shares cannot at any time exceed 10% of the total number of issued Shares. Voting and other rights The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be paid, and no other distribution of the Company s assets may be made, to the Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. A subdivision or consolidation of any treasury share into treasury shares of a smaller amount is also allowed so long as the total value of the treasury shares after the subdivision or consolidation is the same as before. Disposal and cancellation Where Shares purchased or acquired by the Company are held as treasury shares, the Company may at any time but subject always to the Take-over Code: sell the treasury shares for cash; 8

9 (b) (c) (d) (e) transfer the treasury shares for the purposes of or pursuant to an employees share scheme; transfer the treasury shares as consideration for the acquisition of shares in or assets of another company or assets of a person; cancel the treasury shares; or sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister for Finance. Under the Listing Manual, immediate announcement must be made of any sale, transfer, cancellation and/or use of treasury shares (in each case, the usage ). Such announcement must include details such as the date of the usage, the purpose of the usage, the number of treasury shares of the usage, the number of treasury shares before and after the usage, the percentage of the number of treasury shares of the usage against the total number of issued shares (of the same class as the treasury shares) which are listed on the SGX-ST before and after the usage and the value of the treasury shares of the usage. 2.7 Source of funds. In purchasing or acquiring Shares, the Company may only apply funds legally available for such purchase or acquisition in accordance with the Articles of Association and applicable laws in Singapore. The Companies Act permits the Company to purchase or acquire its own Shares out of its capital as well as out of its profi ts. The Company intends to use internal sources of funds, or a combination of internal resources and external borrowings, to fi nance purchases or acquisitions of its Shares. 2.8 Financial effects. The fi nancial effects on the Group and the Company arising from purchases or acquisitions of Shares which may be made pursuant to the renewed Share Purchase Mandate will depend on, inter alia, whether the Shares are purchased or acquired out of capital or profi ts of the Company, the aggregate number of Shares purchased or acquired, the consideration paid at the relevant time, and whether the Shares purchased or acquired are held in treasury or cancelled. The fi nancial effects on the Group and the Company based on the audited fi nancial statements of the Group and the Company for the fi nancial year ended 31 December 2014 is based on the assumptions set out below. Purchase or acquisition out of capital or profits Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the Company s capital and/or profi ts so long as the Company is solvent. Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of capital, the amount available for the distribution of cash dividends by the Company will not be reduced. Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of profi ts, such consideration (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) will correspondingly reduce the amount available for the distribution of cash dividends by the Company. Maximum Price paid for Shares acquired or purchased Based on 316,070,805 issued Shares (none of which were treasury shares) as at the Latest Practicable Date, the exercise in full of the Share Purchase Mandate will result in the purchase or acquisition of 31,607,080 Shares. Assuming that the Company purchases or acquires the 31,607,080 Shares at the Maximum Price, the maximum amount of funds required is approximately: in the case of Market Purchases, $30,532,439 based on $0.966 for each Share (being 105% of the Average Closing Price of a Share immediately preceding the Latest Practicable Date); and 9

10 (b) in the case of an Off-Market Purchase, $34,894,216 based on $1.104 for each Share (being 120% of the Average Closing Price of a Share immediately preceding the Latest Practicable Date). Whether the Shares are cancelled or held in treasury The fi nancial effects on the Group arising from purchases or acquisitions of Shares may also depend on whether the Shares purchased or acquired are cancelled or held in treasury. Illustrative Financial Effects Purely for illustrative purposes, on the basis of the foregoing assumptions, and based on the audited fi nancial statements of the Group and the Company for the fi nancial year ended 31 December 2014, and assuming that (i) purchases of Shares are made to the extent as aforesaid; (ii) such purchases of Shares are fi nanced solely by internal resources; (iii) no further Shares are issued between 1 January 2014 and the Latest Practicable Date; (iv) the Share Purchase Mandate had been effective on 1 January 2014; and (v) the Company had purchased the 31,607,080 Shares on 1 January 2014, the fi nancial effects of the purchase or acquisition of such Shares by the Company on the audited fi nancial statements of the Group and the Company for the fi nancial year ended 31 December 2014 would be as follows: MARKET PURCHASE As at 31 December 2014 Before Share Purchase Group After Share Purchase (1) Before Share Purchase Company After Share Purchase (1) $ 000 $ 000 $ 000 $ 000 Total equity 388, , , ,532 NTA 284, , , ,532 Current assets 173, , , ,933 Current liabilities 155, ,386 33,984 33,984 Working capital 17,727 (12,805) 259, ,949 Total borrowings 188, ,560 33,772 33,772 Number of Shares ( 000) 316, , , ,464 Financial ratios NTA per Share ($) (2) Gearing (%) (3) Current ratio (times) (4) Basic earnings per Share ($) (5)

