TIDMALR
RNS Number : 3538V
Alternative Energy Limited
14 January 2013
FOR IMMEDIATE RELEASE 14 January 2013
Alternative Energy Limited
("Alternative Energy", "AEL" or the "Company")
POSTING OF OFFERING LETTER AND APPLICATION FORM TO THE ENTITLED
SHAREHOLDERS
in relation to the
PREFERENTIAL OFFERING
Further to the announcement of 21 December 2012 in respect of
the despatch of the circular dated 21 December 2012 (the
"Circular") and the announcement of 11 January 2013 in respect of
(a) the approval by the Independent Shareholders of (i) the
Whitewash Resolution; (ii) the execution of the Revised Convertible
Loan Agreement; and (iii) the issue and allotment of the Revised
Convertible Loan Shares to Christopher Nightingale, and (b) the
approval of the Shareholders of the Preferential Offering, at the
extraordinary general meeting of Alternative Energy held on 11
January 2013 at 3.00p.m (Singapore time), the board of directors
(the "Board") of Alternative Energy is pleased to announce that
Alternative Energy is today posting an offering letter dated 14
January 2013 (the "Offering Letter") and the accompanying
application form (the "Application Form") containing the terms and
conditions of the Preferential Offering to the Entitled
Shareholders.
All capitalised terms used but not defined herein shall have the
same meaning ascribed to them in the Offering Letter and which are
also set out at the end of this announcement, unless expressly
provided or the context requires otherwise.
The Offering Letter will be made available for inspection at the
registered office of the Company at 1 Science Park Road, #02-09,
The Capricorn, Singapore Science Park II, Singapore 117528 during
normal business hours from the date of the Offering Letter up to
the Closing Date, being 25 January 2013 at 3.00p.m. (Singapore
time) in respect of Entitled Scripholders and 25 January 2013 at
3.00p.m. (UK time) in respect of Entitled Depositary Interest
Holders.
The Indicative Timetable, Eligibility of Shareholders to
Participate in the Preferential Offering, Takeover Limits and the
Letter to the Entitled Shareholders below have been extracted
without material adjustment from the Offering Letter. Shareholders
should read this announcement in conjunction with the Offering
Letter and the Circular. The Offering Letter and the Circular
should be read carefully and in their entirety before any decision
with respect to the Preferential Offering is made.
Both the Offering Letter and the Circular contain the following
fundamental risk factor:
"As noted in the Announcement, the Heads of Agreement, the MOU,
the Supplemental Heads of Agreement and the Conditional Private
Placement Agreement are not definitive and are therefore subject to
changes and will in any event be subject to the execution of final
binding agreements. There is no certainty or assurance as at the
date of the Circular that these arrangements will be completed, or
that no changes will be made to the terms thereof. The Company will
make the necessary announcements when there are further
developments on the Heads of Agreement, the MOU, the Supplemental
Heads of Agreement, the Conditional Private Placement Agreement,
the Preferential Offering and the Revised Convertible Loan.
Shareholders are advised to read any further announcements by the
Company carefully. In particular, Shareholders should note that the
Company's ability to provide sufficient working capital for its
business and to meet its operational needs, requires these
arrangements to be completed. If for, whatever reason, they are not
then there can be no certainty that the Company will have
sufficient working capital for its present requirements. It should
also be noted that the Preferential Offering is not underwritten
and that there is no guarantee that the amount raised there under
will be sufficient for the Company's working capital needs".
Accordingly, Shareholders should consult their stock brokers,
bank managers, solicitors or other professional advisers if they
have any doubt about the actions they should take.
For further information, please contact:
Richard Lascelles, Independent Non-executive Director Tel: 020
7408 1067
Roland Cornish, Emily Staples and James Biddle, Beaumont Cornish
Limited Tel: 020 7628 3396
Eric Goh, Executive Director Tel: +65 68737782
A copy of this announcement, the Offering Letter and the
Application Form will be available at the official website of the
Company at www.alternativenergy.com.sg. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for the Company in relation to the Whitewash Resolution
, as further described in the Offering Letter and the Circular, and
is not taking responsibility for the commercial assessment of the
Proposed Transactions, which remain the sole responsibility of the
Board, nor is it advising any other person and accordingly will not
be responsible to any person other than the Company for providing
the protections afforded to the clients of Beaumont Cornish Limited
or for providing advice in relation to the matters described in the
Offering Letter or the Circular.
Forward looking statements
This announcement may contain certain "forward-looking
statements" with respect to the financial condition, results of
operations and business of the Company and the Group and certain
plans and objectives of the Group. In some cases, these
forward-looking statements can be identified by the fact that they
do not relate to historical or current facts and by the use of
forward-looking terminology, including the terms "anticipates",
"believes", "estimates", "expects", "intends", "plans", "prepares",
"goal", "target", "will", "may", "should", "could" or "would" or,
in each case, their negative or other variations or comparable
terminology. These statements are based on assumptions and
assessments made by the Directors in light of their experience and
their perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
Investors should specifically consider the factors identified in
this announcement that could cause actual results to differ before
making an investment decision. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of
the Company or the Group, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. They are
also based on numerous assumptions regarding the Company's and/or
the Group's present and future business strategies and the
environment in which it is believed that the Group will operate in
the future. These forward-looking statements speak only as at the
date of this announcement. Except as required by the London Stock
Exchange or applicable law, the Company expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement.
INDICATIVE TIMETABLE
UK Time
(Unless provided otherwise)
Offer Record Date (a) in respect of Entitled Scripholders,
9 January 2013 at 3.00p.m. (Singapore
time); and
(b) in respect of Entitled Depositary
Interest Holders, 9 January 2013
at 3.00p.m. (UK time)
Despatch of Offering Letter 14 January 2013
(together with the Application
Form) to the Entitled Shareholders
Opening Date for the Preferential 14 January 2013
Offering
Closing Date for the Preferential (a) in respect of Entitled Scripholders,
Offering 25 January 2013 at 3.00p.m. (Singapore
time); and
(b) in respect of Entitled Depositary
Interest Holders, 25 January 2013
at 3.00p.m. (UK time)
Expected date for issuance 1 February 2013
and crediting of Preferential
Offering Shares
Expected date for commencement 1 February 2013
of trading of Preferential
Offering Shares on AIM
Expected date for refund 11 February 2013
of unsuccessful applications
(if any)
The dates set out in the timetable above are indicative only and
are subject to change at the Company's absolute discretion. The
Company intends to announce any changes (including any
determination of the relevant dates) to the timetable above once
the Company becomes aware or determines the necessity of such
changes.
ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE PREFERENTIAL
OFFERING
1. The Entitled Scripholders are the Shareholders whose Shares
are registered in their own names in the Register of Members of the
Company and whose registered addresses are in Singapore or the
United Kingdom as at the Offer Record Date or who have, at least
three (3) Market Days prior to the Offer Record Date, provided the
Share Registrar in writing with addresses in Singapore or the
United Kingdom for the service of notices and documents in relation
to the Preferential Offering.
2. The Entitled Depositary Interest Holders are persons who are
registered as Depositary Interests Holders in the Depositary
Register and whose registered addresses are in Singapore or the
United Kingdom as at the Offer Record Date, or who have, at least
three (3) Market Days prior to the Offer Record Date, provided the
Depositary in writing with addresses in Singapore or the United
Kingdom for the service of notices and documents in relation to the
Preferential Offering.
3. Foreign Shareholders are Shareholders with registered
addresses outside Singapore and the United Kingdom as at the Offer
Record Date and who have not, at least three (3) Market Days prior
to the Offer Record Date, provided to the Share Registrar or the
Depositary in writing, as the case may be, with addresses in
Singapore or the United Kingdom for the service of notices and
documents in relation to the Preferential Offering.
4. The Offering Letter and its accompanying documents do not
constitute a prospectus or an offer information statement, and have
not been and will not be lodged, registered or filed with the
Monetary Authority of Singapore, in Singapore. The Preferential
Offering will only be made to the Entitled Shareholders in
Singapore pursuant to applicable exemptions under the Securities
and Futures Act (Chapter 289) of Singapore.
5. The Offering Letter and its accompanying documents do not
constitute a prospectus for the purposes of the UK Prospectus Rules
and have not been, and will not be, approved or filed with the UK
Financial Services Authority. In issuing the Offering Letter, the
Company is relying on Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended.
Applications in respect of the Preferential Offering Shares from
persons not falling within such exemption will be rejected and the
Preferential Offering contained in the Offering Letter is not
capable of acceptance by such persons.
6. The documents relating to the Preferential Offering will be
distributed only in Singapore and the United Kingdom. The
distribution of the documents relating to the Preferential Offering
may be prohibited or restricted (either absolutely or subject to
various relevant securities requirements, whether legal or
administrative, being complied with) in certain jurisdictions under
the relevant securities laws of those jurisdictions.
7. For practical reasons and in order to avoid any violation of
the securities legislations applicable in countries other than
Singapore and the United Kingdom, the Preferential Offering is only
made in Singapore and the United Kingdom and the Offering Letter
and its accompanying documents will not be despatched to Foreign
Shareholders or into any jurisdictions outside Singapore and the
United Kingdom. Accordingly, Foreign Shareholders will not be
entitled to participate in the Preferential Offering. No purported
application thereof by Foreign Shareholders will be valid or
accepted.
8. Foreign Shareholders who wish to be eligible to participate
in the Preferential Offering may provide a Singapore or United
Kingdom address by sending a written notification to:
(a) in respect of applications by the Entitled Depositary
Interest Holders, the Depositary at Computershare, Corporate
Actions Projects, Bristol, BS99 6AH, England; or
(b) in respect of applications by the Entitled Scripholders, the
Share Registrar at 50 Raffles Place #32-01 Singapore Land Tower
Singapore 048623,
not later than three (3) Market Days before the Offer Record
Date.
9. Notwithstanding the above, Shareholders and any other person
having possession of the documents relating to the Preferential
Offering are advised to inform themselves of and to observe any
legal requirements applicable thereto. No person in any territory
outside Singapore and the United Kingdom receiving the documents
relating to the Preferential Offering may treat the same as an
offer, invitation or solicitation to subscribe for any Preferential
Offering Shares unless such offer, invitation or solicitation could
lawfully be made without violating any regulatory or legal
requirements in those territories.
10. The Company reserves the right to treat as invalid any
Application Form which (a) appears to the Company or its agents to
have been executed in any jurisdiction outside Singapore and the
United Kingdom which may violate the applicable legislation of such
jurisdictions; (b) provides an address outside Singapore and the
United Kingdom for the receipt of the Offering Letter and its
accompany documents; or (c) purports to exclude any deemed
representation or warranty. The Company further reserves the right
to reject any applications for the Preferential Offering Shares
where it believes, or has reason to believe, that such acceptances
and/or applications may violate the applicable legislation of any
jurisdiction.
TAKEOVER LIMITS UNDER THE SINGAPOREAN CODE ON TAKEOVERS AND
MERGERS
As this is a Preferential Offering and not a rights issue,
Entitled Shareholders will not have any pro-rata provisional
entitlements to Preferential Offering Shares. Each Entitled
Shareholder will be at liberty to apply for any number of
Preferential Offering Shares, up to a maximum of 600,000,000
Preferential Offering Shares.
The subscription for and acquisition of Shares are regulated by,
amongst other things, the Takeover Code. Except with the consent of
the SIC, where:
(a) any person acquires whether by a series of transactions over
a period of time or not, Shares which (taken together with Shares
held or acquired by persons acting in concert with them) carry 30%
or more of the voting rights in the Company; or
(b) any person who, together with persons acting in concert with
him, holds not less than 30% but not more than 50% of the voting
rights in the Company and such person, or any person acting in
concert with him, acquires in any period of six (6) months
additional Shares carrying more than 1% of the voting rights in the
Company,
such person must extend a mandatory takeover offer (the
"Mandatory Offer") immediately to the Shareholders for the Shares
other than those already owned, controlled or agreed to be acquired
by such person in accordance with the provisions of the Takeover
Code. In addition to such person, each of the principal members of
the group of persons acting in concert with him may, according to
the circumstances of the case, have the obligation to extend an
offer.
Depending on the level of subscription for the Preferential
Offering Shares, the Company will, if necessary, scale down the
subscription for the Preferential Offering Shares by any of the
Substantial Shareholder who subscribes for Preferential Offering
Shares, to avoid placing the relevant Substantial Shareholder
and/or parties acting in concert with him/her/it in the position of
incurring a mandatory general offer obligation under the Takeover
Code as a result of the other Entitled Shareholders not applying
for any Preferential Offering Shares or only applying for a small
number of Preferential Offering Shares.
