Circular dated 26 March 2009 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, 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. 199000184D) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE RENEWAL OF THE SHARE PURCHASE MANDATE IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : Saturday, 25 April 2009 at 10.15 a.m. Date and time of Extraordinary General Meeting : Monday, 27 April 2009 at 10.15 a.m. (or as soon thereafter as the Twentieth Annual General Meeting of the Company to be held at 10.00 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 179031
CONTENTS DEFINITIONS... 3 Page LETTER TO SHAREHOLDERS 1. Introduction... 5 2. Renewal of the Share Purchase Mandate... 5 3. Recommendation... 14 4. Directors and Substantial Shareholders interests... 14 5. Extraordinary General Meeting... 14 6. Action to be taken by Shareholders... 15 7. Responsibility statement... 15 NOTICE OF EXTRAORDINARY GENERAL MEETING... 16 PROXY FORM 2
DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: Articles Board CDP Company Companies Act Directors EGM Group Latest Practicable Date Listing Manual NTA SGX-ST Shareholders Shares Substantial Shareholder Take-over Code 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 16 to 17 of this Circular The Company and its subsidiaries 3 March 2009, being the latest practicable date prior to the printing of this Circular The Listing Manual of the SGX-ST Net tangible assets Singapore Exchange Securities Trading Limited 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 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. 3
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 in the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it in the Companies Act or any statutory modification 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
G. K. GOH HOLDINGS LIMITED (Company Registration No. 199000184D) (Incorporated in the Republic of Singapore) Directors: Registered Office: Goh Geok Khim (Executive Chairman) 50 Raffles Place #33-00 Goh Yew Lin (Managing Director) Singapore Land Tower Nicholas George Singapore 048623 Lee Soo Hoon Lim Keng Jin Tang See Chim To the Shareholders of G. K. GOH HOLDINGS LIMITED 26 March 2009 Dear Sir/Madam 1. INTRODUCTION 1.1 Summary. The Directors have convened an Extraordinary General Meeting of the Company to be held on 27 April 2009 to seek Shareholders approval for the renewal of the general mandate to enable the Company to purchase or acquire its issued Shares (the Share Purchase Mandate ). 1.2 This Circular. The purpose of this Circular is to provide Shareholders with information relating to the proposed renewal of the Share Purchase Mandate. 2. RENEWAL OF THE SHARE PURCHASE MANDATE 2.1 Rationale. At an Extraordinary General Meeting of the Company held on 21 April 2008, Shareholders had approved a Share Purchase Mandate, details of which were set out in the Company s Circular to Shareholders dated 20 March 2008 (the Mandate-2008 ). The authority contained in the Mandate-2008 was expressed to continue in force until the next Annual General Meeting of the Company and, as such, would be expiring on 27 April 2009, being the date of the forthcoming Twentieth 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 flexibility 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 flexibility 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: (a) (b) a mechanism to facilitate the return of surplus cash over and above its financial and possible investment needs in an expedient and cost-efficient manner; and the opportunity to purchase or acquire Shares when such Shares are undervalued. 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. 5
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 319,678,805 issued Shares, none of which were held as 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 319,678,805 issued Shares as at the Latest Practicable Date, and assuming that no further Shares are issued and no Shares are held as treasury shares on or prior to the EGM, not more than 31,967,880 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 earlier of: (a) (b) 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; or the date (being a date after the Approval Date) on which the authority contained in the Share Purchase Mandate is revoked or varied. Manner of purchase Purchases or acquisitions of Shares may be made by way of: (a) (b) market purchases ( Market Purchases ); and/or off-market purchases in accordance with an equal access scheme ( Off-Market Purchases ). 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. 6
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 fit 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 Takeover 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; and (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. 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. However, the purchase price must not exceed: (a) (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. 7
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: (a) (b) (c) (d) (e) sell the treasury shares for cash; 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. 8
