UNITED INTERNATIONAL SECURITIES LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: H

Transcription

1 CIRCULAR DATED 14 NOVEMBER 2013 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all your shares in the capital of United International Securities Limited ( UIS or the Company ), you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or to the bank, stockbroker or agent through whom the sale was effected for onward delivery to the purchaser. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. UNITED INTERNATIONAL SECURITIES LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: H CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION OF UIS IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form Date and time of Extraordinary General Meeting : 9 December 2013 at 2.30 p.m. : 11 December 2013 at 2.30 p.m. Place of Extraordinary General Meeting : The Penthouse of United Overseas Bank Limited 80 Raffles Place, 62nd Storey UOB Plaza 1 Singapore

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3 CONTENTS PAGE DEFINITIONS LETTER TO SHAREHOLDERS INTRODUCTION THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS DIRECTORS RECOMMENDATIONS EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX 1 UOB LETTER APPENDIX 2 BRIEF PROCESS OF THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION APPENDIX 3 FINANCIAL STATEMENTS OF THE GROUP NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 1

4 DEFINITIONS In this Circular, the following definitions apply throughout unless the context otherwise requires: ACRA : The Accounting and Corporate Regulatory Authority of Singapore. Articles : The Articles of Association of the Company. Books Closure Date : A date to be announced on which the transfer books and Register of Members of the Company will be closed in order to determine the entitlements of Shareholders to the Distribution(s). CDP : The Central Depository (Pte) Limited. Committee : Shall have the meaning ascribed to it in paragraph 2.2. Companies Act : The Companies Act (Chapter 50 of Singapore). Delisting : The delisting of the Company from the Official List of the SGX-ST. Directors : The Directors of UIS for the time being. Distribution : The interim and/or final distribution(s) to Shareholders to be made in cash or in specie by the Liquidators following the EGM or as the case may be, settlement of all liabilities of the Company, under and upon the completion of the Proposed Members Voluntary Liquidation, in proportion to their shareholdings in the Company as at the Books Closure Date. EGM : The extraordinary general meeting of UIS, notice of which is given in the Notice of EGM. Final General Meeting : The final general meeting of the Company to be convened by the Liquidators under the Proposed Members Voluntary Liquidation. Group : UIS and its wholly-owned subsidiary, UIST. Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 7 November Liquidators : The liquidators proposed to be appointed at the EGM, details of whom are set out in paragraph 2.4. Listing Manual : The listing manual of the SGX-ST in force as at the Latest Practicable Date. 2

5 DEFINITIONS NAV : Net asset value. Notice of EGM : The notice of the EGM as set out on pages 19 and 20 of this Circular. Proposed Members Voluntary Liquidation : Shall have the meaning ascribed to it in paragraph 1.1. Requisition Letter : Shall have the meaning ascribed to it in paragraph 1.1. Securities Account : Securities accounts maintained by depositors with CDP, but not including securities sub-accounts maintained with a depository agent. SGX-ST : Singapore Exchange Securities Trading Limited. Shareholders : Registered holders of Shares, except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares and where the context admits, mean the depositors whose Securities Accounts are credited with Shares. Shares : Ordinary shares in the capital of the Company. Substantial Shareholder : A Shareholder who holds directly or indirectly 5% or more of the total number of issued Shares. S$ and cents : Singapore dollars and cents, respectively. UIS or the Company : United International Securities Limited. UIST : United International Securities Trading (Private) Limited. UOB : United Overseas Bank Limited. UOBAM : UOB Asset Management Ltd. UOB Letter : Shall have the meaning ascribed to it in paragraph 2.1. % or per cent. : Per centum or percentage. The terms depositor, depository agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular only 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. 3

6 DEFINITIONS 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 defined under the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may be. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference to a time of day in this Circular shall be a reference to Singapore time, unless otherwise specified. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. 4