11 OFF-MARKET PURCHASE Before Share Purchase Group After Share Purchase (1) Before Share Purchase Company After Share Purchase (1) $ 000 $ 000 $ 000 $ 000 As at 31 December 2014 Total equity 388, , , ,170 NTA 284, , , ,170 Current assets 173, , , ,571 Current liabilities 155, ,386 33,984 33,984 Working capital 17,727 (17,167) 259, ,587 Total borrowings 188, ,560 33,772 33,772 Number of Shares ( 000) 316, , , ,464 Financial ratios NTA per Share ($) (2) Gearing (%) (3) Current ratio (times) (4) Basic earnings per Share ($) (5) Notes to the foregoing tables: (1) The disclosed fi nancial effects remain the same irrespective of whether the purchases are effected out of capital or profi ts, or the purchased Shares are held in treasury or cancelled. (2) NTA equals Total equity less intangible assets. (3) Gearing equals Total borrowings divided by Total equity. (4) Current ratio equals Current assets divided by Current liabilities. (5) Earnings per Share is before extraordinary items. SHAREHOLDERS SHOULD NOTE THAT THE FOREGOING FINANCIAL EFFECTS ARE FOR ILLUSTRATIVE PURPOSES ONLY. IN PARTICULAR, IT IS IMPORTANT TO NOTE THAT THE FOREGOING ILLUSTRATION IS BASED ON HISTORICAL YEAR 2014 NUMBERS AND IS NOT NECESSARILY REPRESENTATIVE OF FUTURE FINANCIAL PERFORMANCE. Purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate will only be made in circumstances where it is considered to be in the best interests of the Company. It should be noted that purchases or acquisitions pursuant to the Share Purchase Mandate may not be carried out to the full 10% as mandated. In addition, the Company may cancel or hold in treasury all or part of the Shares purchased or acquired. Further, the Directors would emphasise that they do not propose to carry out purchases or acquisitions to such an extent that would, or in circumstances that might, result in a material adverse effect on the fi nancial position of the Company or the Group, or result in the Company being delisted from the SGX-ST. 2.9 Taxation. Shareholders who are in doubt as to their respective tax positions or any tax implications, or who may be subject to tax in a jurisdiction outside Singapore, should consult their own professional advisers Listing rules. Any purchase or acquisition by the Company of its issued Shares pursuant to the Share Purchase Mandate will be reported by the Company in accordance with prevailing reporting requirements of the SGX-ST. 11

