INTERESTED PERSON TRANSACTION. The Charterer is a company incorporated in Singapore and is primarily engaged in the wholesale of fuels and related products. Oro Holdings Pte. Ltd. (“ORO”) holds 50% shareholding interest in the Charterer and the remaining 50% shareholding interest is held by an unrelated third party. Xx Xxxxx Xxxx Xxx Piow (Executive Chairman and Managing Director of the Company who is also a controlling shareholder of the Company) and his spouse, Xxxxx Xxxxx Xxxx Oi Moi (Non-Executive Director of the Company who is also a controlling shareholder of the Company), together with an immediate family member, hold 100% shareholding interest in ORO. In view of the above, pursuant to Chapter 9 of the Listing Manual of Singapore Exchange Securities Trading Limited (the “SGX-ST Listing Manual”), the Owner is deemed as an entity-at-risk and the Charterer is an associate of Xx Xxxxx Xxxx Xxx Piow and Madam Xxxxx Xxxx Xx Xxx. In this regard, the Charter Agreement between the Charterer and the Owner will be deemed as an Interested Person Transaction (“IPT”) as defined under Chapter 9 of the SGX-ST Listing Manual.
INTERESTED PERSON TRANSACTION. FACL is an investment holding company incorporated in the British Virgin Islands. FACL’s issued and paid-up share capital is held in equal proportions by Xx Xxxx Xxx Xxxx Xxxxx and Xx Xxxxxx Xxxxx Koh Min, who are both directors of FACL. As at the date hereof, FACL holds 497,204,258 (approximately 6.31%) Shares. In view that Xx Xxxx Xxx Xxxx Xxxxx is also the Deputy Chairman and an Executive Director of the Company, FACL is an interested person as defined under Chapter 9 of the SGX-ST Listing Manual and the entry by the Company into the Revised New CL Agreement with FACL is an interested person transaction (“Interested Person Transaction”). The Group’s latest audited net tangible assets (the “NTA”) as at 31 December 2011 was approximately negative S$17.599 million and its latest NTA as at 31 December 2012 was approximately negative S$21.203 million. The aggregate value of the Interested Person Transaction, (i.e., the amount of interest payable on the Revised Loan) based on the terms of the Revised New CL Agreement, and assuming the Revised Loan is only repaid in full on the Maturity Date will be approximately S$2,476,800 and on this basis, it is not possible to derive a meaningful comparison of the value of the Interested Person Transaction and the NTA of the Company. However, for good order, the Company is making this announcement on the Interested Person Transaction and the Interested Person Transaction is subject to shareholder approval. Save for the Interested Person Transaction, the Company does not currently have any transactions with FACL or any other interested person as defined under Chapter 9 of the SGX-ST Listing Manual for the financial year ending 31 December 2013 as of 28 February 2013. The Company had previously obtained consultancy services from FACL as well as another interested person, First Alverstone Partners Management Services (Shanghai) Ltd. for the financial year ended 31 December 2011 and from First Alverstone Partners Management Services (Shanghai) Ltd. for the financial year ended 31 December 2012. The aggregate value of the interested party transaction(s) is approximately S$24,000 for the financial year ended 31 December 2011 and RMB45,000 for the financial year ended 31 December 2012. The Audit Committee is obtaining an opinion from the Independent Financial Adviser (as defined below) before forming its view, which will be announced separately.
INTERESTED PERSON TRANSACTION. Xxxxxx is a substantial shareholder and director of the Company. Accordingly, Xxxxxx is an “interested person” for the purposes of Chapter 9 of the Catalist Rules. Based on the Group's latest audited financial statement for the financial year ended 31 December 2017, the Group recorded net tangible liabilities of approximately RM62.1 million. As such, the materiality of the provision of corporate guarantee to Xxxxxx as an interested person transaction cannot be meaningfully measured. Nevertheless, the Company will, inter-alia, be seeking shareholders' approval for the provision of corporate guarantee to Xxxxxx for the Loan as an interested person transaction under Chapter 9 of the Catalist Rules (and with such abstention from voting as is normal for transactions of such nature) at the EGM to be convened.
