Examples of Recused Director in a sentence
The Company Board (except the Recused Director), having considered carefully as at the Latest Practicable Date among other factors, the terms of the Offer, the advice given by the IFA and the opinion provided by the Offeree FA, concurs with the advice given by the IFA in respect of the Offer.
In its letter dated 7 October 2022, the SIC has ruled that Mr Paul Charles Over, the Recused Director, is exempted from the requirement to make a recommendation on the Offer on the grounds that he was nominated to the Company Board by TMI and is acting in concert with the Offeror and therefore, will face a conflict of interest in relation to the Offer that would render it inappropriate for him to join the remainder of the Company Board in making such recommendation.
Under Rule25.2 of the Singapore Code, the Company Board (except the Recused Director) must state the assumptions upon which they have based their profit forecasts.
Accordingly, the Company Board (except the Recused Director) recommends that any individual Grindrod Shareholder or FSA Holder who may require advice in the context of his specific investment portfolio should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.
The IFA Letter sets out, inter alia, the IFA’s advice and recommendations to the Company Board (except the Recused Director) in respect of the Offer and the Award Election Opportunity.Grindrod Shareholders and FSA Holders should read and consider carefully the key considerations relied upon by the IFA in arriving at its advice to the Company Board (except the Recused Director), in conjunction with, and in the context of, the full text of the IFA Letter.
Based on the IFA’s assessment of the financial terms of the Offer and the Award Election Opportunity, the IFA has advised the Company Board (except the Recused Director) in respect of the Offer and the Award Election Opportunity as set out in Sections 10.2 and 11 of the IFA Letter and reproduced in italics below.
In making their recommendation, the Company Board (except the Recused Director) has not had regard to the specific objectives, financial situation, tax status, risk profiles or unique needs and constraints of any individual Grindrod Shareholder or FSA Holder.
Accordingly, the Company Board (except the Recused Director) recommends that Grindrod Shareholders ACCEPT the Offer.The Company Board (except the Recused Director), having considered carefully as at the Latest Practicable Date, the terms of the Award Election Opportunity and the advice given by the IFA, concurs with the advice given by the IFA in respect of the Award Election Opportunity.
Holders of any outstanding award of Company Forfeitable Shares (“FSA Holders”) should consider carefully the recommendation of the Company Board (except the Recused Director) and the advice of the IFA before deciding whether to accept or reject the Award Election Opportunity.The IFA’s advice is set out in its letter dated 28 October 2022 (the “IFA Letter”), which is set out in Exhibit 6 of this Annex.
Nevertheless, the Recused Director must however, still assume responsibility for the accuracy of facts stated and opinions expressed in documents and advertisements issued by, or on behalf of, the Company, to Grindrod Shareholders in connection with the Offer.