CIRCULAR DATED 2 DECEMBER 2022
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
If you are in any doubt as to the action that you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
If you have sold or transferred all your ordinary shares in the capital of mm2 Asia Ltd. (the "Company") held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Circular to the purchaser or the transferee as arrangements will be made by the CDP for a separate Circular to be sent to the purchaser or the transferee. If you have sold or transferred all your shares represented by physical share certificate(s), you should forward this Circular with the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or to the transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effect for onward transmission to the purchaser or the 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.
The Extraordinary General Meeting ("EGM") is being convened, and will be held, by electronic means pursuant to the COVID- 19 (Temporary Measures) (Alternative Arrangements for Meeting for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Circular will not be sent to members. Instead, this Circular will be sent to members by electronic means via publication on the SGX website at https://www.sgx.com/securities/company-announcements and on the Company's website at https://www.mm2asia.com.
Alternative arrangements relating to participation in the EGM proceedings via electronic means, have been put in place to allow shareholders to participate at the EGM by (a) watching or listening to the EGM proceedings via "live" audio-and-video webcast or listening to the EGM proceedings via "live" audio feed, (b) submitting questions in advance of, or "live" at the EGM, and/or (c) voting at the EGM (i) "live" by the Shareholders themselves or their duly appointed proxy(ies) (other than the Chairman of the EGM) via electronic means, or (ii) by appointing the Chairman of the EGM as proxy at the EGM.
MM2 ASIA LTD.
(Incorporated in the Republic of Singapore)
(Company Registration No. 201424372N)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
- THE PROPOSED SUBSCRIPTION BY UOB KAY HIAN PRIVATE LIMITED FOR EXCHANGEABLE BONDS (WITH ATTACHED BUT IMMEDIATELY DETACHABLE WARRANTS) (THE "PROPOSED TRANSACTION")
- THE PROPOSED TRANSFER OF INTEREST IN MM CONNECT PTE LTD IN THE EVENT THAT THE EXCHANGE RIGHT (AS DEFINED HEREIN) OR THE REDEMPTION SUBSTITUTION SETTLEMENT (AS DEFINED HEREIN) IS EXERCISED PURSUANT TO THE PROPOSED TRANSACTION
IMPORTANT DATES AND TIMES: | ||
Last date and time for lodgment of Proxy Form | : | 14 December 2022 at 1.30 p.m. |
Date and time of Extraordinary General Meeting | : | 17 December 2022 at 1.30 p.m. |
Place of Extraordinary General Meeting | : | To be held by electronic means |
CONTENTS
Page | ||
DEFINITIONS | 3 | |
LETTER TO SHAREHOLDERS | 9 | |
1. | Introduction | 9 |
2. | The Proposed Transaction and Proposed Transfer | 10 |
3. | Basis for the Proposed Transaction and Proposed Transfer | 32 |
4. | Relative Figures under Rule 1006 of the Listing Manual in respect of | 36 |
the Proposed Transfer | ||
5. | Financial Effects | 37 |
6. | Interest of Directors and Substantial Shareholders | 44 |
7. | Directors' Recommendation | 46 |
8. | Extraordinary General Meeting | 46 |
9. | Directors' Responsibility Statement | 47 |
10. | Documents Available for Inspection | 47 |
11. | Annex A - Terms and Conditions of the Bonds | 48 |
12. | Annex B - Terms and Conditions of the Warrants | 64 |
13. | Annex C - Equity Valuation Summary Letter | 80 |
NOTICE OF EXTRAORDINARY GENERAL MEETING | 88 | |
PROXY FORM | 93 |
DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated:
"Additional Warrants" | : | Such further Warrants as may be required or permitted |
to be issued by the Company pursuant to any adjustment in | ||
accordance with Condition 5 of the Warrant Conditions | ||
(such further Warrants to rank pari passu with the original | ||
Warrants and for all purposes to form partof the same series | ||
constituted by the Deed Poll and shall be issued subject to | ||
and with the benefit of the Deed Poll), each such Additional | ||
Warrant entitling the holder thereof to subscribe for one | ||
Warrant Share at such Warrant Exercise Price as may be | ||
determined in accordance with Condition 5 of the Warrant | ||
Conditions | ||
"Additional Warrant Shares" | : | Such further Warrant Shares as may be required to be |
allotted and issued on the exercise of any of the Additional | ||
Warrants in accordance with the Warrant Conditions | ||
"Affiliates" | : | In relation to any person, any other person directly or |
indirectly Controlled by, or possessing Control of, or under | ||
common Control with, that person and, in the case of a trust, | ||
any trustee or beneficiary (actual or potential) of that trust | ||
"Approved Bank" | : | A reputable bank or merchant bank as may be selected by |
the Company | ||
"Auditors" | : | The auditors for the time being of the Company or, if there |
shall be joint auditors, any one or more of such auditors, or | ||
in the event of their being unable or unwilling to carry out any | ||
such action requested of them, or such other auditors as | ||
may be nominated by the Company. | ||
"Board" | : | The board of Directors of the Company for the time being. |
"Bondholder" | : | Means, in relation to a Bond, the person in whose name a |
bond is registered in the register. | ||
"Business Day" | : | A day (other than a Saturday or Sunday or gazetted |
public holiday) on which banks are open for general | ||
business in Singapore | ||
"CDP" | : | The Central Depository (Pte) Limited |
"Circular" | : | This circular dated 2 December 2022 |
"Companies Act" | : | Companies Act 1967 of Singapore, as may be amended, |
