CIRCULAR DATED 30 DECEMBER 2022
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
This Circular is issued by Federal International (2000) Ltd (the "Company", together with its subsidiaries, the "Group").
If you are in doubt in relation to this Circular to Shareholders of the Company or as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisors immediately.
If you have sold or transferred all your shares in the capital of the Company, you should at once hand this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee.
The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained, or opinions expressed in this Circular.
This Circular together with the Notice of Extraordinary General Meeting and the Proxy Form can be accessed on the Company's corporate website at https://federal-int.com.sgand is also made available on SGXNet at https://www.sgx.com/securities/company-announcements.
A printed copy of this Circular will NOT be despatched to Shareholders.
Your attention is drawn to paragraph 11 (Actions to be taken by Shareholders) of this Circular in respect of actions to be taken if you wish to attend and vote at the Extraordinary General Meeting.
FEDERAL INTERNATIONAL (2000) LTD
Incorporated in the Republic of Singapore
(Company Registration No. 199907113K)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
THE PROPOSED DISPOSAL OF PROPERTIES LOCATED AT 47 GENTING ROAD,
SINGAPORE 349489 AND 49 GENTING ROAD, SINGAPORE 349490
IMPORTANT DATES AND TIMES: | |||
Last date and time for lodgement of Proxy Form | : | 14 | January 2023, Saturday at 10.00 a.m. |
Date and time of Extraordinary General Meeting | : | 16 | January 2023, Monday at 10.00 a.m. |
Place of Extraordinary General Meeting | : | 12 | Chin Bee Drive, Singapore 619868 |
CONTENTS | ||
DEFINITIONS | 1 | |
LETTER TO SHAREHOLDERS | 5 | |
1. | INTRODUCTION | 5 |
2. | THE PROPOSED DISPOSAL OF THE PROPERTIES | 6 |
3. | PRINCIPAL TERMS OF THE OPTION | 8 |
4. | RATIONALE FOR THE PROPOSED DISPOSAL AND USE OF PROCEEDS | 9 |
5. RELATIVE FIGURES COMPUTED PUSUANT TO RULE 1006 OF THE LISTING
MANUAL | 11 | |
6. | FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL | 12 |
7. | INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS | 13 |
8. | DIRECTORS' RECOMMENDATION | 13 |
9. | DIRECTORS' RESPONSIBILITY STATEMENT | 13 |
10. | EXTRAORDINARY GENERAL MEETING | 14 |
11. | ACTIONS TO BE TAKEN BY SHAREHOLDERS | 14 |
12. | DOCUMENTS AVAILABLE FOR INSPECTION | 14 |
APPENDIX A - VALUATION REPORT FOR THE PROPERTIES | A-1 | |
NOTICE OF EXTRAORDINARY GENERAL MEETING | N-1 | |
PROXY FORM |
DEFINITIONS
In this Circular, the following definitions apply throughout unless the context requires otherwise or unless otherwise stated:
"Amended Options" | : | As defined in paragraph 2.1.3 of this Circular | |
"Associate" | : | (a) In relation to any director, chief executive officer, | |
substantial shareholder or controlling shareholder | |||
(being an individual) means: | |||
(i) | his immediate family; | ||
(ii) the trustees of any trust of which he or his | |||
immediate family is a beneficiary or, in the case | |||
of a discretionary trust, is a discretionary object; | |||
and | |||
(iii) | any company in which he and his immediate | ||
family together (directly or indirectly) have an | |||
interest of 30% or more; and | |||
(b) In relation to a substantial shareholder or a controlling | |||
shareholder (being a company) means any other | |||
company which is its subsidiary or holding company | |||
or is a subsidiary of such holding company or one in | |||
the equity of which it and/or such other company or | |||
companies taken together (directly or indirectly) have | |||
an interest of 30% or more | |||
"Board" | : | The board of directors of the Company as at the date of this | |
Circular or from time to time, as the case may be | |||
"CDP" | : | The Central Depository (Pte) Limited | |
"Circular" | : | This Circular to Shareholders dated 30 December 2022 in | |
relation to the Proposed Disposal of the Properties | |||
"Companies Act" | : | The Companies Act 1967, as may be amended, | |
supplemented or modified from time to time | |||
"Company" | : | Federal International (2000) Ltd | |
"Consideration" | : | S$16,800,000 (exclusive of prevailing goods and services | |
tax ("GST")). Further details on the Consideration for the | |||
