FEDERAL INTERNATIONAL (2000) LTD (Company Registration No.: 199907113K) (Incorporated in the Republic of Singapore)
THE PROPOSED CONSOLIDATION OF EVERY TEN (10) EXISTING ISSUED ORDINARY SHARES IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS OF THE COMPANY AS AT THE BOOKS CLOSURE DATE, INTO ONE (1) ORDINARY SHARE IN THE CAPITAL OF THE COMPANY, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED - NOTICE OF BOOKS CLOSURE DATEIn this announcement, unless otherwise defined, capitalised terms have the same meaning ascribed to them in the circular dated 21 July 2015.
1. INTRODUCTION
1.1 The Directors of the Company refer to the announcements dated 22 June 2015, 2 July
2015 and the circular issued to shareholders of the Company ("Shareholders") dated 21
July 2015, in relation to the proposed share consolidation of every ten (10) existing issued ordinary shares in the capital of the Company into one (1) Consolidated Share, fractional entitlements to be disregarded ("Share Consolidation"). The Share Consolidation was approved by Shareholders at the Extraordinary General Meeting held on 5 August 2015.
1.2 Shareholders should refer to the below timetable in respect of the Share Consolidation.
Further details in respect of the Share Consolidation are set out in the paragraphs that follow.
1 The date that the Shares begin to trade on a post-consolidated basis
Meanwhile, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Company's securities. When in doubt, Shareholders and potential investors are advised to seek independent advice from their bankers, stockbrokers, solicitors or other professional advisers.1
2. NOTICE OF BOOKS CLOSURE DATE
2.1 NOTICE IS HEREBY GIVEN that the share transfer books and register of members of the Company will be closed at 5.00 p.m. (Singapore time) on 17 August 2015 (the "Books Closure Date") for the purpose of determining the entitlements of Shareholders for the purposes of the Share Consolidation.
2.2 After the Books Closure Date, every ten (10) Shares in the capital of the Company registered in the name of each Shareholder as at the Books Closure Date will be consolidated into one (1) Consolidated Share in the capital of the Company, fractional entitlements to be disregarded.
2.3 Each Consolidated Share will rank pari passu in all respects with each other, and will be traded in board lots of one hundred (100) Consolidated Shares.
2.4 The Share Consolidation shall be effective from 9.00 a.m. on the Market Day immediately following the Books Closure Date, being 18 August 2015, whereupon the register of members will be updated to reflect the number of Consolidated Shares held by each Shareholder respectively based on their shareholdings in the Company as at the Books Closure Date.
2.5 Shareholders should note that the number of Consolidated Shares which they will be entitled to pursuant to the Share Consolidation, based on their holdings of the Shares as at the Books Closure Date for Share Consolidation, will be ROUNDED DOWN TO THE NEAREST WHOLE CONSOLIDATED SHARES AND ANY FRACTIONS OF CONSOLIDATED SHARES ARISING FROM THE SHARE CONSOLIDATION WILL BE DISREGARDED. All fractional entitlements arising from the implementation of the Share Consolidation will be dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company, including (i) disregarding, or (ii) aggregating and selling the same and retaining the net proceeds for the benefit of the Company.
3.1 Deposit of Share Certificates with CDP
Shareholders who hold physical share certificates for the Shares in their own names ("Old Share Certificates") and who wish to deposit the same with CDP and have their Consolidated Shares credited to their Securities Accounts maintained with CDP must deposit their Old Share Certificates, together with duly executed instruments of transfer in
favour of CDP, no later than twelve (12) Market Days prior to the Books Closure Date.
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After the Books Closure Date, CDP will only accept the deposit of share certificates for Consolidated Shares ("New Share Certificates"). Shareholders who wish to deposit their share certificates with CDP after the Books Closure Date must first deliver their Old Share Certificates to the Share Registrar, B.A.C.S Private Limited, at 8 Robinson Road,
#03-00 ASO Building, Singapore 048544, for cancellation and issuance of New Share
Certificates in replacement thereof as described below.
3.2 Issue of New Share Certificates
Shareholders who have deposited their Old Share Certificates with CDP at least twelve (12) Market Days prior to the Books Closure Date need not take any action. The Company will make arrangements with CDP to effect the exchange for New Share Certificates pursuant to the Share Consolidation.
Shareholders who have not deposited their Old Share Certificates as aforesaid or who do not wish to deposit their Old Share Certificates with CDP are advised to forward all their Old Share Certificates to the Share Registrar, B.A.C.S. Private Limited, at 8 Robinson Road, #03-00 ASO Building, Singapore 048544, as soon as possible after they have been notified of the Books Closure Date, for cancellation and exchange for New Share Certificates. No receipt will be issued by the Share Registrar upon receipt of any Old Share Certificates. The New Share Certificates will be sent by ordinary mail to the registered addresses of Shareholders at their own risk within ten (10) Market Days from the Books Closure Date or the date of receipt of the Old Share Certificates, whichever is later.
Shareholders should note that New Share Certificates will not be issued to Shareholders unless their Old Share Certificates have already been tendered to the Share Registrar for cancellation. Shareholders should notify the Share Registrar if they have lost any of their existing Old Share Certificates or if there is any change in their respective addresses from that reflected in the Register of Members of the Company. Shareholders shall deliver their respective Old Share Certificates to the Share Registrar or CDP in accordance with the provisions set out above, only after the Company's announcement of the Books Closure Date.
3.3 Share Certificates Not Valid for Settlement of Trades on the Mainboard
Shareholders are reminded that their physical share certificates are not valid for settlement of trading in the Shares on the Mainboard, as the Company is under a book- entry (scripless) settlement system, but will continue to be accepted by the Share Registrar for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period. The New Share Certificates will not be valid for delivery for trades done on the Mainboard although they will continue to be prima facie evidence of legal
title.
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4. TRADING ARRANGEMENTS FOR THE CONSOLIDATED SHARES AND ODD LOTS
4.1 Trading Arrangements for the Consolidated Shares
With effect from 9.00 a.m. on 13 August 2015 (the "Effective Trading Date"), trading in the Shares will be in board lots of 100 Consolidated Shares. Accordingly, ten (10) Existing Shares as at 5.00 p.m. on the Market Day immediately preceding the Effective Trading Date will represent one (1) Consolidated Share with effect from 9.00 a.m. on the Effective Trading Date. Trading in the Existing Shares will cease after 5.00 p.m. on the Market Day immediately preceding the Effective Trading Date.
4.2 Trading Arrangements for Odd Lots
Existing Shares are currently traded in board lots of 100 Shares in the ready market. Following the completion of the Share Consolidation, the securities accounts maintained with CDP of Shareholders (being Depositors) may be credited with odd lots of the Consolidated Shares (that is, lots other than board lots of 100 Consolidated Shares). The market for trading of such odd lots of Consolidated Shares may be illiquid.
Shareholders who receive odd lots of Consolidated Shares pursuant to the Share Consolidation and who wish to trade in odd lots of Consolidated Shares can trade on the SGX-ST's unit share market. The unit share market will enable trading in odd lots in any quantity less than one (1) board lot of the underlying Consolidated Shares.
BY ORDER OF THE BOARD Koh Kian Kiong
Executive Chairman & Chief Executive Officer
5 August 2015
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