12 The listing rules of the SGX-ST presently restrict a listed company from purchasing shares by way of market purchases at a price per share which is more than 5% above the average closing price, being the average of the closing market prices of the shares over the last 5 market days on which transactions in the shares were recorded, before the day on which the purchases were made, as deemed to be adjusted for any corporate action that occurs after the relevant 5-day period. The Maximum Price for a Share in relation to Market Purchases referred to in Paragraph 2.4 above complies with this requirement. Although the listing rules of the SGX-ST do not prescribe a maximum price in relation to purchases or acquisitions of shares by way of off-market purchases, the Company has set a cap of 20% above the average closing price of a Share as the Maximum Price for a Share to be purchased or acquired by way of an Off-Market Purchase. While the listing rules of the SGX-ST do not expressly prohibit any purchase or acquisition of shares by a listed company during any particular time or times, because the listed company would be regarded as an insider in relation to any proposed purchase or acquisition of its issued shares, the Company will not undertake any purchase or acquisition of Shares pursuant to the Share Purchase Mandate at any time after any matter or development of a price sensitive nature has occurred or has been the subject of consideration and/or a decision of the Board until such price sensitive information has been publicly announced. In this regard, the Company has in place an internal code on securities dealings, which takes into account the SGX-ST s best practices guidance on securities dealings. In line with this internal code (in operation as at the Latest Practicable Date), the Company will not purchase or acquire any Shares through Market Purchases during the period of two weeks immediately preceding, and including the date of, the announcement of the Company s results for each of the fi rst three quarters of its fi nancial year and one month immediately preceding, and including the date of, the announcement of its results for the fi nancial year, respectively. The Listing Manual provides that a listed company shall ensure that at least 10% of the total number of its issued shares (excluding treasury shares, preference shares and convertible equity securities) in a class that is listed, is held by public shareholders at all times. As there is a public fl oat of approximately 33.7% in the issued Shares as at the Latest Practicable Date, the Company is of the view that there is, at such date, a suffi cient number of the Shares in public hands that would permit the Company to potentially undertake purchases of its Shares through Market Purchases up to the full 10% limit pursuant to the Share Purchase Mandate without affecting adversely the listing status of the Shares on the SGX-ST. Additionally, the Company will consider investor interests when maintaining a liquid market in its securities, and will ensure that there is a suffi cient fl oat for an orderly market in its securities when purchasing its issued Shares Obligation to make a take-over offer. If, as a result of any purchase or acquisition by the Company of its issued Shares, a Shareholder s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Take-over Code. If such increase results in a change in control, or as a result of such increase a Shareholder or group of Shareholders acting in concert obtain or consolidate control, it may in certain circumstances give rise to an obligation on the part of such Shareholders to make a take- over offer under Rule 14 of the Take-over Code ( Rule 14 ). The circumstances under which Shareholders, including Directors and persons acting in concert with them respectively, will incur an obligation to make a take-over offer under Rule 14 after a purchase or acquisition of Shares by the Company are set out in Appendix 2 of the Take-over Code ( R14-Appendix ). Under R14-Appendix, a Shareholder not acting in concert with the Directors will not be required to make a takeover offer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder in the Company would increase to 30% or more, or if such Shareholder holds between 30% and 50% of the Company s voting rights, the voting rights of such Shareholder would increase by more than 1% in any period of 6 months. Such Shareholder need not abstain from voting in respect of the resolution authorising the Share Purchase Mandate. 12

13 In relation to Directors and persons acting in concert with them, R14-Appendix provides that unless exempted (or if exempted, such exemption is subsequently revoked), Directors and persons acting in concert with them will incur an obligation to make a take-over offer if, as a result of a purchase of Shares by the Company: (b) the percentage of voting rights held by such Directors and their concert parties in the Company increases to 30% or more; or if they together hold between 30% and 50% of the Company s voting rights, their voting rights are increased by more than 1% in any period of 6 months. In calculating the percentages of voting rights of such Directors and their concert parties, treasury shares shall be excluded. Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal) co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate control of that company. Unless the contrary is established, the following persons (inter alia) will be presumed to be acting in concert: (1) a company with any of its directors; and (2) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies, all with each other, and any person who has provided fi nancial assistance (other than a bank in the ordinary course of business) to any of the foregoing companies for the purchase of voting rights. For this purpose, ownership or control of at least 20% but not more than 50% of the equity share capital of a company will be regarded as the test of associated company status. The interests of the Directors and Substantial Shareholders as at the Latest Practicable Date are set out in Paragraph 6 below. As at the Latest Practicable Date, GKG Investment Holdings Pte Ltd ( GKGI ) was interested in 185,289,160 Shares, representing 58.62% of the issued Shares. Except for Mr Goh Geok Khim and Mr Goh Yew Lin, being two members of the Board who are also directors and shareholders of GKGI, the remaining Directors are not also directors of, nor do they have any interests (direct or indirect) in the shares of GKGI. Under the Take-over Code, unless the contrary is established, the Directors who are also directors of GKGI, would be presumed to be persons acting in concert with GKGI. These Directors do not, however, comprise a majority in number of the present Board, as a whole. Additionally, as GKGI and the Directors presumed to be acting in concert with it collectively already hold more than 50% of the issued Shares, purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate will not result in the Directors (or any of them) and/or GKGI incurring an obligation to make a mandatory take-over offer under Rule 14 read with R14-Appendix. Save as disclosed above, the Directors are not aware of any facts or factors which suggest or imply that any particular person(s) and/or Shareholder(s) are, or may be regarded as parties acting in concert such that their respective interests in issued voting shares in the capital of the Company should or ought to be consolidated, and consequences under the Take-over Code would ensue as a result of a purchase of Shares by the Company pursuant to the Share Purchase Mandate. SHAREHOLDERS WHO ARE IN DOUBT AS TO WHETHER THEY WOULD INCUR ANY OBLIGATION TO MAKE A TAKE-OVER OFFER AS A RESULT OF ANY PURCHASE OR ACQUISITION OF SHARES BY THE COMPANY PURSUANT TO THE SHARE PURCHASE MANDATE ARE ADVISED TO CONSULT THEIR PROFESSIONAL ADVISERS AND/OR THE SECURITIES INDUSTRY COUNCIL BEFORE THEY ACQUIRE ANY SHARES IN THE COMPANY DURING THE PERIOD WHEN THE SHARE PURCHASE MANDATE IS IN FORCE Particulars of Shares purchased in the past 12 months. As at the Latest Practicable Date, no Shares had been purchased or acquired pursuant to the Mandate