7 LETTER TO SHAREHOLDERS UNITED INTERNATIONAL SECURITIES LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: H Board of Directors: Dr Wee Cho Yaw (Chairman/Executive and non-independent Director) Wee Ee Cheong (Executive and non-independent Director) Terence Ong Sea Eng (Executive and non-independent Director) Yang Soo Suan (Non-executive and independent Director) Francis Yeo Teng Yang (Non-executive and independent Director) Gn Hiang Meng (Non-executive and independent Director) Dr Ho Yew Kee (Non-executive and independent Director) To: The Shareholders of United International Securities Limited Registered Office: 80 Raffles Place UOB Plaza Singapore November 2013 Dear Sir/Madam 1. INTRODUCTION 1.1 EGM On 24 October 2013, the Company announced that it had received a requisition letter dated 24 October 2013 (the Requisition Letter ) from UOB requisitioning the Directors to convene an extraordinary general meeting of the Company for Shareholders to consider a members voluntary liquidation of the Company (the Proposed Members Voluntary Liquidation ). The Directors are convening the EGM to be held on 11 December 2013 to consider the proposed resolutions in relation to the Proposed Members Voluntary Liquidation, details of which are set out in paragraph Circular The purpose of this Circular is to provide Shareholders with information relating to the Proposed Members Voluntary Liquidation to be considered at the EGM. 1.3 SGX-ST The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. 2. THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION 2.1 The UOB Letter UOB had on the date of the Requisition Letter also issued an open letter to Shareholders (the UOB Letter ) to provide Shareholders with UOB s reasons for requisitioning an extraordinary general meeting of the Company for Shareholders to consider the Proposed Members Voluntary Liquidation. A copy of the UOB Letter is reproduced in Appendix 1 of this Circular. 5

8 LETTER TO SHAREHOLDERS 2.2 Response to the UOB Letter Following the receipt of the Requisition Letter, the Directors formed a committee comprising only the independent Directors, namely Messrs Yang Soo Suan, Francis Yeo Teng Yang, Gn Hiang Meng and Dr Ho Yew Kee, to attend to all matters relating to the Requisition Letter (the Committee ). The Committee met with representatives from UOB and discussed whether UOB had considered other exit options. UOB shared that they have considered various exit options, including open market and private sale but concluded that a members voluntary liquidation is the most appropriate option. Having evaluated the reasons for UOB s exit and considered the alternatives for Shareholders, the Committee concluded that a members voluntary liquidation is in the interests of all Shareholders. Given UOB s collective holding of 45.17% in the total issued capital of UIS, any action taken by UOB may have a direct impact on the share price of UIS, and the future of UIS as an investment company may be uncertain. The cash distributions to Shareholders following the orderly disposal of the Group s investments will provide Shareholders the certainty of realising their entire investment in the Company at a price which is closer to the NAV per Share prevailing at the time of liquidation. Pursuant to Section 176 of the Companies Act, the Directors are required to hold the EGM within two (2) months after the receipt of the Requisition Letter. In the circumstances, the Directors are convening the EGM to table and allow Shareholders to consider the proposed resolutions set out in the Notice of EGM in relation to the Proposed Members Voluntary Liquidation. 2.3 Commencement and Effect of the Proposed Members Voluntary Liquidation The Proposed Members Voluntary Liquidation, which will be conducted in accordance with the Companies Act, shall be subject to the approval of Shareholders by way of Special Resolution 1, Special Resolution 2 and Ordinary Resolution 3, all as set out in the Notice of EGM, being passed at the EGM. Special resolutions require on a poll, not less than 75% of the total number of Shares held by the Shareholders present and voting, either in person or by proxy, at the EGM to be cast in favour of the resolutions. Ordinary resolutions require on a poll, more than 50% of the total number of Shares held by the Shareholders present and voting, either in person or by proxy, at the EGM to be cast in favour of the resolutions. Under the Companies Act, the Proposed Members Voluntary Liquidation is deemed to and shall commence at the time of the passing of the Proposed Members Voluntary Liquidation resolutions. The powers of the Directors will cease from the time the Proposed Members Voluntary Liquidation commences. The Company shall from the commencement of the winding up cease to carry on its business, except so far as is required, in the opinion of the Liquidators, for the beneficial winding up thereof. In addition, under the Companies Act, any transfer of Shares made after the commencement of the Proposed Members Voluntary Liquidation is void, unless the transfer is made with the sanction of the Liquidators. If Shareholders approve the resolutions for the Proposed Members Voluntary Liquidation at the EGM, the Liquidators will sanction the transfer of Shares made on or after the EGM date up to 5.00 p.m. on the Books Closure Date, currently expected to fall on 23 December 2013 as mentioned in paragraph 2.6, or such other date as the Liquidators may deem fit. The corporate state and corporate powers of the Company shall, notwithstanding anything to the contrary in the Articles, continue until it is dissolved. 6

