Financial Information

The City Code

As the Company is incorporated in Singapore it will not be subject to the UK’s City Code and accordingly Shareholders will not be afforded any protections under the City Code. However, Shareholders will, have the benefit of the protections afforded by the Singapore Code.

AIM Rule 26 also requires statement ” As the Company is not incorporated in the UK, the rights of shareholders may be different from the right of shareholders in a UK incorporated company”.

The Singapore Code

The Singapore Code applies to take-overs and mergers. It applies to corporations with a primary listing of their equity securities in Singapore and to public limited companies whose equity securities have a primary listing outside Singapore. Public companies with a primary listing outside Singapore may apply to the Securities Industry Council (“SIC”) for a waiver of the application of the Singapore Code. In considering such applications, the SIC would take into account, amongst others, the following factors:

(a) the number of Singapore shareholders and the extent of trading in Singapore;
(b) the existence of protection available to Singapore shareholders provided under any statute or code regulating take-overs and mergers outside Singapore.

The Singapore Code applies to all offerors. The Singapore Code also extends to all acts done or omitted to be done in and outside Singapore.

The responsibility for ensuring compliance with the Singapore Code rests with the parties to a take-over or merger (including company directors) and their advisers.

Persons acting in concert

Under the Singapore Code, individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company are presumed to be acting in concert, unless the contrary is established. The Singapore Code presumes certain companies to be acting in concert with each other, e.g. a company and its holding company, subsidiary or a fellow subsidiary, associated companies of any of the said companies. The close relatives of an individual, related trusts of such individual, a person who is accustomed to act in accordance with the instructions of that individual and any company controlled by such individual or the aforementioned persons are presumed to be acting in concert unless the contrary is established.

Mandatory Offer

Except with the consent of the SIC, any person acquiring shares, either on his own or together with parties acting in concert with him, carrying 30 per cent or more of the voting rights of a company or if such person holds, either on his own or together with persons acting in concert with him, not less than 30 per cent but not more than 50 per cent of the voting rights, acquires in any period of 6 months additional shares carrying more than 1 per cent of the voting rights, must extend a takeover offer for the remaining voting shares in the same class in accordance with the provisions of the Code. Potential investors should note that on Admission, Mancom Holdings Limited, will own 1 per cent of the entire issued share capital of the Company. As the holder of 50 per cent or more of the Company’s voting shares it may increase its interest in shares without incurring any obligation under the Singapore Code on Takeovers and Mergers to make a mandatory bid for the Company.