THE STRAITS TRADING COMPANY LIMITED CIRCULAR DATED 6 APRIL 2022
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
If you are in any doubt as to the action you should take, you should consult your stockbroker or other professional adviser immediately.
If you have sold or transferred all your shares in the capital of The Straits Trading Company Limited (the "Company"), you should immediately forward this Circular together with the Notice of Annual General Meeting and the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
Singapore Exchange Securities Trading Limited assumes no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed in this Circular.
Due to the COVID-19 pandemic, Shareholders will not be able to attend the Annual General Meeting in person. Pursuant to paragraph 5(1) read with the First Schedule of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company may convene, hold, conduct, whether wholly or partly, the Annual General Meeting, by electronic means. Accordingly, alternative arrangements have been put in place to allow Shareholders to participate at the Annual General Meeting by way of (a) watching the Annual General Meeting proceedings via "live" webcast after registering as set out in paragraph 6.1(b) of this Circular, (b) submitting questions in advance of the Annual General Meeting, (c) voting by appointing the Chairman of the Annual General Meeting as proxy, and/or (d) voting in real time via electronic means either personally or via appointment of proxy. Questions may be submitted via the Company's pre-registration website URLhttps://conveneagm.sg/StraitsTrading_AGM2022, via electronic mail toir@stc.com.sg or by post as set out in paragraph 6.1 (c) of this Circular, by 11.00 a.m. on 13 April 2022.
Please refer to section 6 of this Circular and the Notice of Annual General Meeting for further information, including the steps to be taken by Shareholders to participate at the Annual General Meeting. The Notice of Annual General Meeting may also be accessed at the SGX website at
https://www.sgx.com/securities/company-announcementsand the Company's website athttps://www.straitstrading.com.sg.
.
Shareholders should note that the Company may make further changes to its Annual General Meeting arrangements and are therefore advised to regularly check the Company's website and SGXNet for updates.
THE STRAITS TRADING COMPANY LIMITED
(Company Registration No.: 188700008D) (Incorporated in Singapore)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE
TABLE OF CONTENTS
1. INTRODUCTION .................................................................................................................. 7
2. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE ....................................... 7
3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ................................... 20
4. DIRECTORS' RECOMMENDATION ..................................................................................... 21
5. ANNUAL GENERAL MEETING ............................................................................................ 21
6. ACTION TO BE TAKEN BY SHAREHOLDERS ..................................................................... 22
7. INSPECTION OF DOCUMENTS .......................................................................................... 24
8. DIRECTORS' RESPONSIBILITY STATEMENT ..................................................................... 24
DEFINITIONS
In this Circular, the following definitions shall apply throughout unless the context otherwise requires or unless otherwise stated:
"AGM"
: The annual general meeting of the Company to be held on 28 April 2022 at 11.00 a.m..
"Annual Report"
: The annual report of the Company for the financial year ended 31 December 2021.
"Associate"
"Average Closing Price"
: (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.
: Has the meaning ascribed to it in paragraph 2.3.4 of this Circular.
"CDP"
: The Central Depository (Pte) Limited.
"Circular"
: This circular to Shareholders dated 6 April 2022.
"Companies Act"
: The Companies Act 1967, as amended, modified or supplemented from time to time.
"Company" "concert parties"
: The Straits Trading Company Limited.
: Has the meaning ascribed to it in paragraph 2.9.2 of this Circular.
"Constitution"
: The constitution of the Company, as amended, modified or supplemented from time to time.
"Control"
: The capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company.
"Controlling Shareholder"
: A person who:
(a) holds directly or indirectly 15% or more of the total voting rights in a 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 the Company.
"Court"
: The High Court of the Republic of Singapore or a judge thereof.
"COVID-19 Temporary Measures Act"
: The COVID-19 (Temporary Measures) Act 2020 (No. 14 of 2020), as amended, modified or supplemented from time to time.
"COVID-19 Alternative Arrangements Order"
: The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, as amended, modified or supplemented from time to time.
"COVID-19 Alternative Arrangements Order Guidance"
: The checklist first issued on 13 April 2020 and last updated on 1 October 2020 by the Accounting and Corporate Regulatory Authority of Singapore, the Monetary Authority of Singapore and Singapore Exchange Regulation as guidance for listed and non-listed entities on the conduct of general meetings during the period when safe distancing measures are in place.
"day of the making of the offer"
: Has the meaning ascribed to it in paragraph 2.3.4 of this Circular.
"Director"
: A director of the Company for the time being.
"EPS"
: Earnings per Share.
"Group"
: The Company and its subsidiaries.
"Infectious Diseases Regulations"
: The Infectious Diseases (Measures to Prevent Spread of COVID-19) Regulations 2020.
"Latest Practicable Date"
: 9 March 2022, being the latest practicable date prior to the printing of this Circular.
"Listing Manual"
: The Mainboard listing rules of the SGX-ST, as amended, modified or supplemented from time to time.
"Market Day"
: A day on which the SGX-ST is open for trading in securities.
"Market Purchases"
: Has the meaning ascribed to it in paragraph 2.3.3 of this Circular.
"Maximum Price"
: Has the meaning ascribed to it in paragraph 2.3.4 of this Circular.
"Notice of AGM"
: The notice of AGM sent out by the Company to the Shareholders on 6 April 2022.
"NTA"
: Net tangible assets.
"Off-Market Purchases"
: Has the meaning ascribed to it in paragraph 2.3.3 of this Circular.
"Registrar"
: The Registrar of Companies.
"related expenses"
: Has the meaning ascribed to it in paragraph 2.3.4 of this Circular.
"Relevant Period"
: The period commencing from the date on which the renewal of the Share Buyback Mandate is approved by the Shareholders and expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier.
"Securities Account"
: A securities account maintained by a depositor with CDP but not including a securities sub-account maintained with a depository agent.
"SGX-ST"
: Singapore Exchange Securities Trading Limited.
"Share Buyback Mandate"
: General and unconditional mandate given by Shareholders to authorise the Directors to purchase Shares in accordance with the terms set out in Ordinary Resolution 6, as more particularly described in this Circular and in accordance with the rules and regulations set forth in the Companies Act and the Listing Manual.
"Shareholders"
: Persons who are registered as holders of Shares in the Register of Members of the Company except that where the registered holder is CDP, the term "Shareholders" shall mean the depositors who have Shares credited to their securities accounts.
"Shares"
: Ordinary shares in the capital of the Company.
"subsidiary holdings"
: Shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.
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The Straits Trading Company Limited published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 07:41:07 UTC.