9 LETTER TO SHAREHOLDERS 2.4 Proposed Liquidators The Committee, having considered a few liquidators, propose that Mr Tam Chee Chong and Mr Andrew Grimmett, care of Deloitte & Touche Financial Advisory Services Pte. Ltd. of 6 Shenton Way, OUE Downtown 2, #32-00, Singapore , be appointed as the Liquidators, jointly and severally, for the purpose of the Proposed Members Voluntary Liquidation. Mr Tam is the regional managing partner of Deloitte & Touche Financial Advisory Services Southeast Asia and an executive director of Deloitte & Touche Financial Advisory Services Pte. Ltd.. Mr Tam is an approved liquidator with more than 29 years of experience in corporate restructuring and all types of insolvency engagements which include judicial management, receivership and liquidation. Mr Tam qualified as a chartered accountant and practicing accountant of the Institute of Chartered Accountants in England and Wales and Institute of Singapore Chartered Accountants respectively. He is also a board member of the Insolvency Practitioners Association of Singapore. Mr Grimmett is the head of restructuring services for Deloitte Southeast Asia and a partner of Restructuring Services and Corporate Finance, Singapore and Southeast Asia. Mr Grimmett has more than 25 years of professional experience. He specialises in corporate finance advisory, corporate restructuring advisory and is an approved liquidator. He is a member of the Insolvency Practitioners Association of Singapore, Institute of Singapore Chartered Accountants and Institute of Chartered Accountants in England and Wales and is a member of the Insolvency Practices Committee of the Institute of Singapore Chartered Accountants. Mr Tam and Mr Grimmett have given their consents to act as liquidators, subject to Shareholders approval being obtained in respect of their proposed appointments. Subject to Shareholders approval being obtained at the EGM in relation to their appointment and remuneration, Mr Tam and Mr Grimmett will be appointed as the Liquidators, jointly and severally, and their remuneration shall be based on their normal scale rates and time cost incurred in carrying out the winding up of the Company, which is estimated to be approximately S$250,000 (excluding applicable taxes and disbursements). The Liquidators remuneration, applicable taxes and disbursements incurred are to be paid out of the assets of the Company. 2.5 Distribution of Cash The Liquidators will attend to and wind up the affairs of the Company and discharge the liabilities of the Company in accordance with the laws of Singapore. The amount of Distribution(s) Shareholders will receive pursuant to the Proposed Members Voluntary Liquidation will depend on, inter alia: (a) (b) the price at which the investments are realised, which is in turn subject to market conditions; and the amount of the Group s liabilities as well as the costs and expenses to be incurred in connection with the operations of the Company and the Proposed Members Voluntary Liquidation. 7

10 LETTER TO SHAREHOLDERS As at 30 September 2013, the unaudited NAV of the Group was approximately S$297.8 million. Statements of (i) the audited consolidated statements of comprehensive income of the Group for the past three (3) financial years ended 31 December 2010, 2011 and 2012 and the unaudited consolidated statements of comprehensive income of the Group for the nine (9)-month period ended 30 September 2013 and (ii) the audited consolidated balance sheet of the Group as at 31 December 2012 and the unaudited consolidated balance sheet of the Group as at 30 September 2013 are set out in Appendix 3 of this Circular. If Shareholders approve the Proposed Members Voluntary Liquidation at the EGM, UOBAM s appointment as the Group s investment manager will cease in accordance with their terms of appointment. However, as UOBAM is the Group s current investment manager and has intimate knowledge of the Group s investments, the Liquidators will, in the interests of expediency and upon the commencement of the Proposed Members Voluntary Liquidation, retain the services of UOBAM to assist the Liquidators to realise the Group s investments in an orderly manner. The fees for the retention of the services of UOBAM in connection with the Proposed Members Voluntary Liquidation following the cessation of its appointment as investment manager is fixed at 0.4 per cent per annum of the realisable assets of the portfolio (excluding cash) as at 30 November 2013, subject to a maximum of S$80,000. The members of the Committee consider such fee structure of UOBAM to be reasonable. The Liquidators will satisfy: (A) (B) (C) all liabilities, including settlement and clearance of the Group s taxation liabilities (if any); costs and expenses associated with the operations of the Company, including directors fees (if approved by Shareholders at the EGM), listing fees and fund management fees; and costs and expenses to be incurred by the Company in connection with the Proposed Members Voluntary Liquidation. The net proceeds from the disposal, after deducting all the Group s liabilities as well as the costs and expenses to be incurred in connection with the operations of the Company and the Proposed Members Voluntary Liquidation, will be distributed to Shareholders in proportion to their respective shareholdings in the Company. The Liquidators may make the Distribution(s) in various stages comprising interim Distribution(s), as they may consider appropriate having regard to the assets and liabilities of the Group. The Liquidators will make a final Distribution of the remaining surplus assets of the Group in cash or in specie to and among the Shareholders. Shareholders can refer to Appendix 2 of this Circular for a brief description of the process of and the indicative timetable for the Proposed Members Voluntary Liquidation. 2.6 Last Day of Trading, Suspension, Books Closure Date, Delisting and Administrative Procedures Shareholders should note that Shareholders approval for the Proposed Members Voluntary Liquidation will lead to the Delisting of the Company. Rule 1308 of the Listing Manual read with Rules 1307(1), (2) and (3) of the Listing Manual provides that in a voluntary liquidation, shareholders approval for the delisting of a company is not required. 8