Shareholders who are in doubt as to their obligations, if any,
to make a mandatory takeover offer under the Takeover Code as a
result of any subscription for the Preferential Offering Shares
under the Preferential Offering should consult the SIC and/or their
professional advisers.
LETTER TO THE ENTITLED SHAREHOLDERS
ALTERNATIVE ENERGY LIMITED
Incorporated and registered in the Republic of Singapore under
the Companies Act (Cap. 50) of Singapore with registered number
200619290H
ISIN Number: SG9999004659
Directors:- Registered Office:-
Mr Christopher George Edward 1 Science Park Road
Nightingale #02-09, The Capricorn
Mr Richard Anthony Finlayson Singapore Science Park
Lascelles II
Mr Bay Yew Chuan Singapore 117528
Dr Eric Goh Swee Ming
14 January 2013
To: The Entitled Shareholders
Dear Sir / Madam,
THE NON-RENOUNCEABLE AND NON-UNDERWRITTEN PREFERENTIAL OFFERING
OF UP TO 600,000,000 PREFERENTIAL OFFERING SHARES TO ALL
SHAREHOLDERS, EXCEPT FOR THE CONCERT PARTIES , AT AN ISSUE PRICE OF
us$0.008 FOR EACH PREFERENTIAL OFFERING SHARE, FINAL ALLOTMENT TO
BE BASED ON THE NUMBER OF PREFERENTIAL OFFERING SHARES APPLIED FOR
BY THE SUBSCRIBING SHAREHOLDERS AND IN THE EVENT OF
OVER-SUBSCRIPTION, FINAL aLLOTMENT TO BE IN PROPORTION TO THE
NUMBER OF PREFERENTIAL OFFERING SHARES APPLIED FOR BY EACH
SUBSCRIBING SHAREHOLDER RELATIVE TO THE TOTAL NUMBER OF
PREFERENTIAL OFFERING SHARES AVAILABLE FOR SUBSCRIPTION, FRACTIONAL
SHARES TO BE ROUNDED UPWARDS OR DOWNWARDS IN THE ABSOLUTE
DISCRETION OF THE DIRECTORS OF THE COMPANY
1. INTRODUCTION
On the Announcement Date, the Board made the Announcement on a
RIS in relation to, amongst other things, the preferential offering
(the "Preferential Offering") to be offered on a non-renounceable
and non-underwritten basis by the Company, with issue of up to
600,000,000 new Shares (the "Preferential Offering Shares"), at the
Issue Price, final allotment to be based on the number of
Preferential Offering Shares applied for by the Subscribing
Shareholders, and in the event of over-subscription, in proportion
to the number of Preferential Offering Shares applied for by each
Subscribing Shareholder relative to the total number of
Preferential Offering Shares available for subscription, fractional
Shares to be rounded upwards or downwards in the absolute
discretion of the Directors.
On 21 December 2012, the Circular containing information
relating to, amongst other things, the Preferential Offering and
the Revised Convertible Loan, and to seek the approvals of the
Independent Shareholders and/or the Shareholders, as the case may
be, for the ordinary resolutions set out in the Notice of EGM,
which included without limitation, a resolution to approve the
implementation of the Preferential Offering, was issued and
despatched to the Shareholders. A copy of the Circular is available
at the official website of the Company at
http://www.alternativenergy.com.sg.
On 11 January 2013, all ordinary resolutions set out in the
Notice of EGM, including the resolution in relation to the
implementation of the Preferential Offering, were passed by the
Independent Shareholders and the Shareholders, as the case may be,
during the EGM.
Your attention is drawn to paragraph 1 of the Circular setting
out the salient contents of the Announcement, particularly in
relation to the Proposed Transactions which collectively represent
a series of transactions which could have a substantial impact on
the Company.
2. CONDITIONS TO THE PREFERENTIAL OFFERING
As disclosed in the Circular, the Preferential Offering is
conditional upon (i) the Admission becoming effective; and (ii) the
Preferential Offering being approved by the Shareholders and the
Whitewash Resolution and the Revised Convertible Loan being
approved by the Independent Shareholders at the EGM.
As disclosed in paragraph 1 of the Offering Letter, all ordinary
resolutions set out in the Notice of EGM were approved by the
Shareholders and the Independent Shareholders, as the case may be,
at the EGM.
Application for the Admission will be made to the London Stock
Exchange as to enable the Preferential Offering Shares to be traded
on AIM in accordance with the Indicative Timetable or at another
date to be determined and announced by the Directors. If the London
Stock Exchange does not admit the Preferential Offering Shares to
trading on AIM before the expiration of three (3) months after the
date of issue of the Offering Letter (the last day of such three
(3) months period, the "Expiry Date"), the Company will not issue
any Preferential Offering Shares and will refund all application
monies for the Preferential Offering Shares to the relevant
Subscribing Shareholders within fourteen (14) calendar days from
the Expiry Date or within such other period to be determined and
announced by the Directors, without interest being paid.
The fact that the London Stock Exchange may admit the
Preferential Offering Shares to trading on AIM is not to be taken
in any way as an indication of the merits of the Company or the
Preferential Offering Shares now offered for subscription.
3. SUMMARY OF THE TERMS OF THE PREFERENTIAL OFFERING
3.1 Offer Price and Payment
(a) The Preferential Offering Shares are offered at US$0.008 for
each Preferential Offering Share (the "Issue Price"), payable in
full upon application for the Preferential Offering Shares by the
Subscribing Shareholders.
(b) The Issue Price represents a discount of approximately
70.91% to the closing price of US$0.0275 per Share on AIM on 29 May
2012, being the last trading day prior to the Announcement, and a
discount of approximately 68.00% to the closing price of US$0.0250
per Share on the Latest Practicable Date.
(c) The procedures of applying and paying for the Preferential
Offering Shares applied for by the Subscribing Shareholders are set
forth in Appendix A to the Offering Letter.
3.2 Number of Preferential Offering Shares
Pursuant to the Preferential Offering, the Company will issue up
to 600,000,000 Preferential Offering Shares at the Issue Price,
final allotment to be:
(a) based on the number of Preferential Offering Shares applied
for by the Subscribing Shareholders; and
(b) in the event of over-subscription, in proportion to the
number of Preferential Offering Shares applied for by each
Subscribing Shareholder relative to the total number of
Preferential Offering Shares available for subscription, being
600,000,000, fractional shares to be rounded upwards or downwards
in the absolute discretion of the Directors.