14 3. ALTERATIONS TO THE ARTICLES OF ASSOCIATION 3.1 Rationale. The Directors propose to alter the Articles of Association: (b) (c) to facilitate implementation of the Scrip Dividend Scheme by the Company; to update the Articles of Association to ensure consistency with various provisions of the Listing Manual which have been amended by the SGX-ST; and to take into account the introduction of the personal data protection regime. 3.2 Proposed alterations. Information regarding the alterations which are proposed to be made to the Articles of Association is set out below. Inserting new Article 136A to facilitate the making of scrip dividend payments On 25 February 2015, the Company announced a proposal to introduce a scrip dividend scheme called the G. K. Goh Holdings Limited Scrip Dividend Scheme (the Scrip Dividend Scheme ). When implemented, the Scrip Dividend Scheme will provide Shareholders with greater fl exibility in meeting their investment objectives as it will give Shareholders the choice of receiving dividends to which the scheme applies in the form of New Shares (credited as fully paid) and/or cash. This will enable Shareholders to participate in the equity of the Company without having to incur brokerage fees, stamp duty and other related costs. The Directors believe that the Company will benefi t from the participation of Shareholders in the Scrip Dividend Scheme as, to the extent that Shareholders elect to receive their cash dividend in the form of Shares, the cash which would otherwise be payable in respect of such dividend may be retained by the Company to strengthen its working capital and/or fund the growth and expansion of the Group. More information about the Scrip Dividend Scheme can be found in the Company s announcement dated 25 February 2015 entitled Proposed Scrip Dividend Scheme which is available on the website of the SGX-ST at Shareholders should note that implementation of the Scrip Dividend Scheme by the Company is conditional upon Shareholders approving the alterations to the Articles of Association, which include the insertion of a new Article 136A to facilitate scrip dividend payments by the Company. Article 136A is proposed to be inserted to detail how scrip dividend payments are to be implemented, empower the Directors to determine the manner in which scrip dividend payments are to be implemented, and will enable Shareholders to elect to receive shares in the Company credited as fully paid in lieu of part only or all of the cash amount of any dividend to which the scheme applies, in accordance with the scheme. The text of new Article 136A is set out in the Appendix to this Circular. Amending existing Articles 64, 65, 66 and 67 to align with mandatory poll voting requirements On 31 July 2013, the SGX-ST announced the introduction of new listing rules to promote greater transparency in general meetings and support listed companies in enhancing their shareholder engagement. In this connection, the Listing Manual will be amended effective from 1 August 2015 to require issuers to conduct voting of all resolutions put to general meetings by poll and to require at least one scrutineer to be appointed for each general meeting. These new requirements will be contained in Rule 730A of the Listing Manual. Article 64, which currently provides that at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (before or on the declaration of the result of the show of hands), is proposed to be amended to be in line with the new listing rule requirements. Consequential amendments are being proposed to Articles 65, 66 and