11 LETTER TO SHAREHOLDERS Subject to the Proposed Members Voluntary Liquidation being approved by Shareholders at the EGM, the SGX-ST has confirmed that the last day for trading of the Shares is expected to be 18 December Accordingly, the trading of the Shares on the SGX-ST is expected to be suspended with effect from 9.00 a.m. on 19 December The Books Closure Date for the purpose of determining Shareholders entitlements to the Distribution(s) is expected to be at 5.00 p.m. on 23 December Thereafter, the listing of the Shares is expected to be withdrawn from the Official List of the SGX-ST with effect from, and accordingly the Delisting is expected to occur on, 26 December In respect of depositors having Shares standing to the credit of their Securities Accounts, upon Delisting, the Company will make arrangements with CDP for the withdrawal and cancellation of the share certificates issued in the name of CDP or its nominee and the reissuance of new share certificates to the depositors. Following the withdrawal of the share certificates issued in the name of CDP or its nominee, CDP will debit the Shares in the Securities Accounts of such depositors. New share certificates will be sent by the Company s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd by ordinary mail at the depositors own risk to the depositors addresses as they appear in the records of CDP. The depositors names will also be entered in the Register of Members as members. Accordingly, Shareholders should note that following Delisting and after CDP debits the Shares in the Securities Accounts of the depositors, CDP will not be involved in the Distribution(s). The Distribution(s) will then be undertaken by the Company with the assistance of the Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd. 2.7 Subsidiary UIST, a wholly-owned subsidiary of the Company, was incorporated on 29 September UIST is primarily engaged in investment trading. In the event that the Proposed Members Voluntary Liquidation is approved by Shareholders, UIST will also be placed in voluntary liquidation. 2.8 Financial Effects of the Proposed Members Voluntary Liquidation The Proposed Members Voluntary Liquidation, if approved by Shareholders, will result in the Company being liquidated and ceasing operation as a going concern. There will not be any operating profit or loss going forward. All assets, after deducting liabilities and expenses, will be distributed to Shareholders. Accordingly, the comparative financial effects before and after the Proposed Members Voluntary Liquidation is not meaningful. 2.9 Directors Fees for 2013 The practice of the Company has been to approve and pay its directors fees in arrears. If the resolutions in respect of the Proposed Members Voluntary Liquidation are passed at the EGM, the Proposed Members Voluntary Liquidation will commence on the date of the EGM. As there is uncertainty as to whether and when the Directors will be paid for their service for the period from 1 January 2013 to the date of the EGM, the Directors will also, at the EGM, seek the approval of Shareholders for their fees in respect of the same period. 9

12 LETTER TO SHAREHOLDERS The proposed directors fees, as set out in Ordinary Resolution 4 of the Notice of EGM, for such period is S$112,500. By way of reference, Shareholders had approved the payment of S$112,500 as directors fees for the financial year ended 31 December 2012 at the forty-third annual general meeting of the Company held on 17 April Pursuant to Section 169 of the Companies Act, all emoluments for a director of a company in respect of his office are required to be approved by shareholders by a resolution that is not related to other matters. Ordinary Resolution 4, if passed at the EGM, will facilitate the payment of directors fees by the Liquidators out of the assets of the Company to the Directors for services rendered for the period from 1 January 2013 to the date of the EGM. Shareholders should note that Ordinary Resolution 4 will only be tabled during the EGM if Special Resolution 1, Special Resolution 2 and Ordinary Resolution 3 are passed by the Shareholders. 3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 3.1 Directors As at the Latest Practicable Date, the interests of the Directors in the Shares as recorded in the Register of Directors Shareholdings are as follows: Direct Interest Deemed Interest Director No. of Shares % (1) No. of Shares % (1) Dr Wee Cho Yaw 27, ,350, Wee Ee Cheong Yang Soo Suan Francis Yeo Teng Yang 10, Terence Ong Sea Eng Gn Hiang Meng Dr Ho Yew Kee 30, Note: (1) As a percentage of the total of 199,876,170 issued Shares as at the Latest Practicable Date. 3.2 Substantial Shareholders As at the Latest Practicable Date, the interests of the Substantial Shareholders of UIS as recorded in the Register of Substantial Shareholders are as follows: Substantial Shareholder Direct Interest Deemed Interest Total Interest No. of Shares % (1) No. of Shares % (1) No. of Shares % (1) Pan Pacific Hotels Group Limited 12,350,800 (2) ,350, UOB Holdings Private Limited 32,784,500 (3) ,784, United Overseas Bank Limited 98,712,320 (3) ,712,

