INTERESTED PERSON TRANSACTION. (“IPT”) Individual Transactions Value (USD) No conversion into Company’s shares Full conversion into Company’s shares Aggregated Value of IPT 2,160,000 10,160,000
INTERESTED PERSON TRANSACTION. 2.1 Entity at Risk and Interested Persons
(i) Entity at Risk. SHD is a wholly-owned subsidiary of the Company which is not listed on the SGX-ST and is considered an “entity at risk” of the Company for the purposes of Chapter 9 of the Listing Manual.
INTERESTED PERSON TRANSACTION. 5.1 Details of the Interested Person
INTERESTED PERSON TRANSACTION. 8.1 Chapter 9. Chapter 9 of the Listing Manual governs transactions by a listed company, as well as transactions by its subsidiaries and associated companies that are considered to be at risk, with the listed company’s “interested persons”, that is, the listed company’s directors, chief executive officer, controlling shareholders and their respective “associates”. For these purposes, a “transaction” includes the provision or receipt of services. In general, when this Chapter applies to a transaction with an “interested person” and the value of that transaction singly, or, on aggregation with the values of other transactions entered into with the same “interested person” in the same financial year equals or exceeds 5% of the listed company’s latest audited consolidated NTA, that transaction shall be subject to the approval of the shareholders of the listed company.
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 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:
(a) the risks and rewards are in proportion to the equity of each joint venture partner;
(b) the issuer confirms by an announcement that its audit committee is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint 2 The percentage is calculated based on 559,112,660 ordinary shares in issue, based on the Company's business profile extracted from the Accounting and Corporate Regulatory Authority of Singapore dated 26 September 2018. venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders; and
(c) the interested person does not have an existing equity interest in the joint venture prior to the participation of the entity at risk in the joint venture...
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.
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. 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. 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.