15 Amending existing Articles 8, 95 and 125 to ensure consistency with prevailing listing rules Rule 730 of the Listing Manual states that whenever the Articles of Association are proposed to be amended, they must be made consistent with the prevailing listing rules. Consequently, the following alterations are proposed to bring the Articles of Association into alignment with prevailing listing rules of the SGX-ST: (b) (c) Articles 8(1) and 8(2) relate to the issue of preference shares. It is proposed that a new provision, Article 8(3), be inserted in line with paragraph 1 of Appendix 2.2 of the Listing Manual which provides that the rights attached to the shares of a class other than ordinary shares shall be expressed in the Articles of Association. Article 95 provides for the vacation of offi ce of a Director in certain events. It is proposed that a new provision, Article 95(g), be inserted to provide that the offi ce of a Director shall be vacated if the Director is disqualifi ed from acting as a director in any jurisdiction for reasons other than on technical grounds. This alteration is in line with paragraph 9(n) of Appendix 2.2 of the Listing Manual. Arising from the insertion of new Article 95(g), existing Article 95(g) will be renumbered accordingly. Article 125 relates to the presentation of fi nancial statements at the annual general meeting. It is proposed that Article 125 be altered to be in line with paragraph 10 of Appendix 2.2 of the Listing Manual. Article 125, as altered, will provide that the interval between the close of a fi nancial year of the Company and the date of the Company s Annual General Meeting shall not exceed four months (or such other period as may be permitted by the Companies Act). Inserting new Article 150 to take into account the personal data protection regime The provisions of the Personal Data Protection Act 2012 ( PDPA ) relating to the collection, use and disclosure of personal data, came into force on 2 July In general, under the PDPA, the Company can only collect, use or disclose the personal data of an individual with the individual s consent, and for a reasonable purpose which the Company has made known to the individual. Article 150 is proposed to be inserted to provide clarity on, inter alia, the purposes for which the Company and/or its agents and service providers would collect, use and disclose personal data of Shareholders and their appointed proxies or representatives. 3.3 Shareholders approval. The proposed alterations to the Articles of Association are set out in full in the Appendix to this Circular, and will be tabled as a Special Resolution for Shareholders approval at the EGM. 4. ISSUE OF NEW SHARES PURSUANT TO THE SCRIP DIVIDEND SCHEME 4.1 Rationale. While there is no requirement under the Listing Manual for Shareholders approval for the implementation of the Scrip Dividend Scheme, the issuance of New Shares pursuant to the Scrip Dividend Scheme, however, is subject to the approval of Shareholders under section 161 of the Companies Act. Under the Listing Manual, the authority to issue New Shares under the Scrip Dividend Scheme may be in the form of specifi c Shareholders approval in compliance with Rule 805 of the Listing Manual or the Company may otherwise rely on a valid general mandate granted by the Shareholders to the Directors pursuant to Rule 806 of the Listing Manual. 4.2 Shareholders approval. The Directors propose (in line with section 161 of the Companies Act and Rule 805 of the Listing Manual) to seek specifi c Shareholders approval for the authority to issue such number of New Shares as may be required to be issued pursuant to the Scrip Dividend Scheme. 15

16 Such authority, which will be tabled as an Ordinary Resolution for Shareholders approval at the EGM, is subject to and contingent upon the passing of the Special Resolution at the EGM to approve the alterations to the Articles of Association. If approved at the EGM, the authority to issue New Shares for the purposes of the Scrip Dividend Scheme will continue in force from the passing of the Ordinary Resolution relating thereto until the date on which the next AGM of the Company is held or required by law to be held. 5. DIRECTORS RECOMMENDATIONS 5.1 Renewal of the Share Purchase Mandate. The Directors are of the opinion, for the reasons set out in Paragraph 2.1 above, that the Share Purchase Mandate is in the interests of the Company. They accordingly recommend that Shareholders vote in favour of the Ordinary Resolution relating to the renewal of the Share Purchase Mandate at the EGM. 5.2 Alterations to the Articles of Association. The Directors are of the opinion, for the reasons set out in Paragraph 3.1 above, that the alterations to the Articles of Association are in the interests of the Company. They accordingly recommend that Shareholders vote in favour of the Special Resolution relating to the alterations to the Articles of Association at the EGM. 5.3 Issue of New Shares pursuant to the Scrip Dividend Scheme. The Directors are of the opinion, for the reasons set out in Paragraph 4.1 above, that the authority to be given to the Directors to issue New Shares pursuant to the Scrip Dividend Scheme is in the interests of the Company. They accordingly recommend that Shareholders vote in favour of the Ordinary Resolution relating to the issue of New Shares pursuant to the Scrip Dividend Scheme at the EGM. 6. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 6.1 Interests of Directors in issued Shares. As at the Latest Practicable Date, the interests of the Directors in issued Shares, based on the Company s Register of Directors Shareholdings, were as follows: Directors Direct Interest % Number of Shares Deemed Interest % Total % Goh Geok Khim 185,289, Goh Yew Lin 185,289, Nicholas George Lee Soo Hoon 20, Lim Keng Jin 2,515, ,200, David Lim Teck Leong 10,000 n.m. n.m. Notes: % is based on 316,070,805 issued Shares as at the Latest Practicable Date, none of which were treasury shares. n.m. = not meaningful. The deemed interests of Mr Goh Geok Khim and Mr Goh Yew Lin arise from their interests in GKG Investment Holdings Pte Ltd. Mr Lim Keng Jin is deemed to be interested in the Shares held by the estate of his spouse, Mrs Lim Kam Foong. 16