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, and 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. 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 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 profits. The Company intends to use internal sources of funds, or a combination of internal resources and external borrowings, to finance purchases or acquisitions of its Shares. 2.8 Financial effects. The financial 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 profits 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 financial effects on the Group and the Company based on the audited financial statements of the Group and the Company for the financial year ended 31 December 2008 are 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 profits 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 profits, 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. 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. Maximum Price paid for Shares acquired or purchased Based on 319,678,805 issued Shares as at the Latest Practicable Date, the exercise in full of the Share Purchase Mandate will result in the purchase or acquisition of 31,967,880 Shares. Assuming that the Company purchases or acquires the 31,967,880 Shares at the Maximum Price, the maximum amount of funds required is approximately: (a) in the case of Market Purchases, $15,856,068 based on $0.496 for each Share (being 105% of the Average Closing Price of a Share immediately preceding the Latest Practicable Date); and (b) in the case of an Off-Market Purchase, $18,093,821 based on $0.566 for each Share (being120% of the Average Closing Price of a Share immediately preceding the Latest Practicable Date). Whether the Shares are cancelled or held in treasury The financial 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. 9
Purely for illustrative purposes, on the basis of the foregoing assumptions, and based on the audited financial statements of the Group and the Company for the financial year ended 31 December 2008, and assuming that (i) purchases of Shares are made to the extent as aforesaid; (ii) such purchases of Shares are financed solely by internal resources; (iii) no further Shares are issued between 1 January 2008 and the Latest Practicable Date; (iv) the Share Purchase Mandate had been effective on 1 January 2008; and (v) the Company had purchased the 31,967,880 Shares on 1 January 2008, the financial effects of the purchase or acquisition of such Shares by the Company on the audited financial statements of the Group and the Company for the financial year ended 31 December 2008 would be as follows: MARKET PURCHASE Group Company Before Share After Share Before Share After Share Purchase Purchase (1) Purchase Purchase (1) $ 000 $ 000 $ 000 $ 000 As at 31 December 2008 Shareholders funds 277,045 261,189 244,934 229,078 NTA 277,045 261,189 244,934 229,078 Current assets 156,067 140,211 219,797 203,941 Current liabilities 63,685 63,685 7,707 7,707 Working capital 92,382 76,526 212,090 196,234 Total borrowings 12,404 12,404 Number of Shares ( 000) 319,679 287,711 319,679 287,711 Financial ratios NTA per Share ($) (2) 0.87 0.91 0.77 0.80 Gearing (%) (3) 4.48 4.75 Current ratio (times) (4) 2.45 2.20 28.52 26.46 Basic earnings per Share ($) (5) (0.280) (0.311) (0.068) (0.075) OFF-MARKET PURCHASE Group Company Before Share After Share Before Share After Share Purchase Purchase (1) Purchase Purchase (1) $ 000 $ 000 $ 000 $ 000 As at 31 December 2008 Shareholders funds 277,045 258,951 244,934 226,840 NTA 277,045 258,951 244,934 226,840 Current assets 156,067 137,973 219,797 201,703 Current liabilities 63,685 63,685 7,707 7,707 Working capital 92,382 74,288 212,090 193,996 Total borrowings 12,404 12,404 Number of Shares ( 000) 319,679 287,711 319,679 287,711 Financial ratios NTA per Share ($) (2) 0.87 0.90 0.77 0.79 Gearing (%) (3) 4.48 4.79 Current ratio (times) (4) 2.45 2.17 28.52 26.17 Basic earnings per Share ($) (5) (0.280) (0.311) (0.068) (0.075) 10
Notes to the foregoing tables: (1) The disclosed financial effects remain the same irrespective of whether the purchases are effected out of capital or profits, or the purchased Shares are held in treasury or cancelled. (2) NTA equals Shareholders funds less intangible assets. (3) Gearing equals total borrowings divided by Shareholders funds. (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 2008 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 financial 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. 2.10 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. 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 first three quarters of its financial year and one month immediately preceding, and including the date of, the announcement of its results for the financial year, respectively. 11
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 float of approximately 37.3% in the issued Shares as at the Latest Practicable Date, the Company is of the view that there is, at such date, a sufficient 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 sufficient float for an orderly market in its securities when purchasing its issued Shares. 2.11 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 Takeover 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 takeover 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 take-over 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. 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: (a) (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 financial 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. 12