3.3 Eligibility to participate in the Preferential Offering
The eligibility for the Shareholders to participate in the
Preferential Offering is set forth in the sections entitled
"Eligibility of Shareholders to Participate in the Preferential
Offering" and "Takeover Limits" at pages 9 and 11 respectively of
the Offering Letter.
3.4 Basis of Entitlement
(a) The Preferential Offering is made on a non-renounceable basis.
(b) As this is not a rights issue, the Entitled Shareholders
will not have any pro-rata provisional entitlements to the
Preferential Offering Shares. As such, the Entitled Shareholders
are entitled to subscribe for any number of Preferential Offering
Shares (subject to a maximum of 600,000,000 Preferential Offering
Shares) in accordance with the terms and conditions set out in the
Offering Letter and the Application Form.
(c) The Preferential Offering will be undertaken by the Company on a non-underwritten basis.
(d) Preferential Offering Shares not taken up by Entitled
Shareholders may be offered by the Company to third parties for
subscription at the Issue Price and on the same terms as those
applicable and offered to the Entitled Shareholders.
(e) Depending on the level of subscription for the Preferential
Offering Shares, the Company will, if necessary, scale down the
subscription for the Preferential Offering Shares by any
Substantial Shareholder who subscribes for Preferential Offering
Shares, to avoid placing the relevant Substantial Shareholder
and/or parties acting in concert with him/her/it in the position of
incurring a mandatory general offer obligation under the Takeover
Code as a result of the other Entitled Shareholders not applying
for any Preferential Offering Shares or the other Entitled
Shareholders applying for a relatively small number of Preferential
Offering Shares.
3.5 Offer Period
The Preferential Offering commences on 14 January 2013.
THE LAST DATE AND TIME FOR THE APPLICATION AND PAYMENT FOR THE
PREFERENTIAL OFFERING SHARES IS AT:
(a) IN RESPECT OF APPLICATION BY THE ENTITLED SCRIPHOLDERS,
3.00P.M. (SINGAPORE TIME) ON 25 JANUARY 2013; AND
(b) IN RESPECT OF APPLICATION BY THE ENTITLED DEPOSITARY
INTEREST HOLDERS, 3.00P.M (UK TIME) ON 25 JANUARY 2013.
3.6 Status of the Preferential Offering Shares
The Preferential Offering Shares will, upon allotment and
issuance, rank pari passu in all respects with the then existing
Shares for any dividends, rights, allotments or other
distributions, the Record Date for which falls on or after the date
of issue of the Preferential Offering Shares.
3.7 Governing Law
The Preferential Offering shall be governed by the laws of
Singapore.
4. IMPACT OF THE PREFERENTIAL OFFERING AND THE REVISED
CONVERTIBLE LOAN ON THE SHAREHOLDERS' INTEREST IN THE TOTAL
SHAREHOLDING
4.1 The impact of the Proposed Disposal, the Preferential
Offering and the issue of the Convertible Loan Shares pursuant to
the Revised Convertible Loan on the interest of the Concert Parties
and the other Shareholders in the Total Shareholding are as set
forth:
Shareholder(s) Interest in the Total Interest in the Total Interest in the Total Interest in the Total
Shareholding as at 5 Shareholding after Shareholding after Shareholding after
November 2012, being the Proposed Disposal the Preferential Offering the issue of the Revised
a date used for illustrative Convertible Loan
purposes only Shares(6)
---------------- ------------------------------ --------------------------- -------------------------- --------------------------
1. Number 3. Number 5. Number Number of
of Shares 2. % of Shares 4. % of Shares % Shares %
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Maximum Subscription Scenario
-------------------------------------------------------------------------------------------------------------------------------------
Concert
Parties 950,000,666(1) 50.37 800,000,666(3) 42.42 800,000,666 32.18 1,675,000,666(7) 49.84
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Other
Shareholders
(excluding
Concert
Parties) 935,915,598 49.63 1,085,915,598 57.58 1,685,915,598(4) 67.82 1,685,915,598 50.16
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Total
shareholding 1,885,916,264(2) 100 1,885,916,264 100 2,485,916,264 100 3,360,916,264 100
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Minimum Subscription Scenario
-------------------------------------------------------------------------------------------------------------------------------------
Concert
Parties 950,000,666(1) 50.37 800,000,666(3) 42.42 800,000,666 42.42 1,675,000,666(8) 60.67
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Other
Shareholders
(excluding
Concert
Parties) 935,915,598 49.63 1,085,915,598 57.58 1,085,915,598(5) 57.58 1,085,915,598 39.33
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Total
shareholding 1,885,916,264(2) 100 1,885,916,264 100 1,885,916,264 100 2,760,916,264 100
---------------- ----------------- ----------- --------------- ---------- ----------------- ------- ----------------- -------
Note:
(1) As of 5 November 2012, being a date used for illustrative
purposes only, Christopher Nightingale is the registered owner of 2
Shares and has a deemed interest in 950,000,664 through:
(a) Perfection Group Limited, a company which is in turn
wholly-owned by him, which holds 804,877,709 Shares, representing
approximately 42.68% of the then Total Shareholding; and
(b) several other nominees, who collectively own 145,122,955
Shares, representing approximately7.70% of the then Total
Shareholding.
(2) The figure excludes 1,922,966 treasury shares. Based on the
Unaudited Interim Financial Results ended 31 August 2012, it was
disclosed that the Total Shareholding of the Company consists of
1,610,473,974 Shares (excluding 1,922,966 treasury shares). For the
avoidance of doubt, Shareholders should note that:
(a) an additional 275,442,290 Shares were allotted (but not
issued) by the Company as part settlement for the consideration for
the purchase of patents and technology from a related party
transaction, and such number of Shares was included in the capital
reserve as the Shares had not been issued as at 31 August 2012.
Such additional Shares were only issued pursuant to the said
transaction subsequent to 31 August 2012, being the date to which
the Unaudited Interim Financial Results ended 31 August 2012 were
drawn up. Please also refer to note 11 at page 19 of the Unaudited
Interim Financial Results ended 31 August 2012 for further
information; and
(b) an aggregate of 50,000,000 Shares were allotted and issued
to an investor subsequent to 31 August 2012, being the date to
which the Unaudited Interim Financial Results ended 31 August 2012
were drawn up, at an issue price of US$0.008 per Share.
