EZRA HOLDINGS LIMITED - FinanzNachrichten.de

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(2) Total equity (excluding non-controlling interests) after the Proposed Distribution was derived by deducting approximately 33.0% of the Triyards Group pro forma total equity as at 31 August 2011 amounting to approximately US$72.8 million. 6. Approvals 6.1 The Proposed Distribution and the Introduction are conditional upon, inter alia: (a) The approval of Shareholders for the Proposed Distribution at an extraordinary general meeting of the Company ("EGM") to be convened (b) Compliance with procedural requirements under the Companies Act (c) The fulfilment of the conditions stipulated by the SGX-ST in its ETL Letter, namely: (i) Compliance with the SGX-ST's listing requirements; (ii) Compliance with the shareholding spread and distribution guidelines under Rule 210(1)(a) of the Listing Manual; (iii) Compliance with the requirements under Rules 113(2) and 210(5)(a) of the Listing Manual in relation to sponsorship and director disclosures; (iv) Pre-quotation disclosure of information as required by the SGX-ST (which will be conveyed to Triyards); and (v) Submission of certain confirmations and undertakings from Triyards, its directors its auditors and the issue manager for the Introduction, Oversea-Chinese Banking Corporation Limited. (d) Such other approvals, authorisations, consents and confirmations from the regulatory authorities as may be required or advisable and the same remaining in force, including without limitation, such approvals from the SGX-ST and other third parties being obtained for or in connection with the Restructuring Exercise, the Proposed Distribution and the Introduction. (e) In the case of the Proposed Distribution and Introduction, the completion of the Restructuring Exercise. 7. Overseas Shareholders 7.1 For practical reasons and in order to avoid violating applicable securities laws outside Singapore, the Triyards Shares will not be distributed to Entitled Shareholders whose registered addresses (as recorded in the Register of Members of the Company or in the Depository Register maintained by The Central Depository (Pte) Limited ("CDP")) for the service of notice and documents are outside Singapore as at the Books Closure Date ("Overseas Shareholders") and who have not at least five market days prior thereto provided the Company’s Share Registrar (Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623) or CDP, as the case may be, with addresses in Singapore for the service of notices or documents in accordance with the foregoing. 0102236-0000004 SN:5301031.6 8
7.2 Arrangements will be made for the distribution of the Triyards Shares which would otherwise have been distributed to such Overseas Shareholders to be distributed to such person(s)as the Directors may appoint, who shall sell these Triyards Shares and thereafter distribute the aggregate amount of the net proceeds, after deducting all dealing and other expenses in connection therewith, proportionately among such Overseas Shareholders according to their respective entitlements to Triyards Shares as at the Books Closure Date in full satisfaction of their rights to the Triyards Shares. 7.3 Where the net proceeds to which any particular Overseas Shareholder is entitled is less than S$10.00, such net proceeds shall be retained for the benefit of the Company, and no Overseas Shareholder shall have any claim whatsoever against the Company or CDP in connection therewith. 7.4 For the avoidance of doubt, even if an Overseas Shareholder has provided a Singapore address as aforesaid, the distribution of Triyards Shares to him will be subject to compliance with applicable securities laws outside Singapore to the extent reasonably practicable. 8. Interests of Directors and Substantial Shareholders 8.1 Interests of Directors Based on the Register of Director's Shareholdings, as at the date of this Announcement, the interests of the Directors in the Shares are as follows: Name of Director No. % (1) Lee Kian Soo (2) 0102236-0000004 SN:5301031.6 9 Direct Interest Deemed Interest 15,050,000 1.55 Koh Poh Tiong 348,000 0.04 Lee Chye Tek Lionel (3) Adarash Kumar A/L Chranji Lal Amarnath 184,790,384 18.98 36,465,920 (4) 7,888,070 0.81 Wong Bheet Huan 449,033 0.05 Tay Chin Kwang 449,033 0.05 No. % (1) Notes: (1) Based on the 973,529,408 Shares in issue (excluding 4,366,680 treasury shares) as at the date of this Announcement. (2) Mr. Lee Kian Soo, the Executive Chairman of the Company, is the father of Mr. Lee Chye Tek Lionel. (3) Mr. Lee Chye Tek Lionel, the Group Managing Director of the Company, is the son of Mr. Lee Kian Soo. (4) Mr. Lee Chye Tek Lionel is deemed interested in the 36,465,920 Shares, comprising 3.75%, held by Jit Sun Investments Pte Ltd due to his shareholding in Jit Sun Investments Pte Ltd. Save as disclosed in the table above, none of the Directors has any direct or deemed interest in the share capital of the Company or any of its subsidiaries. 3.75
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