17 6.2 Interests of Substantial Shareholders in issued Shares. As at the Latest Practicable Date, the interests of the Substantial Shareholders in issued Shares, based on the Company s Register of Substantial Shareholders, were as follows: Substantial Shareholders Direct Interest % Number of Shares Deemed Interest % Total % GKG Investment Holdings Pte Ltd 185,289, Goh Geok Khim 185,289, Goh Yew Lin 185,289, Tay Kwang Thiam 18,500, Notes: % is based on 316,070,805 issued Shares as at the Latest Practicable Date, none of which were treasury shares. The deemed interests of Mr Goh Geok Khim and Mr Goh Yew Lin arise from their interests in GKG Investment Holdings Pte Ltd. 7. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 26 to 28 of this Circular, will be held at Cinnamon Room, Novotel Singapore Clarke Quay, 177A River Valley Road, Singapore on Monday, 27 April 2015 at a.m. (or as soon thereafter as the Twenty-sixth Annual General Meeting of the Company to be held at a.m. on the same day and at the same place is concluded or adjourned) for the purpose of considering and, if thought fi t, passing (with or without any modifi cations) the Special and Ordinary Resolutions respectively set out in the Notice of EGM. 8. ACTION TO BE TAKEN BY SHAREHOLDERS 8.1 Lodgement of proxies. If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the enclosed Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered offi ce of the Company at 50 Raffl es Place #33-00, Singapore Land Tower, Singapore not later than a.m. on Saturday, 25 April Completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting at the EGM if he so wishes. However, any appointment of a proxy or proxies by such Shareholder shall be deemed to be revoked if the Shareholder attends the EGM in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy, to the EGM. 8.2 Depositors. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least 48 hours before the EGM. 9. RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confi rm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the proposed renewal of the Share Purchase Mandate, the proposed amendments to the Articles of Association and the proposed issue of New Shares pursuant to the Scrip Dividend Scheme (collectively, the Proposals ) and the Company and its subsidiaries that are relevant to the Proposals, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and reproduced in this Circular in its proper form and context. 17

18 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered offi ce of the Company during normal business hours from the date of this Circular up to (and including) the date of the EGM: the Company s Memorandum and Articles of Association; and (b) the Company s Summary Report Yours faithfully G. K. GOH HOLDINGS LIMITED Goh Geok Khim Executive Chairman 18

19 APPENDIX THE ALTERATIONS TO THE ARTICLES OF ASSOCIATION The alterations which are proposed to be made to the Articles of Association are set out below. For ease of reference and where appropriate, the full text of the Articles proposed to be altered has also been reproduced and the principal amendments are underlined or denoted with strikethroughs. 1. Existing Article 8 8. (1) Preference shares may be issued subject to such limitation thereof as may be prescribed by any stock exchange upon which the shares in the Company may be listed. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital, or winding up, or sanctioning a sale of the undertaking, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividend on the preference shares is in arrears for more than six months. Rights of preference share holders (2) The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued. Proposed alteration to Article 8 Article 8 is proposed to be deleted in its entirety and the following is proposed to be substituted in its place: 8. (1) Preference shares may be issued subject to such limitation thereof as may be prescribed by any stock exchange upon which the shares in the Company may be listed. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital, or winding up, or sanctioning a sale of the undertaking, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividend on the preference shares is in arrears for more than six months. Rights of preference share holders shareholders (2) The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued. (3) The rights attaching to shares of a class other than ordinary shares shall be expressed in these Articles. 2. Existing Article At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded: Method of voting (b) (c) by the Chairman of the meeting; by at least two members present in person or by proxy and entitled to vote at the meeting; by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or 19