(3) On the assumption that 150,000,000 Shares are disposed of by
Christopher Nightingale pursuant to the Proposed Disposal.
(4) Under the Maximum Subscription Scenario, assuming all
600,000,000 Preferential Offering Shares are fully subscribed for
by the Subscribing Shareholder(s).
(5) Under the Minimum Subscription Scenario, assuming that none
of the 600,000,000 Preferential Offering Shares are taken up by the
Subscribing Shareholder(s), and the Preferential Offering Shares
not taken up are not offered to third parties by the Company.
(6) Assuming that Christopher Nightingale is entitled and elects
to fully convert the Revised Convertible Loan into 875,000,000
Revised Convertible Loan Shares and such conversion takes place
prior to the occurrence or completion of the Placement and Share
Option.
(7) In the event that the Proposed Disposal does not proceed,
the maximum holding of the Concert Parties under the Maximum
Subscription Scenario would be 1,825,000,666 Shares representing
54.30% of the then Total Shareholding.
(8) In the event that the Proposed Disposal does not proceed,
the maximum holding of the Concert Parties under the Minimum
Subscription Scenario would be 1,825,000,666 Shares representing
66.10% of the then Total Shareholding.
4.2 As illustrated above, it is anticipated that:
(a) the interests of the Concert Parties in the Total
Shareholding will decrease from 50.37% to 42.42% and the interests
of the other Shareholders (excluding the Concert Parties) in the
Total Shareholding will increase from 49.63% to 57.58% as a result
of the Proposed Disposal, on the assumption that 150,000,000 Shares
will be disposed of;
(b) subsequent to the completion of the Proposed Disposal:
(i) under the Maximum Subscription Scenario:
(1) the interest of the Concert Parties in the Total
Shareholding will decrease from 42.42% to 32.18% and the interests
of the other Shareholders (excluding the Concert Parties) will
increase from 57.58% to 67.82%, as a result of the completion of
the Preferential Offering; and
(2) as a result of the exercise of the Conversion Rights by
Christopher Nightingale (assuming that such exercise takes place
prior to the Placement and Share Option):
(A) the interests of the Concert Parties in the Total
Shareholding will in turn increase from 32.18% to 49.84% (being a
shareholding interest close to their current aggregate interest in
the Total Shareholding of 50.37%), resulting in them having
acquired Shares carrying more than 1% of the voting rights in the
Company in any period of six (6) months and triggered the
obligation to make a Mandatory Offer, unless such obligation is
waived by the SIC; and
(B) the interests of the other Shareholders (excluding the
Concert Parties) will be diluted from 67.82% to 50.16% (being a
shareholding interest close to their current aggregate interest in
the Total Shareholding of 49.63%).
(ii) under the Minimum Subscription Scenario:
(1) the interests of the Concert Parties and the other
Shareholders (excluding the Concert Parties) in the Total
Shareholding will remain unchanged subsequent to the close of the
Preferential Offering; and
(2) as a result of the exercise of the Conversion Rights by
Christopher Nightingale (assuming that such exercise takes place
prior to the Placement and Share Option), the interests of the
Concert Parties in the Total Shareholding will increase from 42.42%
to 60.67% and the interests of the other Shareholders (excluding
the Concert Parties) will be diluted from 57.58% to 39.33%.
(iii) in the event that the Proposed Disposal does not take
place (assuming that the Conversion Rights are fully exercised by
Christopher Nightingale and such exercise takes place prior to the
Placement and Share Option):
(1) under the Maximum Subscription Scenario, the maximum holding
of the Concert Parties would be 1,825,000,666 Shares representing
54.30% of the Total Shareholding; and
(2) under the Minimum Subscription Scenario, the maximum holding
of the Concert Parties would be 1,825,000,666 Shares representing
66.10% of the Total Shareholding.
4.3 Please refer to paragraph 4.4 of the Circular for further
details in respect of the effects of the issue of the Revised
Convertible Loan Shares, taking into consideration the completion
and occurrence / non-occurrence of the Proposed Disposal,
Preferential Offering, Placement and Share Option.
5. PURPOSE OF THE PREFERENTIAL OFFERING AND USE OF PROCEEDS
The Company expects to receive net proceeds of approximately
US$4,424,000 from the Preferential Offering after deducting
professional fees and related expenses of approximately US$376,000,
on the assumption that all 600,000,000 Preferential Offering Shares
are subscribed for under the Preferential Offering. The Company
intends to use the net proceeds of approximately US$4,424,000
raised from the Preferential Offering for the general working
capital purposes of the Company and to develop the business and
technologies of the Company, particularly those in relation to the
1000 Island Project.
Pending the deployment of the proceeds for the uses mentioned
above, the proceeds may be placed as deposits with banks and/or
financial institutions or invested in short-term money market or
debt instruments and/or marketable securities or used for any other
purposes on a short-term basis as the Directors may in their
absolute discretion deem fit.
The Preferential Offering is not underwritten, in view of the
cost savings by the Company in respect of underwriting fees, and in
view of the fact that Preferential Offering Shares which are not
otherwise taken up or allotted for any reason may be offered by the
Company to third parties for subscription at the same price as the
Issue Price.
6. CURRENT TRADING
On 30 November 2012, the Company released its latest interim
figures for the six-month period ended 31 August 2012.
As the latest interim figures show, the development of the Group
and its products from the research and development phase to the
commercial phase was not easy, particularly against the background
of a changing market in the renewable energy sector.
The Company has for some time been seeking significant partners
and markets for its products and services, and such arrangements
take time to put in place. It was against this background that
trading of the Shares was suspended on 30 May 2012 pending release
of the Company's interim statement for the six months ended 29
February 2012. During that period of suspension, the Company has
been concluding its arrangements with its various new partners and
settling the Company's capital requirements for those
arrangements.
The Company has also announced, through the Announcement, its
proposed participation in the 1000 Island Project, as well as the
establishment of a potentially significant relationship with LDK,
one of the leading photovoltaic cell manufacturers in the PRC,
which has already resulted in the Company securing and performing
an approximately 9.4 million Euro contract in Germany with
Ecotecworld for the sale of photovoltaic modules to Ecotecworld.
Ecotecworld is a corporation incorporated in Germany and is
involved in the business of solar, light-emitting diode (LED), wind
and other green energy technologies. The relationship with LDK
would also enable the Company to source for photovoltaic modules,
one of the principal components of its next generation solar
products, at competitive prices from LDK.