The interests of the Directors and Substantial Shareholders as at the Latest Practicable Date are set out in Paragraph 4 below. As at the Latest Practicable Date, GKG Investment Holdings Pte Ltd ( GKGI ) was interested in 176,076,460 Shares, representing 55.08% 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 of the Company, 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. 2.12 Particulars of Shares purchased in the past year. As at the Latest Practicable Date, the Company had, pursuant to and in accordance with the terms of the Mandate-2008, purchased an aggregate of 7,928,000 Shares by way of Market Purchases effected on the SGX-ST. The prices paid, and other particulars relating to the purchases, are set out below. Total no. of Purchase Price Aggregate Shares per Share consideration Transaction Date purchased ($) ($) 14 November 2008 264,000 0.5355 141,372.00 18 November 2008 413,000 0.5330 220,129.00 19 November 2008 389,000 0.5337 207,609.30 1 December 2008 6,862,000 0.4950 3,396,690.00 7,928,000 Notes: The above table sets out information on purchases of Shares made pursuant to the Mandate-2008 up to the Latest Practicable Date. Aggregate consideration excludes brokerage, commission, applicable goods and services tax and other related expenses of the purchase. 13
3. RECOMMENDATION 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 Share Purchase Mandate at the EGM. 4. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 4.1 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, are as follows: Number of Shares Direct Deemed Total Directors Interest % Interest % % Goh Geok Khim 176,076,460 55.08 55.08 Goh Yew Lin 176,076,460 55.08 55.08 Nicolas George Lee Soo Hoon 20,000 0.01 0.01 Lim Keng Jin 2,612,000 0.82 3,200,000 1.00 1.82 Tang See Chim 1,800 n.m. Notes: % is based on 319,678,805 issued Shares as at the Latest Practicable Date, none of which are held as 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. 4.2 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, are as follows: Number of Shares Direct Deemed Total Substantial Shareholders Interest % Interest % % GKG Investment Holdings Pte Ltd 176,076,460 55.08 55.08 Goh Geok Khim 176,076,460 55.08 55.08 Goh Yew Lin 176,076,460 55.08 55.08 Tay Kwang Thiam 18,500,000 5.79 5.79 Notes: % is based on 319,678,805 issued Shares as at the Latest Practicable Date, none of which are held as 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. 5. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 16 to 17 of this Circular, will be held at Cinnamon Room, Novotel Singapore Clarke Quay, 177A River Valley Road, Singapore 179031 on Monday, 27 April 2009 at 10.15 a.m. (or as soon thereafter as the Twentieth Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned) for the purpose of considering and, if thought fit, passing (with or without any modifications) the Ordinary Resolution set out in the Notice of EGM. 14
6. ACTION TO BE TAKEN BY SHAREHOLDERS 6.1 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 office of the Company at 50 Raffles Place #33-00, Singapore Land Tower, Singapore 048623 not later than 10.15 a.m. on Saturday, 25 April 2009. 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. 6.2 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. 7. RESPONSIBILITY STATEMENT The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are fair and accurate and that there are no material facts the omission of which would make any statement in this Circular misleading in any material respects. Where information has been extracted and/or reproduced from published and publicly available sources, the sole responsibility of the Directors has been to ensure that such information is accurately reproduced in this Circular. Yours faithfully G. K. GOH HOLDINGS LIMITED Goh Geok Khim Executive Chairman 15
G. K. GOH HOLDINGS LIMITED (Company Registration No. 199000184D) (Incorporated in the Republic of Singapore) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of G. K. Goh Holdings Limited (the Company ) will be held at Cinnamon Room, Novotel Singapore Clarke Quay, 177A River Valley Road, Singapore 179031 on Monday, 27 April 2009 at 10.15 a.m. (or as soon thereafter as the Twentieth Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolution as an Ordinary Resolution: ORDINARY RESOLUTION Renewal of Share Purchase Mandate That: (a) for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50 (the Companies Act ), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company ( Shares ) not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of: (i) (ii) market purchases (each a Market Purchase ) on the Singapore Exchange Securities Trading Limited ( SGX-ST ) or any other stock exchange on which the Shares may for the time being be listed and quoted ( Other Exchange ); and/or off-market purchases (each an Off-Market Purchase ) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws, regulations and rules of the SGX-ST or, as the case may be, Other Exchange, as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the Share Purchase Mandate ); (b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of: (i) (ii) the date on which the next Annual General Meeting of the Company is held; or the date by which the next Annual General Meeting of the Company is required by law to be held; (c) in this Resolution: Prescribed Limit means that number of Shares representing 10% of the issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares); 16
