INDEPENDENT FINANCIAL ADVISER Sample Clauses

INDEPENDENT FINANCIAL ADVISER. As at the date of this announcement, the Company has not appointed an Independent Financial Adviser in connection with the Proposal and the RSU Proposal. The Independent Financial Adviser will be appointed by the Board, with the approval of the Independent Board Committee, in due course to advise the Independent Board Committee on the Proposal, the Scheme and the RSU Proposal. A further announcement will be made after the appointment of the Independent Financial Adviser. The Scheme Document will contain the view of the Independent Board Committee (after considering the advice of the Independent Financial Adviser) on whether the Proposal, the Scheme and the RSU Proposal are fair and reasonable and in the interests of the Shareholders as a whole.

INDEPENDENT FINANCIAL ADVISER. As at the date of this announcement, the Company has not appointed an Independent Financial Adviser in connection with the Proposal and the RSU Proposal. The Independent Financial Adviser will be appointed by the Board, with the approval of the Independent Board Committee, in due course to advise the Independent Board Committee on the Proposal, the Scheme and the RSU Proposal. A further announcement will be made after the appointment of the Independent Financial Adviser.

INDEPENDENT FINANCIAL ADVISER. An Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the Continuing Connected Transactions (including the proposed annual caps).

INDEPENDENT FINANCIAL ADVISER. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the New Sales Framework Agreement and the transactions contemplated thereunder, and the placement of deposits under the New Financial Services Framework Agreement (including the amount of the proposed annual caps).

INDEPENDENT FINANCIAL ADVISER. The Company will be appointing an IFA to advise the Directors who are considered independent for the purposes of the Whitewash Resolution in due course. The advice of the IFA will be set out in the Circular (as defined under paragraph 10.1 below) to be despatched to Shareholders in due course.

INDEPENDENT FINANCIAL ADVISER. Pursuant to Rule 921(4)(a) of the Listing Rules, the Circular shall provide an opinion, in the form of a separate letter, from an independent financial adviser who is acceptable to the SGX-ST (“IFA”), stating whether the Agreement (i) is on normal commercial terms; and (ii) is not prejudicial to the interest of the Company and its independent shareholders. In this respect, the Company will be engaging an IFA in due course to provide an opinion to the Directors (other than Mr. Chalermchai Mahagitsiri) (the "Non-Interested Directors") on whether the Agreement is on normal commercial terms and is not prejudicial to the interests of the Company and its independent shareholders ("IFA Opinion"). The IFA Opinion will be included in the circular ("Circular") to be despatched in due course to the shareholders in connection with the Agreement and to convene the EGM to approve the resolutions in connection with the Agreement.

INDEPENDENT FINANCIAL ADVISER. The Company appointed CIMB Bank Berhad, Singapore Branch, as independent financial adviser of the Company, to undertake a valuation analysis of the Company and opine on the fairness and reasonableness of the offer by the Buyer pursuant to the Proposed Transaction.

INDEPENDENT FINANCIAL ADVISER. In respect of the interested person transactions as described in Paragraph 8 of this Announcement, and to the extent required under the Catalist Rules, the Company will be appointing an independent financial adviser to advise the Directors of the Company in respect of the transactions contemplated under the Settlement Agreements.

INDEPENDENT FINANCIAL ADVISER. For the purposes of the Offer, the Board will appoint an independent financial adviser to the directors of the Company who are considered independent for the purposes of the Offer (“Independent Directors”). A circular containing the advice of the independent financial adviser and the recommendations of the Independent Directors on the Offer will be sent to Shareholders within 14 days of the posting of the Offer Document to be issued by and on behalf of the Offeror. In the meantime, Shareholders are advised to refrain from taking any action in relation to their Shares which may be prejudicial to their interests until they or their advisers have considered the Full Year Results Announcement of the Company and the information and the recommendations of the Independent Directors, as well as the advice of the independent financial adviser set out in the circular to be issued in due course. PUT OPTION AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS (as defined below) The Company has entered into a conditional put option agreement dated 30 May 2008 (“Put Option Agreement “) with Xxx Xxxxx Xxx, Xxx Xxxxx Xxx, Xxxxx Xxxxxx Xxxxxxxxxxx, Xxx Xxx Xxxxx, Xxx Xxxx Xxxx and Xxx Xx Koi (collectively referred to as “Purchasers”), whereby the Purchasers, have in consideration of S$1.00 payable in cash by the Company, granted, subject to certain conditions (including the approval of the Company’s shareholders) the Company a put option (“Put Option”) over the entire issued and paid-up share capital (“Option Shares”) of its wholly owned subsidiary, RichLand Logistics Services Pte Ltd (“RichLand Logistics”) as at the Completion Date (as defined below). Each Purchaser agreed to purchase and the Company has the right, but not the obligation to require the Purchasers to purchase, the Option Shares, in the respective proportions set out against each Purchaser’s name in the Put Option Agreement, free from encumbrances and with all rights attaching thereto on the Exercise Date, on and upon the terms and subject to the conditions set out in the Put Option Agreement

INDEPENDENT FINANCIAL ADVISER. The Board, with the approval of the Independent Board Committee, has appointed Xxxx Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee in connection with the Proposal, the Scheme and the Rollover Arrangement pursuant to Rule 2.1 of the Takeovers Code. The price of the Shares had fluctuated over the past 12 months, with closing prices at between HK$0.156 and HK$0.245 levels, affected by a combination of factors including fluctuations of the Group’s financial performance, global and PRC macroeconomic cycles as well as volatile equity capital markets performance. Demand for the Group’s products also fluctuated along with constantly changing global trade relations and the cyclical outlook of the semiconductor industry in particular. The Directors believe the Group can better weather these issues and thrive if it operates within a larger group such as MayAir Technology. That being said, given the specialised nature of the sector and geographical region (being predominantly in PRC and in Malaysia) which the Group operates in, potential buyer or opportunities may be hard to come by. The Proposal by MayAir Technology, which is a leading air filtration provider specialist with its manufacturing capabilities and research and development operations in the PRC, Malaysia and Canada, represents an opportunity for the Scheme Shareholders to realise their investment in the Company for cash at an attractive premium over the prevailing market price which can then be redeployed for other usages. The Cancellation Price represents a premium of approximately 25.0% over the closing price on the Last Trading Day and various premiums ranging between 23.8% and 41.2% over the average closing prices of Shares based on the daily closing prices as quoted on the Stock Exchange for 5, 30, 60, 120 and 180 trading days up to and including the Last Trading Day. The Cancellation Price is also above the highest closing price per Share during the 12-month period immediately prior to and including the Last Trading Day. The liquidity of Shares has been at a low level over a long period of time. The average daily trading volume of the Shares during the 12-month period immediately prior to and including the Last Trading Day was approximately 276,000 Shares, representing only approximately 0.02% of the issued Shares as at the Announcement Date. The low trading liquidity of the Shares could make it difficult for Shareholders to execute substantial on-marke...