With solar panels and cells now becoming affordable commodities,
the Company's development of its building integrated solar
technologies and solar powered eLive housing is more relevant and
competitive, particularly in those developing countries which are
the Company's target markets. Penetration of these markets will
also make it easier for the Company to sell its other products such
as lighting products.
The Company will now be focusing hard on the execution of the
Proposed Transactions and its involvement in the projects in
Indonesia and elsewhere which could see the Company create a much
stronger and more visible presence in the renewable energy
sector.
The amount of US$1,000,000 was paid to MUP by the Company in two
tranches as settlement for feasibility study fees in accordance
with the terms of the Supplemental Heads of Agreement. Both parties
have agreed to continue to work together to progress and develop
further the alternative energy based projects in Indonesia,
including but not limited to the 1000 Island Project.
There have been no significant changes to the financial or
trading positions of the Company since the despatch of the
Circular.
Your attention is drawn to the Circular setting out the salient
contents of the Announcement, particularly in relation to the
Proposed Transactions which collectively represent a series of
transactions which may have a substantial impact on the
Company.
7. UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP
The following unaudited pro forma statement of net assets of the
Group (the "pro forma financial information") has been prepared to
illustrate the effect on the consolidated net assets of the Group
as if the Preferential Offering and the Revised Convertible Loan
had taken place on 31 August 2012.
The pro forma financial information has been prepared for
illustrative purposes only and, because of its nature, addresses a
hypothetical situation and does not, therefore, represent the
Group's actual financial position or results.
The pro forma financial information is based on the consolidated
net assets of the Group as at 31 August 2012, as set out in the
unaudited consolidated interim financial statements of the Group
for the period ended 31 August 2012, and has been prepared in a
manner consistent with the accounting policies adopted by the
Company in preparing such information and on the basis set out in
the notes set out below.
Adjustments Adjustment
Funds drawn
down by the
Company under
the Revised
Convertible Minimum Maximum
Loan of Subscription Preferential Subscription
Unaudited US$7million Expenses Scenario Offering Scenario
31.08.2012
Note 1 Note 2 Note 3 Note 4 Note 5 Note 6
(US$) (US$) (US$) (US$) (US$) (US$)
Assets
Non-current assets 29,181,091 29,181,091 29,181,091
Current assets
Cash and bank
balances 17,092 1,160,897 (376,000) 801,989 4, 800,000 5,601,989
Trade and other
receivables 217,536 217,536 217,536
Amount due from
related
party 1,039,903 1,039,903 1,039,903
1,274,531 1,160,897 (376,000) 2,059,428 4,800,000 6,859,428
Total assets 30,455,622 1,160,897 (376,000) 31,240,519 4,800,000 36,040,519
Current
liabilities
Other payables and
accruals (2,356,054) (2,356,054) (2,356,054)
Convertible loans (3,339,103) (1,160,897) (4,500,000) (4,500,000)
Provisions (54,369) (54,369) (54,369)
(5,749,526) (1,160,897) (6,910,423) (6,910,423)
Net assets 24,706,096 (376,000) 24,330,096 4,800,000 29,130,096
------------------- ------------ ------------------- ---------- ------------------- ------------- --------------
Notes:
(1) The consolidated net assets of the Group as at 31 August
2012 have been extracted without material adjustment from the
Unaudited Interim Financial Results ended 31 August 2012.
(2) As set out in the footnote to paragraph 3.2(v) of the
Circular, as of the date of the Revised Convertible Loan Agreement,
the aggregate drawn-down amount was approximately US$4,500,000.00
and this adjustment increases the amount due under the convertible
loans to US$4,500,000. The increase in the amount of the
convertible loan has not been analysed between that relating to
debt and that relating to equity.
(3) This adjustment represents the professional costs payable by
the Company in connection with the Circular and the Offering
Letter.
(4) On the assumption that under the Minimum Subscription
Scenario, no Preferential Offering Shares are subscribed for by the
Subscribing Shareholders and Preferential Offering Shares not taken
up by the Subscribing Shareholders are not offered to third parties
by the Company.
(5) This adjustment assumes that the gross proceeds of the
Preferential Offering under the Maximum Subscription Scenario are
US$4,800,000, being 600,000,000 Preferential Offering Shares fully
subscribed for by the Subscribing Shareholder(s).
(6) No account has been taken of the financial performance of
the Group since 31 August 2012, nor of any other event save as
disclosed above.
8. FUNDAMENTAL RISK FACTOR
As noted in the Announcement, the Heads of Agreement, the MOU,
the Supplemental Heads of Agreement and the Conditional Private
Placement Agreementare not definitive and are therefore subject to
changes and will in any event be subject to the execution of final
binding agreements. There is no certainty or assurance as at the
date of the Offering Letter that these arrangements will be
completed, or that no changes will be made to the terms thereof.
The Company will make the necessary announcements when there are
further developments on the Heads of Agreement, the MOU, the
Supplemental Heads of Agreement, the Conditional Private Placement
Agreement, the Preferential Offering and the Revised Convertible
Loan. Shareholders are advised to read any further announcements by
the Company carefully. In particular, Shareholders should note that
the Company's ability to provide sufficient working capital for its
business and to meet its operational needs requires these
arrangements to be completed. If for, whatever reason, they are not
then there can be no certainty that the Company will have
sufficient working capital for its present requirements. It should
also be noted that the Preferential Offering is not underwritten
and that there is no guarantee that the amount raised thereunder
will be sufficient for the Company's working capital needs.
Accordingly, Entitled Shareholders should consult their stock
brokers, bank managers, solicitors or other professional advisors
if they have any doubt about the actions they should take.
9. ACTIONS TO BE TAKEN
As an Entitled Shareholder, you will find enclosed with the
Offering Letter an Application Form. If you wish to apply for the
Preferential Offering Shares, you should complete the accompanying
Application Form in accordance with the instructions set out in
Appendix A of the Offering Letter.
10. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors (including those who have delegated detailed
supervision of the Offering Letter) collectively and individually
accept responsibility for the accuracy of the information given in
the Offering Letter and confirm that having made all reasonable
enquiries and to the best of their knowledge and belief, the
Offering Letter constitutes full and true disclosure of all
material facts about the Preferential Offering, the Company and its
subsidiaries, and the Directors are not aware of any facts the
omission of which would make any statement in the Offering Letter
misleading.
