EZRA HOLDINGS LIMITED - FinanzNachrichten.de

More documents

Recommendations

Info

4. Details of the Proposed Distribution 4.1 Shareholders will be entitled to the Proposed Distribution if they hold Shares on the date on which the Register of Members of the Company is closed (the "Books Closure Date") to determine their entitlements to the Triyards Shares pursuant to the Proposed Distribution (such Shareholders, "Entitled Shareholders"). 4.2 As at the date of this Announcement, the Company has an issued and paid up share capital of approximately US$490.1 million comprising 973,529,408 Shares (excluding 4,366,680 treasury shares). The Company has issued two tranches of convertible bonds with an aggregate principal amount of US$150 million ("Convertible Bonds") which are currently outstanding, which can be converted into 98,066,028 Shares. As at the date of this Announcement, none of the Convertible Bonds has been converted into Shares. The Proposed Distribution will be effected by way of a dividend in specie to Entitled Shareholders on the basis of 1 Triyards Share for every 10 Shares held by an Entitled Shareholder, fractional entitlements to be disregarded. Triyards Shares which would otherwise be distributed to Overseas Shareholders (as defined in paragraph 7.1 below) pursuant to the Proposed Distribution may be dealt with in the manner described in paragraph 7 below. Assuming that all the Convertible Bonds have been converted into Shares on or before the Books Closure Date, and assuming there will not be any rounding up or down of the number of Triyards Shares to be distributed to each Entitled Shareholder who holds odd-lots of Shares under the Distribution, up to 324,725,890 Triyards Shares will be issued by Triyards immediately prior to the Distribution and up to 107,159,543 Shares (representing approximately 33.0% of Triyard's issued and paid up capital) will be distributed to Entitled Shareholders. Immediately following the Restructuring Exercise, the Distribution and the Introduction, and assuming all of the Convertible Bonds have been converted into Shares on or before the Books Closure Date, the Company will have a direct interest of 217,566,347 Triyards Shares, representing 67.0% of Triyard's issued and paid-up share capital following the Distribution. The Triyards Shares will be distributed to Entitled Shareholders free of encumbrances and together with all rights attached to them on and from the date of the Proposed Distribution. 4.3 Entitled Shareholders who receive odd lots of Triyards Shares pursuant to the Proposed Distribution and who wish to trade such odd lots on the SGX-ST should note that an application will be made to the SGX-ST to set up a temporary counter for the trading of Triyards Shares in board lots of 100 Triyards Shares for a period of one calendar month from the date of commencement of trading in Triyards Shares on the SGX-ST for their convenience. Odd lots of Triyards Shares can be traded on the Unit Share Market, which allows for trading of odd lots with a minimum of one share. Further details of the application will be set out in the Circular (as defined in paragraph 9.1 below). 0102236-0000004 SN:5301031.6 4
4.4 The relative figures in relation to the Proposed Distribution computed on the applicable bases of comparison in respect of Rule 1006 of the Listing Manual, based on the audited consolidated financial statements of the Ezra Group and the pro forma unaudited financial statements of the Triyards Group as at 31 August 2011 respectively are as follows: Rule 1006 Bases Ezra Group as at 31 August 2011 (US$’000) (a) Net asset value of the assets to be disposed of, compared with the Ezra Group's net asset value (b) The profit before tax and before non-controlling interests attributable to the assets disposed of, compared with the Ezra Group's net profits (c) The aggregate value of the consideration given or received, compared with Ezra's market capitalisation based on the total number of issued shares excluding treasury shares (d) The number of equity securities issued by Ezra as consideration for the acquisition, compared with the number of equity securities previously in issue. Notes: 0102236-0000004 SN:5301031.6 5 Proposed Distribution of 33.0% in Triyards (US$’000) 845,581 24,016 (1) 49,010 3,529 (2) 809,200 (3) 27,800 (4) Relative Figures (%) 2.8 7.2 3.4 Not applicable Not applicable Not applicable (1) Based on approximately 33.0% of the Triyards Group pro forma consolidated net asset value as at 31 August 2011 amounting to approximately US$72.8 million. (2) Based on approximately 33.0% of the Triyards Group pro forma consolidated profit before tax for the year ended 31 August 2011 amounting to approximately US$10.70 million. (3) Based on S$1.04, being the volume weighted average price of the Shares on the SGX-ST on 24 August 2012, the last market day before the date of this announcement and an assumed exchange rate of US$1/S$1.25. (4) Being the aggregate consideration under the Restructuring Exercise. As none of the relative figures under Rule 1006 exceeds 20.0%, the Proposed Distribution does not constitute a major transaction for the Company as defined in Chapter 10 of the Listing Manual.
Page 1 and 2: EZRA HOLDINGS LIMITED (Incorporated
Page 3: 3.3 Investment flexibility for Enti
Page 7 and 8: (2) NTA after the Proposed Distribu
Page 9 and 10: 7.2 Arrangements will be made for t
Page 11: information in the Introductory Doc

EZRA HOLDINGS LIMITED - FinanzNachrichten.de

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?