modified or supplemented from time to time | ||
"Company" | : | MM2 Asia Ltd. (Company Registration No. 201424372N) |
"Completion" | : | Means the completion of the subscription of the |
Exchangeable Bonds (with attached but immediately | ||
detachable Warrants) | ||
"CPF Agent banks" | : | Agent banks appointed under the CPFIS |
"CPF" | : | Central Provident Fund |
3 |
DEFINITIONS | |||
"CPFIS" | : | Central Provident Fund Investment Scheme | |
"Deed Poll" | : | A deed poll to be executed for the issuance of the | |
Warrants conferring the right to subscribe for the Warrant | |||
Shares. | |||
"Default Notice Date" | : | The day on which the Company receives the default notice | |
from the Bondholder | |||
"Director" | : | A director of the Company for the time being | |
"EBITDA" | : | Net income (earnings) with interest, taxes, depreciation, | |
and amortization added back | |||
"EGM" | : | The extraordinary general meeting of the Company, notice | |
of which is set out on page 44 of this Circular | |||
"EPS" | : | Earnings per Share | |
"Equity" | : | 100% equity interest in the capital of mm Connect Pte Ltd | |
"Equity Valuation Summary Letter" | : | Valuation summary letter issued by the Independent Valuer | |
as part of the Equity Valuation Report and is set out in Annex | |||
Cof this Circular | |||
"Equity Valuation Report" | : | Independent valuation report dated 1 December 2022 | |
issued by the Independent Valuer in relation to the valuation | |||
of the Equity as at 31 August 2022 | |||
"Exchange" | : | The exchange of the Exchangeable Bond for the Exchange | |
Property pursuant to the exercise of the Exchange Right | |||
"Exchange Group Shares" | : | Shall have the same meaning as prescribed in paragraph | |
2.2.1 of this Circular below and paragraph 5.5 of Annex A | |||
"Exchange Ratio" | : | The ratio based on which the Exchange is carried out. The | |
initial Exchange Ratio is based on the initial valuation of mm | |||
Connect Pte Ltd of S$90 million and is subject to | |||
adjustments set out in the Exchangeable Bond Terms and | |||
Conditions | |||
"Exchange Right" | : | The right of a Bondholder to exchange Exchangeable Bonds | |
for the Exchange Property in accordance with the | |||
Exchangeable Bond Terms and Conditions | |||
"Exchange Subsidiaries" | : | mm2 Screen Management Sdn Bhd, mm2 Star Screen Sdn | |
Bhd, Cathay Cineplexes Pte Ltd and mm Plus Pte Ltd | |||
"Exchange Group" | : | the Exchange Vehicle and Exchange Subsidiaries | |
collectively | |||
"Exchange Property" | : | Means such number of fully paid up existing and/or new | |
Exchange Shares comprising a 60% shareholding interest | |||
in the enlarged share capital of the Exchange Vehicle | |||
(immediately after the issue of the Exchange Shares) based | |||
on the initial Exchange Ratio and shall include all other | |||
4 |
DEFINITIONS | |||
property arising out of or derived or resulting therefrom and | |||
such other property, in each case as may be deemed or | |||
required to comprise all or part of the Exchange Property | |||
pursuant to the Exchangeable Bond Terms and Conditions | |||
"Exchange Shares" | : | Ordinary shares in the capital of the Exchange Vehicle | |
"Exchange Vehicle" or "mm | : | mm Connect Pte Ltd | |
Connect | |||
"Exchangeable Bond Exchange | : | Means the date on which the Bondholder elects to exercise | |
Date" | his Exchange Right. The Exchangeable Bond Exchange | ||
Date must fall within the Exchangeable Bond Exchange | |||
Period | |||
"Exchangeable Bond Exchange | : | Means the two calendar week period preceding the second | |
Period" | anniversary of the issue date of the Exchangeable Bonds | ||
(the "Second Anniversary") (or such earlier date prior to the | |||
Second Anniversary as may be consented to by the | |||
Company) | |||
"Exchangeable Bond Terms and | : | Means, in relation to the Exchangeable Bonds, the terms | |
Conditions" | and conditions of the Exchangeable Bonds, the salient terms | ||
of which are set out in paragraph 2.2.1 of this Circular and | |||
extracts of which from the Subscription Agreement are set | |||
out in Annex A of this Circular. | |||
"Exchangeable Bond" or "Bond" | : | The exchangeable bonds in the principal amount of | |
S$54,000,0000 as issued by the Company. The | |||
Exchangeable Bonds are issued with 250,000,000 attached | |||
but immediately detachable Warrants. | |||
"Group" | : | The Company and its subsidiaries | |
"Issue Date" | : | The date of issue of the Warrants | |
"Kingsmead" | : | Kingsmead Properties Pte. Ltd. | |
"Kingsmead Transaction" | : | The proposed transaction pursuant to the binding term sheet | |
dated 27 July 2021 entered into between Kingsmead and | |||
the Company for the proposed sale of not less than 80% of | |||
the issued and paid up share capital in mm Connect Pte Ltd | |||
to Kingsmead | |||
"Latest Practicable Date" | : | 17 November 2022, being the latest practicable date prior to | |
the issue of this Circular | |||
"Mainboard Rules" | : | The rules of the Listing Manual of the SGX-ST applicable | |
to issuers listed on the SGX Mainboard, as may be | |||
amended, supplemented and/or modified from time to time | |||
"Market Day" | : | A day on which the SGX-ST is open for securities trading | |
"Maturity Date" | : | If the Exercise Right (as defined herein) is not exercised, | |
the Exchangeable Bonds will be redeemed by the | |||
Company in cash at the end of the three (3) year tenure. | |||
"Minimum Exchange" | : | The minimum number of Exchange Shares that may be | |
transferred in the event where there are any adjustments | |||
5 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
MM2 Asia Ltd. published this content on 02 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2022 16:03:05 UTC.