13 LETTER TO SHAREHOLDERS Substantial Shareholder Direct Interest Deemed Interest Total Interest No. of Shares % (1) No. of Shares % (1) No. of Shares % (1) UOL Group Limited 12,350,800 (2) ,350, Wee Cho Yaw 27, ,350,800 (2) ,378, Notes: (1) As a percentage of the total of 199,876,170 issued Shares as at the Latest Practicable Date. (2) UOL Group Limited and Dr Wee Cho Yaw are deemed to have an interest in the Shares held by Pan Pacific Hotels Group Limited. (3) United Overseas Bank Limited is deemed to have an interest in the Shares held by UOB Holdings Private Limited. 4. DIRECTORS RECOMMENDATIONS 4.1 Special Resolution 1, Special Resolution 2 and Ordinary Resolution 3 For the reasons set out in paragraph 2.2, the Directors (with the exception of Dr Wee Cho Yaw, Messrs Wee Ee Cheong and Terence Ong Sea Eng) unanimously recommend that the Shareholders vote in favour of Special Resolution 1, Special Resolution 2 and Ordinary Resolution 3 relating to the Proposed Members Voluntary Liquidation as set out in the Notice of EGM. As Dr Wee Cho Yaw, Messrs Wee Ee Cheong and Terence Ong Sea Eng are also directors, shareholders and/or management executives of UOB, they have refrained from making any recommendation on Special Resolution 1, Special Resolution 2 and Ordinary Resolution 3 relating to the Proposed Members Voluntary Liquidation as set out in the Notice of EGM. 4.2 Ordinary Resolution 4 As Ordinary Resolution 4 set out in the Notice of EGM relates to the fees of the Directors, the Directors have refrained from making any recommendation on Ordinary Resolution EXTRAORDINARY GENERAL MEETING 5.1 EGM The EGM, notice of which is set out on pages 19 and 20, will be held at the Penthouse of United Overseas Bank Limited, 80 Raffles Place, 62nd Storey, UOB Plaza 1, Singapore on 11 December 2013 at 2.30 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice of EGM. 5.2 Depositor If you are a depositor, you will not be entitled to attend and vote at the EGM unless you are shown to have Shares entered against your name in the Depository Register at least 48 hours before the time fixed for holding the EGM, as certified by CDP to UIS. 6. ACTION TO BE TAKEN BY SHAREHOLDERS The Notice of EGM is on pages 19 and 20 of this Circular followed by the Proxy Form. If any Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, such Shareholder should complete, sign and return the attached Proxy Form to the Company Secretary of UIS in accordance with the instructions printed thereon as soon 11

14 LETTER TO SHAREHOLDERS as possible and, in any event, so as to reach the Company s office at 80 Raffles Place, #04-20, UOB Plaza 2, Singapore (Attention: The Company Secretary) not later than 48 hours before the time fixed for the EGM. A proxy need not be a member of the Company. Completing and returning a Proxy Form does not preclude the Shareholder from attending and voting in person at the EGM in place of his proxy. 7. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm 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 Members Voluntary Liquidation, the Company and its subsidiary, 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/or reproduced in this Circular in its proper form and context. 8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents may be inspected at the Company s office at 80 Raffles Place, #04-20, UOB Plaza 2, Singapore , during normal business hours from the date of this Circular up to and including the date of the EGM: (a) (b) (c) the Memorandum and Articles of Association of the Company; the Declaration of Solvency made by the Directors pursuant to Section 293 of the Companies Act; the letters of consent to act from the Liquidators; (d) the annual report of the Company for the financial year ended 31 December 2012; (e) (f) (g) announcement dated 24 October 2013 by the Company of the unaudited consolidated financial results of the Group for the nine (9)-month period ended 30 September 2013; the Requisition Letter; and the UOB Letter. Yours faithfully, For and on behalf of the Board of Directors UNITED INTERNATIONAL SECURITIES LIMITED Dr Wee Cho Yaw Chairman 12