Maximum Price in relation to a Share to be purchased, means the purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding: (i) (ii) in the case of a Market Purchase of a Share, 105% of the Average Closing Price; and in the case of an Off-Market Purchase of a Share, 120% of the Average Closing Price, where: Average Closing Price is the average of the closing market prices of a Share over the last five (5) market days on which the Shares were transacted on the SGX-ST or, as the case may be, Other Exchange, 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 five (5) market 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; and (d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution. By Order of the Board Tan Cher Liang Tan San-Ju Secretaries Singapore 26 March 2009 Notes: 1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company. 2. The instrument appointing a proxy must be lodged at the registered office of the Company at 50 Raffles Place #33-00, Singapore Land Tower, Singapore 048623 not less than 48 hours before the time fixed for the Extraordinary General Meeting. 3. The Company intends to use internal sources of funds, or a combination of internal resources and external borrowings, to finance purchases or acquisitions of its Shares. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company s financial position cannot be ascertained as at the date of this Notice as these will depend on the number of Shares purchased or acquired, whether the purchase or acquisition is made out of capital or profits, the price at which such Shares were purchased or acquired and whether the Shares purchased or acquired are held in treasury or cancelled. For illustrative purposes only, the financial effects of an assumed purchase or acquisition by the Company of 10% of its issued Shares as at 3 March 2009, at a purchase price equivalent to the Maximum Price per Share, in the case of a Market Purchase and an Off-Market Purchase respectively, based on the audited financial statements of the Group and the Company for the financial year ended 31 December 2008, and certain other assumptions, are set out in Paragraph 2.8 of the Company s Circular to Shareholders dated 26 March 2009. 17
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G. K. GOH HOLDINGS LIMITED (Company Registration No. 199000184D) (Incorporated in the Republic of Singapore) PROXY FORM EXTRAORDINARY GENERAL MEETING IMPORTANT: 1. For investors who have used their CPF monies to buy G. K. Goh Holdings Limited shares, this Circular to Shareholders is forwarded to them at the request of the 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 Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf. I/We of being a member/members of G. K. Goh Holdings Limited (the Company ) hereby appoint: Name NRIC/Passport No. Proportion of Shareholdings No. of Shares % Address and/or (delete as appropriate)* Name NRIC/Passport No. Proportion of Shareholdings No. of Shares % Address or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Extraordinary General Meeting (the Meeting ) of the Company to be held at Cinnamon Room, Novotel Singapore Clarke Quay, 177A River Valley Road, Singapore 179031 on Monday, 27 April 2009 at 10.15 a.m. (or as soon thereafter as the Twentieth Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned) and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolution proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. (Please indicate your vote For or Against with a tick [ ] within the box provided.) Ordinary Resolution For Against Renewal of Share Purchase Mandate Dated this day of 2009. Total number of Shares in: (i) CDP Register No. of Shares Signature of Shareholder(s) or, Common Seal of Corporate Shareholder (ii) Register of Members *Delete where inapplicable IMPORTANT: PLEASE READ NOTES TO PROXY FORM
Notes to Proxy Form 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her 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 the instrument of proxy, to the Meeting. 5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 50 Raffles Place #33-00, Singapore Land Tower, Singapore 048623 not less than 48 hours before the time appointed for the Meeting. First fold Please affix postage stamp The Company Secretary G. K. Goh Holdings Limited 50 Raffles Place #33-00 Singapore Land Tower Singapore 048623 Second fold 6. The instrument appointing a proxy or proxies must be 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 either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. 7. A corporation which is a member may authorise by 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 Section 179 of the Companies Act, Chapter 50 of Singapore. General: The Company shall be entitled to reject the instrument appointing a proxy or proxies 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 appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being 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. Third fold