Notice of Extraordinary General Meeting - 20 July 2016
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “EGM”) of mm2 Asia Ltd. (the “Company”) will be held at MasterCard Theatres at Marina Bay Sands, B1/F The Shoppes at Marina Bay Sands, 10 Bayfront Avenue, Singapore 018956, on 20 July 2016 at 6.00 p.m. (or as soon thereafter following the conclusion or adjournment of the annual general meeting of the Company to be convened on the same day and at the same place at 5.00 p.m.), for the purpose of considering and, if thought fi t, passing with or without amendment, the ordinary resolutions as set out below.
Unless otherwise defined, all capitalised terms used herein shall have the meanings ascribed to them in the circular to shareholders of the Company dated 5 July 2016.
AS AN ORDINARY RESOLUTION
RESOLUTION 1 – THE PROPOSED SHARE PURCHASE MANDATE
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (“Companies Act”) the exercise by the directors of the Company (“Directors”) of all powers of the Company to purchase or otherwise acquire ordinary shares in the capital of the Company (“Shares”) not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) on-market purchases (each a “Market Purchase”) on the Singapore Exchange Securities Trading Limited (“SGX-ST”); and/or
(ii) off-market purchases (each an “Off-Market Purchase”) effected pursuant to an equal access scheme in accordance with Section 76C of the Companies Act and the Catalist Rules, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may from time to time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
(i) the date on which the next annual general meeting of the Company (“AGM”) is held or required by law to be held;
(ii) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate are carried out to the full extent mandated; or
(iii) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by an ordinary resolution of shareholders of the Company in a general meeting;
(c) in this Resolution:
“Average Closing Price” means the average of the closing market prices of a Share over the last fi ve (5) Market Days on which transactions in the Shares were recorded, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the Catalist Rules, for any corporate action that occurs after the relevant five-day period;
“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the purchase price (which shall not be more than the Maximum Price determined herein) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;
“Maximum Limit” means that number of issued Shares representing ten per cent. (10%) of the total number of issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and
“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed, pursuant to a Market Purchase, 105% of the Average Closing Price and pursuant to an Off-Market Purchase, 120% of the Average Closing Price; and
(d) the Directors and each of them be and is hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they or each of them may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.
AS AN ORDINARY RESOLUTION
RESOLUTION 2 – THE PROPOSED ACQUISITION
That, subject to and contingent upon the passing of Resolution 3:
(a) for the purposes of Chapter 10 of the Catalist Rules, approval be and is hereby given for the proposed acquisition of such number of shares representing 51% of the issued and paid-up share capital of UnUsUaL Pte. Ltd (the “Target”) from Ong Chin Soon and Ong Chin Leong (the “Vendors”), upon the terms and conditions of the sale and purchase agreement (the “Sale and Purchase Agreement”) entered into between the Company and the Vendors on 12 May 2016 (the “Proposed Acquisition”); and
(b) the Directors and each of them be and is hereby authorised to complete and to do all acts and things as they or each of them deem desirable, necessary or expedient for the purposes of or in connection with the Proposed Acquisition and to give effect to this resolution (including any amendment to the Sale and Purchase Agreement, execution of any other agreements or documents and procurement of third party consents) as they or each of them shall think fi t and in the interests of the Company.
AS AN ORDINARY RESOLUTION
RESOLUTION 3 – THE CHANGE IN RISK PROFILE
That, subject to and contingent upon the passing of Resolution 2:
(a) approval be and is hereby given for the Company to expand the Group’s business into the business of event and concert production (the “Change in Risk Profile”), and for the entry by the Company into any contracts, agreements and undertakings as the Directors may deem desirable, necessary or expedient to undertake in relation to the event and concert production business; and
(b) the Directors and each of them be and is hereby authorised to complete and to do all acts and things as they or each of them deem desirable, necessary or expedient for the purposes of or in connection with the Change in Risk Profile and to give effect to this resolution as they or each of them shall think fi t and in the interests of the Company.
Shareholders should note that Resolution 2, in respect of the Proposed Acquisition, and Resolution 3, in respect of the Change in Risk Profile, are inter-conditional on each other. This means that if Resolution 3 is not approved, Resolution 2 would not be passed, and vice versa.
For the avoidance of doubt, Resolution 1 is independent of Resolution 2 and Resolution 3 and shall not be conditional on the passing of Resolution 2 and/or Resolution 3.
By Order of the Board
Melvin Ang Wee Chye
Chief Executive Offi cer and Executive Director
5 July 2016
1. A member of the Company (other than a Relevant Intermediary*) entitled to attend and vote at the EGM is entitled to appoint not more than two (2) proxies to attend and vote in his/her/its stead. A proxy need not be a member of the Company.
2. A Relevant Intermediary may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified).
3. Where a member appoints two proxies, he/she/it shall specify the proportion of his/her/its shareholding to he represented by each proxy in the instrument appointing the proxies.
4. The instrument appointing a proxy must be deposited at the registered office of the Company at 1002 Jalan Bukit Merah #07-11, Singapore 159456, not less than 48 hours before the time appointed for holding the Extraordinary General Meeting.
5. The instrument appointing a proxy or proxies must be signed by the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of any officer or attorney duly authorised.
* A Relevant Intermediary is:
(a) a banking corporation licensed under the Banking Act (Chapter 19) of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Chapter 289) of Singapore and who holds shares in that capacity; or
(c) the Central Provident Fund Board established by the Central Provident Fund Act (Chapter 36) of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and
interest standing to the credit of members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.