15 APPENDIX 1 UOB LETTER 13A

16 APPENDIX 1 UOB LETTER 13B

17 APPENDIX 2 BRIEF PROCESS OF THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION Step(s) Event(s) Estimated Timetable/Date(s) 1. Directors declaration of solvency and statement of assets, liabilities and estimated expenses of winding up, of the Company 2. Lodgement of the declaration of solvency and statement of assets, liabilities and estimated expenses of winding up, of the Company with ACRA To be made by a majority of the Directors at a meeting of Directors held before the issuance of the Notice of EGM and within five (5) weeks immediately preceding the passing of the Proposed Members Voluntary Liquidation resolutions Before the date on which the Notice of EGM is to be issued 3. Issuance of the Notice of EGM At least 21 days before the EGM and at least one (1) day after Step 2 4. Date of the EGM in relation to the Proposed Members Voluntary Liquidation 5. Commencement of the Proposed Members Voluntary Liquidation 6. Lodgement of notice of passing of the Proposed Members Voluntary Liquidation resolutions with ACRA and the Official Receiver 11 December December 2013 (assuming the Shareholders approve the Proposed Members Voluntary Liquidation resolutions) Within seven (7) days after Step 4 7. Expected last day for trading of Shares 18 December Expected suspension date of the Shares on the SGX-ST 9. Notice to creditors for proof of debts by way of advertisement of the notice of passing of the Proposed Members Voluntary Liquidation resolutions in a local newspaper circulating in Singapore 9.00 a.m. on 19 December 2013 Within 10 days after Step Expected Books Closure Date 5.00 p.m. on 23 December Lodgement of notice of appointment of Liquidators and the situation of his office with ACRA and the Official Receiver Within 14 days after Step Expected Delisting date 26 December

18 APPENDIX 2 BRIEF PROCESS OF THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION Step(s) Event(s) Estimated Timetable/Date(s) 13. Liquidators disposal of all assets, settlement of liabilities and finalisation of tax clearance 14. If liquidation is not concluded within six (6) months from the appointment of the Liquidators, Liquidators are to lodge in the prescribed form (and verified by statutory declaration where required) accounts of his receipts and payments and a statement of the position in the winding up to ACRA and the Official Receiver, within one (1) month after the expiration of a period of six (6) months from his appointment and of every subsequent period of six (6) months, until the settlement of the affairs of the Company 15. If liquidation is not concluded within one (1) year from the commencement of the Proposed Members Voluntary Liquidation, Liquidators are to convene a general meeting of the Company at the end of the first year and of each succeeding year or not more than three (3) months thereafter, giving an account of the winding up proceedings during the preceding year 16. On completion of the liquidation, publication of a notice of the Final General Meeting in at least four (4) local daily newspapers (one each in English, Malay, Chinese and Tamil languages) regarding time, place and object of the Final General Meeting of Shareholders At least one (1) month before the Final General Meeting of the Shareholders If the Company does not have any creditors or liabilities since the commencement of liquidation, upon a statutory declaration made by the Liquidators and filed with the Official Receiver, the notice may be advertised only in one (1) newspaper circulating generally throughout Singapore 15

19 APPENDIX 2 BRIEF PROCESS OF THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION Step(s) Event(s) Estimated Timetable/Date(s) 17. Holding of the Final General Meeting of Shareholders to table a report giving an account of the entire winding up process 18. Lodgement with ACRA and the Official Receiver the notice of the holding of the Final General Meeting and a copy of the Liquidators accounts One (1) month after Step 16 Within seven (7) days of Step Dissolution of the Company Three (3) months after completion of Step 18 Note: The indicative timetable of the brief process of the Proposed Members Voluntary Liquidation above is prepared based on the assumption that the Shareholders approve the Proposed Members Voluntary Liquidation and the appointment of the Liquidators at the EGM. Save for the dates of the Notice of EGM and the EGM, the dates given in the timetable are based on the expectations of the Company and the Liquidators as at the Latest Practicable Date and are thus indicative only and the dates may be subject to change. The actual dates will depend on various factors, some of which are beyond the reasonable control of the Company and the Liquidators. 16

20 APPENDIX 3 FINANCIAL STATEMENTS OF THE GROUP Consolidated Statements of Comprehensive Income 9-month period ended 30 September 2013 FY 2012 FY 2011 FY 2010 Unaudited Audited $ 000 $ 000 $ 000 $ 000 Profit/(loss) on sale of available-for-sale securities 4,357 (1,330) 1,647 13,084 Loss on trading securities (581) (28) Dividend income 5,126 5,964 5,724 5,551 Interest income 1,837 3,702 5,464 6,165 Other income ,494 (340) Operating revenue 11,564 8,821 16,329 24,460 Less: Operating expenses 2,133 3,177 4,298 4,430 Operating profit 9,431 5,644 12,031 20,030 Less: Impairment charge on available-forsale securities 2, ,000 Profit before tax 6,831 5,169 6,031 20,030 Less: Tax 833 1,173 1,230 3,048 Profit for the financial period/year 5,998 3,996 4,801 16,982 Other comprehensive income: Change in fair value (10,703) 10,926 (40,616) 4,571 Transfer to profit and loss account on disposal/impairment (54) 11,013 5,170 (10,953) Other comprehensive income for the financial period/year, net of tax (10,757) 21,939 (35,446) (6,382) Total comprehensive income for the financial period/year, net of tax (4,759) 25,935 (30,645) 10,600 Earnings per share Basic & diluted (cents) Gross dividend per share (cents) NTA per share ($)

