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, Madam 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 Oi Moi. 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. 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. 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 16 March 2012, FACL holds 497,204,258 (approximately 6.31%) shares in the capital of the Company (“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 New CL Agreement with FACL is an interested person transaction (“Interested Person Transaction”). The Group’s audited net tangible assets (the “NTA”) as at 31 December 2011 was approximately negative S$17.599 million. The aggregate value of the Interested Person Transaction, (i.e., the amount of interest payable on the New Loan) based on the terms of the New CL Agreement, and assuming the New Loan is only repaid in full on Maturity Date will be approximately S$1,996,800 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 had obtained consultancy services from an interested person, First Alverstone Partners (Shanghai) since the beginning of the current financial year ending 31 December 2012. The aggregate value of this interested party transaction is approximately RMB15,000. The Audit Committee of the Company is of the view that the Interested Person Transaction is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders.
INTERESTED PERSON TRANSACTION. TMK is a Director of the Company and is accordingly an interested person within the meaning of Chapter 9 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited (the “Listing Manual”). Based on the maximum purchase consideration of S$9.5 million, the Company’s share of S$6.27 million constitutes about 6.23% of its latest audited consolidated net tangible assets as at 31 December 2011. Rule 916(2) of the Listing Manual provides that investment in a joint venture with an interested person is not required to comply with the requirement to obtain shareholders’ approval under Rule 906 of the Listing Manual if:-
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, 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. Mr Xxxx Xxxxxx is the Chairman, CEO and a controlling shareholder of the Company. As at the date of this announcement, he is deemed interested in 859,563,713 shares representing 65.59% of the issued and paid-up share capital of the Company and for the purposes of Chapter 9 of the Listing Manual is considered a controlling shareholder. PTKIE is a company established in Indonesia and is a 75.0%-owned subsidiary of PT Citramasindah Realtindo (“PTCR”), also a company established in Indonesia, and PTCR is a 99.87%-owned subsidiary of PT Citra Agramasinti Nusantara (“XXXX”). XXXX is also a company established in Indonesia and is 70% held by Mr Xxxx Xxxxxx and 30% held by his sister (and therefore an associate), Ms Xxxx Xxxxxx. Mr Xxxx Xxxxxx and Ms Xxxx Xxxxxx are the President Commissioner and Commissioner of XXXX, respectively. Pursuant to Section 7 of the Companies Act, Chapter 50 through Mr Xxxx Xxxxxx’s shareholding interest in XXXX, CAIN’s shareholding interest in PTCR and PTCR’s shareholding interest in PTKIE, Mr Xxxx Xxxxxx is deemed interested in 75.0% of the issued and paid-up share capital of PTKIE. PTKIE is thus Mr Xxxx Xxxxxx’s associate and an interested person of the Company under Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“Listing Manual”). Accordingly, the entry by PTPPE into the Tenancy Agreement constitutes an interested person transaction under Chapter 9 of the Listing Manual.
INTERESTED PERSON TRANSACTION. 9.1. As described in Paragraph 2 above, the Vendors are interested persons for the purpose of the Proposed Acquisition.
9.2. During FY2020 up to the date hereof, there was an interest-free advance of RMB1.00 million extended by Xx Xxx Xxxxxxx, the Executive Chairman and a controlling Shareholder of the Company, to the Group in January 2020, with the same having been fully repaid in February 2020. Save for the aforesaid and the Proposed Acquisition, the Group has not entered into any other interested person transactions during this period.
9.3. The Company will appoint an independent financial adviser (“IFA”) to, inter alia, advise the Independent Directors in respect of the Proposed Acquisition. The audit committee of the Board will provide its view on the Proposed Acquisition after considering the opinion of the IFA, which will be set out in the Circular.
INTERESTED PERSON TRANSACTION. As set out in the 25 September Announcement, the Vendor is a Non-Independent Non- Executive Director and controlling shareholder of the Company. Accordingly, the Vendor is an “interested person” for the purposes of Chapter 9 of the Catalist Rules. The SLA Undertaking is an “interested person transaction” as the SLA Undertaking is provided by the Vendor (being the interested person) to the Company (being the entity at risk) and involves the receipt of financial assistance, by way of provision of a guarantee by the Vendor for the shareholder’s loan pursuant to the SLA which is a receivable to the Company. However, the Company takes the view that by reason of the nature of the SLA Undertaking, it is beneficial to the Company as it enhances the recoverability of the Loan and Loan Interest and safeguards the Company’s interests. In this regard, there is no change to the Chapter 9 calculations as set out in Section 6 of the 25 September Announcement.
INTERESTED PERSON TRANSACTION. As at the date of this Announcement, M. E. Development LLC holds approximately 47.78% of the shares of the Company and is, therefore, a controlling shareholder of the Company. Accordingly, pursuant to Chapter 9 of the Listing Manual of the SGX-ST (“Listing Manual”), M. E. Development LLC is considered an “interested person” and the entering into of the Project Management Agreements by the Company constitutes an “interested person transaction”. The value of the interested person transaction (as described above) exceeded 5% of the latest audited consolidated net tangible assets of the Company as at 30 June 2006. The Company will therefore convene an extraordinary general meeting (“EGM”) to seek the approval of the Shareholders for the interested person transaction (as described above) as required under Rule 906 of the Listing Manual. There are no other past discloseable interested person transactions with M. E. Development LLC as at the date of this Announcement.