Where information contained in the Offering Letter has been
extracted from published or otherwise publicly available sources or
obtained from a named source, the sole responsibility of the
Directors has been to ensure that such information has been
accurately and correctly extracted from these sources and/or
reproduced in the Offering Letter in its proper form and
context.
11. APPENDICES AND CIRCULAR
Additional information relating to the Preferential Offering is
contained in the Appendices to the Offering Letter and in the
Circular, which should be read in conjunction with the Offering
Letter.
For and on behalf of
The Board of Directors
Christopher Nightingale
Executive Chairman
DEFINITIONS
In this announcement, the following definitions apply throughout
unless the context otherwise requires or it is otherwise
stated:-
"1000 Island Project" A projected US$600,000,000 project for
the construction of solar farms across
Indonesia to be funded by soft loans
from the government of the PRC to Indonesia
and which was confirmed at the bilateral
summit between the Indonesian President
and the Chinese Premier on 23 March
2012, at which an initial memorandum
was signed between MUP and LDK.
"Admission" Admission of the Preferential Offering
Shares to trading on AIM.
"AIM" A market of that name operated by the
London Stock Exchange.
"Announcement" The announcement made by the Board on
a RIS on the Announcement Date, the
salient contents of which are set out
in paragraph 1 of the Circular.
"Announcement Date" 4 October 2012.
"Application Form" The application form to be used by the
Entitled Shareholders in connection
with the application for the Preferential
Offering Shares under the Preferential
Offering.
"Board" or "Directors" The board of Directors of the Company
for the time being.
"Christopher Nightingale" Mr. Christopher George Edward Nightingale,
the Executive Chairman of the Company.
"Circular" The circular dated 21 December 2012
despatched by the Company to the Shareholders
in relation to, amongst other things,
the Revised Convertible Loan and the
Preferential Offering, a copy of which
is available at the official website
of the Company at http://www.alternativenergy.com.sg.
"Closing Date" The indicative date(s) and time(s) set
out at the commencement of the Offering
Letter, or any other date(s) and time(s)
to be determined and announced by the
Directors, being the last date(s) and
time(s) for application for the Preferential
Offering Shares under the Preferential
Offering.
"Companies Act" Companies Act (Chapter 50) of Singapore,
as amended or modified from time to
time.
"Company" Alternative Energy Limited.
"Concert Parties" Christopher Nightingale and persons
acting in concert with him within the
meaning of the Takeover Code (including
Perfection Group Limited), as further
explained in paragraph 4.2 of the Circular.
"Conditional Private Placement Shall have the same meaning ascribed
Agreement" to it in paragraph 1.3(a) of the Circular.
"Conversion Rights" Shall have the same meaning ascribed
to it in paragraph 3.1(c) of the Circular.
"Convertible Loan Shares" Shall have the same meaning ascribed
to it in paragraph 1.7(a) of the Circular.
"CREST" The computerised settlement system for
trading securities in uncertificated
form operated by Euroclear UK & Ireland
Limited (as defined under the CREST
Regulations).
"CREST Regulations" The Uncertificated Securities Regulations
2001 (SI2001/3755) as amended and any
applicable rules made under those Regulations.
"Depositary" Computershare Investor Services PLC.
"Depositary Interest" The depositary interest issued by the
Depositary representing Shares which
may be traded through CREST in dematerialised
form.
"Depositary Interest Holder" A holder of Depositary Interest.
"Depositary Register" The register of Depositary Interest
Holders maintained by the Depositary.
"Ecotecworld" Ecotecworld Environmental Product GmbH.
"EGM" or "Extraordinary The extraordinary general meeting of
General Meeting" the Company held on 11 January 2013.
"Entitled Depositary Interest Persons who are entitled to participate
Holders" in the Preferential Offering as further
described in paragraph (2) of the section
entitled "Eligibility of Shareholders
to Participate in the Preferential Offering"
set out in this announcement.
"Entitled Scripholders" Persons who are entitled to participate
in the Preferential Offering as further
described in paragraph (1) of the section
entitled "Eligibility of Shareholders
to Participate in the Preferential Offering"
set out in this announcement.
"Entitled Shareholders" The Entitled Scripholders and the Entitled
Depositary Interest Holders, excluding
the Concert Parties.
"EPC" Shall have the same meaning ascribed
to it in paragraph 1.1(a) of the Circular.
"Expiry Date" Shall have the same meaning ascribed
to it in paragraph 2 of the Letter to
the Entitled Shareholders set out in
this announcement.
"e-village" Energy efficient communities across
Indonesia utilising solar, wind and
other green energy generation and energy
saving technologies which the Government
of Indonesia is proposing to develop
and create.
"Foreign Shareholders" Shareholders who are not entitled to
participate in the Preferential Offering
as further described in paragraph (3)
of the section entitled "Eligibility
of Shareholders to Participate in the
Preferential Offering" set out in this
announcement.
"Indicative Timetable" The timetable set out in this announcement
providing the indicative dates of the
crucial events in relation to the implementation
of the Preferential Offering.
"Government of Indonesia" The government of Indonesia.
or "Indonesian Government"
"Group" The Company and its subsidiaries.
"Heads of Agreement" Shall have the same meaning ascribed
to it in paragraph 1.1(a) of the Circular.
"Independent Directors" The Directors who are independent of
and have no interest in the Revised
Convertible Loan and includes all Directors
except Christopher Nightingale.
"Independent Shareholders" Shareholders other than the Concert
Parties.
"Issue Price" Shall have the meaning ascribed to it
in paragraph 3.1(a) of the Letter to
the Entitled Shareholders set out in
this announcement.
"LDK" LDK Solar Co., Ltd, a company incorporated
in the PRC.
"Letter to the Entitled The letter from the Company to the Entitled
Shareholders" Shareholders dated 14 January 2013 as
set forth in this announcement.
"London Stock Exchange" London Stock Exchange plc.
"LPD" or "Latest Practicable 17 December 2012, being the latest practicable
Date" date prior to the printing of the Circular.
"Mandatory Offer" Shall have the same meaning ascribed
to it at the section "Takeover Limits"
set out in this announcement.
"Market Day" A day on which AIM is open for trading
in securities.
"Master Project Agreement" Shall have the same meaning ascribed
to it in paragraph 1.1(a) of the Circular.
"Maximum Subscription A scenario where 600,000,000 Preferential
Scenario" Offering Shares are allotted and issued
by the Company, assuming that all 600,000,000
Preferential Offering Shares are fully
subscribed for by the Subscribing Shareholder(s)
under the Preferential Offering.