21 APPENDIX 3 FINANCIAL STATEMENTS OF THE GROUP Consolidated Balance Sheets Assets As at 30 September 2013 Unaudited As at 31 December 2012 Audited $ 000 $ 000 Balances with UOB Group 15,045 2,380 Balances with other banks 5,242 2,592 Balances with brokers 3,981 3,904 Trading securities 5,176 4,787 Investment securities 269, ,884 Other assets 939 1,095 Total assets 299, ,642 Equity and liabilities Equity Share capital 195, ,505 Merger reserve 15,189 15,189 Fair value reserve (11,301) (544) Retained earnings 98, ,365 Total equity 297, ,515 Liabilities Other liabilities 1,150 1,657 Tax payable 721 1,179 Deferred tax liabilities 291 Total liabilities 1,871 3,127 Total equity and liabilities 299, ,642 18

22 NOTICE OF EXTRAORDINARY GENERAL MEETING UNITED INTERNATIONAL SECURITIES LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: H NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the members of United International Securities Limited (the Company ) will be held at the Penthouse of United Overseas Bank Limited, 80 Raffles Place, 62nd Storey, UOB Plaza 1, Singapore on 11 December 2013 at 2.30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1 and 2 will be proposed as special resolutions and Resolutions 3 and 4 will be proposed as ordinary resolutions: SPECIAL RESOLUTION 1: APPROVAL OF THE PROPOSED MEMBERS VOLUNTARY LIQUIDATION THAT: (a) (b) the Company be and is hereby wound up by way of a members voluntary liquidation pursuant to Section 290(1)(b) of the Companies Act (Chapter 50 of Singapore) (the Companies Act ); and the Directors (or any one of them) be and are hereby authorised to take such steps, make such arrangements, do all such acts and things and exercise such discretion in connection with, relating to or arising from the matters contemplated herein, as they or he may from time to time consider fit, necessary, desirable or expedient to give effect to such matters and this Resolution as they or he may deem fit. SPECIAL RESOLUTION 2: APPOINTMENT OF LIQUIDATORS AND APPROVAL OF POWERS OF LIQUIDATORS THAT, subject to and contingent upon Special Resolution 1 being passed: (a) (b) (c) (d) Mr Tam Chee Chong and Mr Andrew Grimmett, care of Deloitte & Touche Financial Advisory Services Pte. Ltd. of 6 Shenton Way, OUE Downtown 2, #32-00, Singapore (the Liquidators ), be and are hereby appointed as liquidators of the Company, jointly and severally, for the purposes of such winding up, such appointment to take effect forthwith following the passing of this Resolution; the Liquidators be and are hereby authorised under Section 305 of the Companies Act, to, jointly and severally, exercise any of the powers provided by Section 272(1)(b), (c), (d) and (e) of the Companies Act; in accordance with the provisions of the Company s Articles of Association, the Liquidators be and are hereby authorised to, jointly and severally, distribute and divide amongst the members of the Company in cash or in specie the surplus assets of the Company as the Liquidators may determine; and the Liquidators be and are hereby authorised to, jointly and severally, take such steps, make such arrangements, do all such acts and things and exercise such discretion in connection 19