INTERESTED PERSON TRANSACTION. As at the date of this announcement, the Manager has a direct interest in 1,881,886 Units (comprising 0.31% of the total number of issued Units). The Manager is a direct, wholly-owned subsidiary of Parkway Holdings Limited (the “Sponsor”). The Sponsor directly and/or through its subsidiaries and through its interest in the Manager, has deemed interests of (i) approximately 35.56% in PLife REIT and (ii) 100% in the Manager, and is therefore regarded as a “Controlling Unitholder”1 of PLife
INTERESTED PERSON TRANSACTION. (“IPT”) The Lender is a company listed on the Singapore Exchange and was principally engaged in the business of distributing and manufacturing a comprehensive range of electronics components, systems and equipment for a growing number of international brands. They are currently in the business of commodities. WE Components was a wholly owned subsidiary of the Lender prior to its acquisition by the Company on 18 July 2014; details of which are contained in the Company’s announcements dated 18 July and 8 October 2014. As mentioned in paragraph 1 above, the Lender has to date extended a total loan amount of up to US$16,000,000.00 to the Company. Of the US$16,000,000.00 extended, approximately US$10,000,000.00 had been disbursed prior to the acquisition of WE Components by the Company, while US$6,000,000.00 was disbursed after the acquisition. The Loans have been structured such that out of the US$10,000,000.00 disbursed prior to the acquisition of WE Components by the Company, US$8,000,000.00 was disbursed by way of the Direct Loan, whereas the remaining US$2,000,000.00 was disbursed as part of the Convertible Loan. The remaining US$6,000,000.00 is subject to the terms and conditions of the Convertible Loan Agreement. As of the date of this announcement, the Lender, together with its Independent Director Xx Xx Xx Xxxx as at the date hereof, hold approximately 29.30% of the issued and paid up share capital (excluding the treasury shares) in the Company and is the controlling shareholder of the Company. Entries by the Company into various transactions with the Lender may be subject to Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“Listing Manual”). Based on the Company’s FY2016 financial results released on 30 May 2016, the Company is currently leasing a property from the Lender. The value of the transaction was S$480,000.00, which is the rental charged to the Company as of the aforementioned date and is less than 3% of the Group’s NTA. The Company was not required to make an immediate announcement under Rule 905. The Company does not have a general mandate from its shareholders for IPTs. Under Rule 909, the value of a transaction in the case of borrowing of funds from an interested person is the interest payable on the borrowing. The accrued interest payable under the Direct Loan Agreement has a value of US$1,200,000, which is an IPT of more than 5% of the Companys and its subsidiaries’ (the ”Group”) net tangible assets ...
INTERESTED PERSON TRANSACTION. ThaiBev is a controlling shareholder and, accordingly, an “interested person” of the Company. As OI and MM are wholly-owned subsidiaries of ThaiBev, OI and MM are considered “associates” of ThaiBev for the purposes of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX- ST Listing Manual”). Accordingly, OI and MM are also considered “interested persons” of the Company. For completeness, the Company’s Group Chief Executive Officer and Director, Mr. Xxxxxx Xxxxxxxxxxxxxxxxx, is also a director of ThaiBev. 2 In this announcement, unless otherwise stated, translations of amounts from the Thai Baht to Singapore dollars have been made on the basis of S$1 : Baht 25.73. FPT is listed on the SET. As of the date of this announcement, approximately 43.5% of FPT’s shares are held by Frasers Assets Co., Ltd., which is a 49:51 joint venture between the Company (through FPHT) and TCC Assets (Thailand) Co., Ltd. (“TCCAT”). TCCAT is a company established in Thailand and is part of the TCC Group (being the companies and entities in the TCC Group which are controlled by Mr. Xxxxxxx Xxxxxxxxxxxxxxxxx and Khunying Wanna Sirivadhanabhakdi, who are directors and controlling shareholders of the Company). TCCAT is held by Mr. Xxxxxxx Xxxxxxxxxxxxxxxxx and Khunying Wanna Sirivadhanabhakdi on a 50:50 basis. The Company’s Group Chief Executive Officer and Director, Mr. Xxxxxx Xxxxxxxxxxxxxxxxx, is the son of Mr. Xxxxxxx Xxxxxxxxxxxxxxxxx and Khunying Wanna Sirivadhanabhakdi, and is also a director of FPT and TCCAT. Accordingly, each of FPT and FPTECH is considered an “associate” of each of Mr. Xxxxxxx Xxxxxxxxxxxxxxxxx, Khunying Wanna Sirivadhanabhakdi and Mr. Xxxxxx Xxxxxxxxxxxxxxxxx for the purposes of the SGX-ST Listing Manual, and is considered an “interested person” of the Company. As such, FPHT’s investment in the JV Co and joint venture with FPTECH, OI and MM in relation to the JV Co are each considered “interested person transactions” for the purposes of Chapter 9 of the SGX- ST Listing Manual. For the avoidance of doubt, FPT is not considered an “entity at risk” of the Company pursuant to the SGX-ST Listing Manual as FPT is listed on the SET.