Proposed Disposal of the Properties are set out in | |||
paragraph 3.2 of this Circular |
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DEFINITIONS | ||
"Controlling Shareholder" | : | a person who:- |
(a) holds directly or indirectly 15% or more of the total | ||
voting rights in the company. The SGX-ST may | ||
determine that a person who satisfies this paragraph | ||
is not a controlling shareholder; or | ||
(b) in fact exercises control over a company | ||
"Director" | : | A director of the Company as at the date of this Circular or |
from time to time, as the case may be | ||
"EGM" | : | The extraordinary general meeting of the Company to be |
convened and held, notice of which is set out on page N-1 | ||
of this Circular | ||
"EPS" | : | Earnings per Share |
"FY" | : | The financial year ended or ending 31 December, as the |
case may be | ||
"Group" | : | The Company and its subsidiaries collectively |
"Independent Valuer for the | : | TEHO Property Consultants Pte. Ltd. |
Properties" or "Valuer" | ||
"Latest Practicable Date" | : | 19 December 2022, being the latest practicable date prior |
to the printing of this Circular | ||
"Listing Manual" | : | The listing manual of the SGX-ST, as may be amended, |
supplemented or modified from time to time | ||
"Notice of EGM" | : | The notice of EGM which is set out on page N-1 of this |
Circular | ||
"NTA" | : | Net tangible assets |
"Original Options" | : | As defined in paragraph 2.1.3 of this Circular |
"Ordinary Resolution" | : | The ordinary resolutions as set out in the Notice of EGM |
"Properties" | : | The properties located at 47 Genting Road, Singapore |
349489 and 49 Genting Road, Singapore 349490 | ||
"Proposed Disposal" | : | The proposed disposal of the Properties held by the Vendor |
to the Purchaser of the Properties | ||
"Proxy Form" | : | The proxy form in respect of the EGM which is attached to |
this Circular |
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DEFINITIONS | ||
"Purchaser" | : | Markpoint Engineering Pte. Ltd. |
"S$" and "Singapore cents" | : | Singapore dollars and cents respectively, the lawful |
currency of Singapore | ||
"Securities Accounts" | : | The securities accounts maintained by Depositors with |
CDP, but not including the securities accounts maintained | ||
with a Depository Agent | ||
"SFA" | : | The Securities and Futures Act 2001, as may be amended, |
supplemented or modified from time to time | ||
"SGX-ST" | : | Singapore Exchange Securities Trading Limited |
"Shareholders" | : | The registered holders of Shares, except that where the |
registered holder is CDP, the term "Shareholders" in | ||
relation to Shares held by CDP shall mean the persons | ||
named as Depositors in the Depository Register | ||
maintained by CDP and to whose Securities Accounts such | ||
Shares are credited | ||
"Shares" | : | Ordinary shares in the capital of the Company |
"Substantial Shareholder" | : | A person who has an interest or interests in one or more |
voting Shares in the Company and the total votes attached | ||
to that Share, or those Shares, is not less than 5% of the | ||
total votes attached to all the voting Shares in the | ||
Company | ||
"Valuation Report" | : | The valuation report dated 19 October 2022 issued by the |
Independent Valuer for the Properties in relation to the | ||
Properties and is set out in Appendix A of this Circular | ||
"Vendor" | : | Federal Hardware Engineering Co. Pte. Ltd. |
"%" | : | Per centum or percentage |
The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same meanings ascribed to them respectively in Section 81SF of the SFA.
The terms "associated company" and "subsidiary" shall have the same meanings ascribed to them in the Listing Manual and the Companies Act, as the case may be.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word or term defined under the Companies Act, the SFA, the Listing Manual or any statutory modification thereof and used in this Circular shall, where applicable, have the same meaning ascribed to it under the Companies Act, the SFA, the Listing Manual or any statutory modification thereof, as the case may be, unless the context requires otherwise.
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Disclaimer
Federal International (2000) Ltd. published this content on 30 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 December 2022 08:41:07 UTC.