23 NOTICE OF EXTRAORDINARY GENERAL MEETING with, relating to or arising from the matters contemplated herein, as they may from time to time consider fit, necessary, desirable or expedient to give effect to such matters and this Resolution. ORDINARY RESOLUTION 3: APPROVAL OF THE REMUNERATION OF THE LIQUIDATORS THAT, subject to and contingent upon Special Resolution 1 and Special Resolution 2 being passed: (a) (b) (c) the remuneration of the Liquidators be based on their normal scale rates and time cost incurred in carrying out the winding up of the Company (estimated to be approximately S$250,000 (excluding applicable taxes and disbursements)), and that the said remuneration and disbursements incurred (including all fees and expenses payable to the various professionals the Liquidators may need to engage to assist in the liquidation of the Company) be paid out of the assets of the Company; the Liquidators be and are hereby authorised to, jointly and severally, take such steps, make such arrangements, do all such acts and things and exercise such discretion in connection with, relating to or arising from the matters contemplated herein, as they may from time to time consider fit, necessary, desirable or expedient to give effect to such matters and this Resolution; and the Liquidators be and are hereby authorised to destroy the books, accounts and documents of the Company and of the Liquidators three (3) months after the date of dissolution of the Company pursuant to Section 320(3)(b) of the Companies Act. ORDINARY RESOLUTION 4: APPROVAL OF DIRECTORS FEES THAT, subject to and contingent upon Special Resolution 1, Special Resolution 2 and Ordinary Resolution 3 being passed, approval be and is hereby given for directors fees of S$112,500 to be paid to the Directors for the period commencing 1 January 2013 and ending on the date of the Extraordinary General Meeting (being the commencement date of the Proposed Members Voluntary Liquidation). BY ORDER OF THE BOARD Vivien Chan Company Secretary United International Securities Limited 14 November 2013 Notes: 1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one (1) or two (2) proxies to attend and vote in his stead. A proxy need not be a member of the Company. 2. To be effective, the instrument appointing a proxy or proxies must be deposited at the Company s office at 80 Raffles Place, #04-20, UOB Plaza 2, Singapore (Attention: The Company Secretary) not less than 48 hours before the time fixed for holding the Extraordinary General Meeting. 20

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25 UNITED INTERNATIONAL SECURITIES LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: H PROXY FORM FOR EXTRAORDINARY GENERAL MEETING I/We of IMPORTANT 1. For investors who have used their CPF monies to buy shares of United International Securities Limited, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to attend the Extraordinary General Meeting as an observer must submit their requests through their CPF Approved Nominees in accordance with their instructions within the time frame specified. 4. CPF investors who wish to vote must submit their voting instructions to their CPF Approved Nominees to enable them to vote on their behalf. (Name) (Address) being (a) member/members of United International Securities Limited (the Company ), hereby appoint: Name NRIC/Passport No. Proportion of Shareholdings Address and/or* No. of Shares % Name NRIC/Passport No. Proportion of Shareholdings Address * Please delete as appropriate. No. of Shares % or failing him/her, the Chairman of the Extraordinary General Meeting of the Company as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at the Penthouse of United Overseas Bank Limited, 80 Raffles Place, 62nd Storey, UOB Plaza 1, Singapore on 11 December 2013 at 2.30 p.m. and at any adjournment thereof. (Please indicate with an X in the space provided how you wish your proxy/proxies to vote. In the absence of specific directions, the proxy/proxies will vote or abstain from voting as the proxy/proxies deem fit.) Resolution For Against Special Resolution 1: To approve the Proposed Members Voluntary Liquidation Special Resolution 2: To approve the appointment of the Liquidators and the powers of the Liquidators Ordinary Resolution 3: To approve the remuneration of the Liquidators Ordinary Resolution 4: To approve directors fees Dated this day of 2013 Signature(s) of Member(s) or Common Seal of Corporate Shareholder(s) IMPORTANT: PLEASE READ NOTES OVERLEAF. Shares in: Depository Register Register of Members Total No. of Shares

26 1 st Fold Notes: 1. Please insert the number of shares held by you and registered in your name in the Register of Members and in the Depository Register of The Central Depository (Pte) Limited. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two (2) proxies to attend and vote instead of him. A proxy need not be a member of the Company. 3. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. 4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the Meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under this instrument of proxy, to the Meeting. 5. The instrument appointing a proxy or proxies must be deposited at the Company s office at 80 Raffles Place, #04-20, UOB Plaza 2, Singapore (Attention: The Company Secretary) not less than 48 hours before the time appointed for the Meeting. 6. The instrument appointing a proxy or proxies must be signed under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of an officer or attorney duly authorised. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof (failing previous registration with the Company) must be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 7. A corporation which is a member may authorise by a resolution of its directors or other governing body, such person as it thinks fit to act as its representative at the Meeting, in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore. 8. The Company shall be entitled to reject the instrument of proxy if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument of proxy if the appointor is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company. 9. Agent Banks acting on the request of CPF investors who wish to attend the meeting as observers are required to submit in writing, a list with details of the investors names, NRIC/passport numbers, addresses and numbers of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach the Company s office at 80 Raffles Place, #04-20, UOB Plaza 2, Singapore (Attention: The Company Secretary) not later than 48 hours before the time fixed for holding the Meeting. 2 nd Fold Postage will be paid by addressee. For posting in Singapore only. BUSINESS REPLY SERVICE PERMIT NO The Company Secretary 80 Raffles Place, #04-20, UOB Plaza 2 Singapore FOLD AND GLUE OVERLEAF. DO NOT STAPLE.

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28 TOPPAN VITE PTE. LTD. SCR