"Minimum Subscription A scenario where no Preferential Offering
Scenario" Shares are allotted and issued by the
Company, assuming that none of the Preferential
Offering Shares are subscribed for by
the Subscribing Shareholders, and none
of the Preferential Offering Shares
not taken up by the Subscribing Shareholders
are offered to other third parties by
the Company.
"MOU" Shall have the same meaning ascribed
to it in paragraph 1.4(a) of the Circular.
"MUP" P.T. Mega Urip Pesona, a project development
company incorporated in Indonesia.
"MUP AE" P.T MUP Alternatif Energi.
"Notice of EGM" The notice provided at pages 79 - 81
of the Circular, setting out all resolutions
to be approved by the Shareholders or
Independent Shareholders, as the case
may be, at the EGM.
"Offer Record Date" The time(s) and date(s) set out in the
Indicative Timetable.
"Offering Letter" The document dated 14 January 2013 being
sent to The Entitled Shareholders containing
the terms and conditions of the Preferential
Offering.
"Opening Date" The indicative date set out in the Indicative
Timetable.
"Option Price" Shall have the same meaning ascribed
to it in paragraph 1.2(a) of the Circular.
"Placement" The proposed placement of Shares by
LDK for an aggregate subscription price
of US$3,000,000, the details of which
are set forth in paragraph 1.3 of the
Circular.
"Placement Shares" Shall have the same meaning ascribed
to it in paragraph 1.3(a) of the Circular.
"PRC" The People's Republic of China.
"Preferential Offering" Shall have the meaning ascribed to it
in paragraph 1 of the Letter to the
Entitled Shareholders set out in this
announcement.
"Proposed Disposal" The proposed disposal of approximately
150,000,000 Shares by Christopher Nightingale,
the details of which are set forth in
paragraph 1.5(a) of the Circular.
"Proposed Transactions" The Proposed Disposal, the Preferential
Offering, the Placement, the Share Option
and the Revised Convertible Loan.
"Record Date" In relation to any dividends, rights,
allotments or other distributions, the
date as at the close of business (or
such other time as may have been notified
by the Company) on which the Preferential
Offering Shares are issued to the Subscribing
Shareholders and the names of such Subscribing
Shareholders are registered in the Register
of Member or the Depositary Register,
as the case may be, in order to participate
in such dividends, rights, allotments
or other distributions.
"Register of Members" The principal register of members of
the Company maintained in Singapore
or the branch registers of members of
the Company maintained in the United
Kingdom and/or the Channel Islands respectively.
"Revised Convertible Loan" The convertible loan for an amount of
US$7,000,000 granted by Christopher
Nightingale to the Company pursuant
to the revised convertible loan agreement
dated 3 October 2012 between the Company
and Christopher Nightingale, the details
of which are set forth in paragraph
1.7(c) of the Circular.
"Revised Convertible Loan Shares to be issued to Christopher Nightingale
Shares" pursuant to the Revised Convertible
Loan, further details of which are provided
in paragraph 3.1(c) of the Circular.
"RIS" Regulatory Information Service.
"Share Option" The option granted by the Company to
MUP to subscribe for such number of
Shares representing 29.9% of the enlarged
Total Shareholding, the details of which
are set forth in paragraph 1.2(a) of
the Circular.
"Share Registrar" Boardroom Corporate & Advisory Services
Pte. Ltd.
"Shareholders" Registered holders of Shares in the
Register of Members, except that where
the registered holder is the Depositary,
the Depositary Interest Holders whose
names are entered in the Depositary
Register shall also be deemed Shareholders
in respect of the Shares entered against
their respective names in the Depositary
Register.
"Shares" Issued and paid up ordinary shares in
the capital of the Company and "Share"
shall be construed accordingly.
"SIC" The Securities Industry Council of Singapore.
"Subscribing Shareholders" The Entitled Shareholders who subscribe
for the Preferential Offering Shares
under the Preferential Offering, and
"Subscribing Shareholder" means each
one of them.
"Subscription Price" The total amount payable by a Subscribing
Shareholder to the Company in respect
of all Preferential Offering Shares
applied for by such Subscribing Shareholder.
"Substantial Shareholders" Shall have the meaning ascribed to it
in Section 81 of the Companies Act.
"Supplemental Heads of Shall have the same meaning ascribed
Agreement" to it in paragraph 1.2(a) of the Circular.
"Takeover Code" The Singapore Code on Takeovers and
Mergers as administered and amended
by the SIC from time to time.
"Total Shareholding" The total issued and paid up share capital
of the Company (excluding the treasury
shares).
"UK" or "United Kingdom" The United Kingdom of Great Britain.
"UK Prospectus Rules" The prospectus rules of the United Kingdom
Listing Authority, being the Financial
Services Authority acting in its capacity
as the competent authority for the purposes
of Part VI of the Financial Services
and Markets Act 2000.
"Unaudited Interim Financial The unaudited interim condensed consolidated
Results ended 31 August financial results of the Group for the
2012" six-month period ended 31 August 2012.
"Uncertificated" or "in A Share recorded in the Company's register
uncertificated form" as being held in uncertificated form
in CREST and title to which by virtue
of the CREST Regulations may be transferred
by means of CREST.
"Whitewash Resolution" Shall have the meaning ascribed to it
in paragraph 4.5(a) of the Circular.
"Euro" The official currency of the European
Union.
"S$" and "cents" Singapore dollars and cents respectively.
"US$" and "US cents" United States dollars and cents respectively.
"%" or "per cent." Per centum or percentage.
The term "subsidiary" shall have the meanings ascribed to it in
Section 5 of the Companies Act.
Words importing the singular shall, where applicable, include
the plural and vice versa. Words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa, and words importing persons shall include
corporations.
Any reference in the Offering Letter to any enactment is a
reference to that enactment as for the time being amended or
re-enacted. Any word defined under the Companies Act or any
statutory modification thereof and used in the Offering Letter
shall have the same meaning assigned to it under the Companies Act
or any modification thereof, as the case may be, unless the context
otherwise requires.
Any reference to a time of a day in this announcement shall be a
reference to UK time unless otherwise stated. Any discrepancies in
the figures in this announcement between the figures listed and the
totals thereof are due to rounding. Accordingly, figures shown as
totals in this announcement may not be an arithmetic aggregation of
the figures that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBGGDBUGBBGXB
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