Annual Report 2011 - Food Junction

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108 Appendix II GUIDANCE ON SHARES PURCHASES 7. STATUS OF PURCHASED SHARES The purchased Shares may be: (i) held by the Company; or (ii) dealt with, at any time, in accordance with Section 76K of the Act, as Treasury Shares. Section 76K of the Act allows the Company to: (i) sell the Shares (or any of them) for cash; (ii) transfer the Shares (or any of them) for the purposes of or pursuant to an employees’ share scheme; (iii) transfer the Shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; or (iv) cancel the Shares (or any of them). The aggregate number of Shares held as Treasury Shares shall not at any time exceed ten per cent. (10%) of the total number of Shares at that time. Any Shares in excess of this limit shall be disposed of or cancelled in accordance with Section 76K of the Act within six (6) months. Any Shares Purchase will: (i) reduce the amount of the Company’s share capital where the Shares were purchased or acquired out of the capital of the Company; (ii) reduce the amount of the Company’s profits where the Shares were purchased or acquired out of the profits of the Company; or (iii) reduce the amount of the Company’s share capital and profits proportionately where the Shares were purchased or acquired out of both the capital and the profits of the Company, by the total amount of the purchase price paid by the Company for the Shares cancelled. The Company cannot exercise any right in respect of Treasury Shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Act, the Company shall be treated as having no right to vote and the Treasury Shares will be treated as having no voting rights. 8. NOTIFICATION TO ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (“ACRA”) (a) Within thirty (30) days of the passing of a Shareholders’ resolution to approve any purchase of Shares, the Company shall lodge a copy of such resolution with ACRA. (b) The Company shall notify ACRA within thirty (30) days of a purchase of Shares. Such notification shall include details of the date of the purchase, the total number and nominal value of Shares purchased by the Company, the Company’s issued share capital as at the date of the Shareholders’ resolution approving the purchase, the Company’s issued share capital after the purchase and the amount of consideration paid by the Company for the purchase. Annual Report
Appendix II GUIDANCE ON SHARES PURCHASES 9. NOTIFICATION TO THE SGX-ST (a) For purchases of Shares made by way of an Off-Market Purchase, the Company shall notify the SGX-ST in respect of any acquisition or purchase of Shares in the relevant form prescribed by the SGX-ST from time to time, not later than 9.00 a.m. on the second trading day after the close of acceptances of an offer, or within such time period that may be prescribed by the SGX- ST from time to time. (b) For purchases of Shares made by way of a Market Purchase, the Company shall notify the SGX- ST in respect of any acquisition or purchase of Shares in the relevant form prescribed by the SGX-ST from time to time, not later than 9.00 a.m. on the trading day following the date of market acquisition by the Company, or within such time period that may be prescribed by the SGX-ST from time to time. 10. SUSPENSION OF PURCHASE (a) The Company may not undertake any Shares Purchase prior to the announcement of any pricesensitive information by the Company, until such time as the price sensitive information has been publicly announced or disseminated in accordance with the requirements of the Listing Manual. (b) The Company may not effect any Shares Purchases on the SGX-ST during the period commencing one (1) month immediately preceding the announcement of the Company’s fullyear results and the period of two (2) weeks immediately preceding the announcement of its quarterly results. Annual Report109
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Annual Report 2011 - Food Junction

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