INTERESTED PERSON TRANSACTION. The Lender is a controlling shareholder of the Company and accordingly, the Lender is an “interested person” for the purposes of Chapter 9 of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist and the grant of the Loan by the Lender is an interested person transaction. The Directors confirmed that as the Loan is interest free, the value at risk for the Loan, being an interested person transaction wherein the Company is borrowing funds from an interested person, pursuant to Rule 909(3) is nil. The Board and the Audit Committee of the Company are of the view that the grant of the Loan by the Lender is in the best interest of the Company and not prejudicial to the interests of the Company and its minority shareholders as it will, inter-alia, improve the cash flow situation of the Company.
INTERESTED PERSON TRANSACTION. As at the date of this Announcement, KCL is a controlling shareholder of the Company and holds 442,935,526 ordinary shares in the issued share capital of the Company (representing approximately 79.22% of the total issued share capital of the Company)2. KKPL, being an associate of KCL, is thus an "interested person" of the Company within the meaning of the term as set out in Chapter 9 of the Listing Manual of the SGX-ST ("Listing Manual"). As stated in the Pre-conditional Offer Announcement, the Offeror is a company incorporated in the Republic of Singapore for the purposes of making the M1 Offer. As at the date of this Announcement, KKPL (being a wholly-owned subsidiary of KCL) and SMPL respectively hold 80% and 20% of the issued share capital of the Offeror. The Offeror, being an associate of KCL, is thus an "interested person" of the Company within the meaning of the term as set out in Chapter 9 of the Listing Manual. Accordingly, the entry by KTPL into the Shareholders' Agreement with inter alia KKPL and the Offeror for the purposes of inter alia, the M1 Shareholders Arrangements would constitute an "interested person transaction" for the purposes of Chapter 9 of the Listing Manual. Based on the M1 Offer Price, the value of all the M1 Shares held by KTPL is approximately S$368,459,840. Accordingly, the value of the M1 Shareholders Arrangements, being the amount at risk to the Company calculated based on KTPL's equity participation in M1, is approximately 39% of the Group's net tangible assets as at 31 December 2017. In this regard, Rule 916(2) of the Listing Manual states that shareholders' approval will not be required for an investment in a joint venture with an interested person if:
INTERESTED PERSON TRANSACTION. 2.1 Entity at Risk and Interested Persons
INTERESTED PERSON TRANSACTION. Xxx Xxxxx Xxx and Xxx Xxxxx Xxx are directors and controlling shareholders of the Company, holding interests of 66.5% of the total issued share capital of the Company, while Xxxxx Xxxxxx Xxxxxxxxxxx and Xxx Xxx Xxxxx are directors of the Company and accordingly are interested persons for the purposes of Chapter 9 of the Listing Manual. The grant of the Put Option would constitute an interested person transaction within the meaning of Chapter 9 of the Listing Manual. Under Chapter 9 of the Listing Manual, the grant of the Put Option is subject to shareholders’ approval as the aggregate value of the Put Option (assuming exercise by the Company of the Put Option) is S$13,000,000 representing approximately 61.04% of the audited net tangible assets (“NTA”) of the Group as at 31 December 2007. Save for this, and as previously announced in the Company’s Annual Report 2007, the Company has not entered into any interested person transactions in the current financial year to date.
