1.1 The Board of Directors (the “Directors”) of AusGroup Limited (the “Company”, and together with its subsidiaries, the “Group”) refers to the Company’s circular dated 31 October 2018 (the “Circular”) as well as the Company’s previous announcements dated 31 October 2018, 30 October 2018, 6 April 2018 and 29 March 2018 (the “Previous Announcements”) in relation to inter alia the Company’s proposed undertaking of a renounceable non-underwritten rights issue (the “Rights Issue”) of up to 752,402,733 new ordinary shares in the capital of the Company (the “Rights Shares”) at an issue price of S$0.035 for each Rights Share, on the basis of one (1) Rights Share for every two (2) existing ordinary shares (“Shares”) in the capital of the Company held by shareholders of the Company (the “Shareholders”) as at a time and date to be determined by the Directors for the purpose of determining the Shareholders’ entitlements under the Rights Issue, fractional entitlements to be disregarded.
1.2 Unless otherwise defined in this announcement, all capitalised terms used in this announcement shall have the same meanings and construction as ascribed to them in the Circular and the Previous Announcements.
2. NOTICE OF BOOKS CLOSURE DATE
NOTICE IS HEREBY GIVEN that the register of Shareholders and the register of share transfers of the Company will be closed at 5.00 p.m. (Singapore time) on 23 November 2018 (the “Books Closure Date”) for the purpose of determining the provisional allotments of Rights Shares of the Entitled Shareholders under the Rights Issue.
3. ELIGIBILITY TO PARTICIPATE IN THE RIGHTS ISSUE
3.1 Entitled Depositors
Shareholders whose securities accounts with CDP are credited with Shares as at 5.00 p.m. (Singapore time) on the Books Closure Date (the “Depositors”) will be provisionally allotted Rights Shares on the basis of the number of Shares standing to the credit of their securities accounts with CDP as at 5.00 p.m. (Singapore time) on the Books Closure Date.
To be “Entitled Depositors”, Depositors must have registered addresses in Singapore with CDP as at the Books Closure Date or if they have registered addresses outside Singapore must provide CDP, at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588, with addresses in Singapore not later than 5.00 p.m. (Singapore time) on the date being three (3) market days prior to the Books Closure Date, in order to receive their provisional allotments of Rights Shares.
3.2 Entitled Scripholders
Shareholders whose share certificates are not deposited with CDP and whose Shares are not registered in the name of CDP (the “Scripholders”) will have to submit duly completed and stamped transfers (in respect of Shares not registered in the name of CDP), together with all relevant documents of title, so as to be received up to 5.00 p.m. (Singapore time) on the Books Closure Date by the Company’s share registrar, M & C Services Private Limited (the “Share Registrar”), in order to be registered to determine the transferee’s provisional allotments of Rights Shares.
To be “Entitled Scripholders”, Scripholders must have registered addresses in Singapore with the Company as at the Books Closure Date or if they have registered addresses outside Singapore, must provide the Share Registrar at 112 Robinson Road #05-01, Singapore 068902, with addresses in Singapore not later than 5.00 p.m. (Singapore time) on the date being three (3) market days prior to the Books Closure Date, in order to receive their provisional allotments of Rights Shares.
The Entitled Depositors and Entitled Scripholders shall be collectively referred to as “Entitled Shareholders” in this announcement.
3.3 CPF Investment Scheme
Persons who bought their Shares previously using their Central Provident Fund account savings (“CPF Funds”) may use the same for the payment of the Issue Price to accept their provisional allotments of Rights Shares and (if applicable) apply for excess Rights Shares, subject to the applicable rules and regulations of the Central Provident Fund. Such persons who wish to accept their provisional allotments of Rights Shares will need to instruct their respective approved banks where they hold their CPF Investment Accounts, to accept their provisional allotment of Rights Shares and (if applicable) apply for the excess Rights Shares on their behalf in accordance with the Offer Information Statement. CPF Funds may not, however, be used for the purchase of the provisional allotments of the Rights Shares directly from the market.
3.4 Foreign Shareholders
For practicable reasons and to avoid any violation of securities legislation applicable in countries other than Singapore, the Rights Shares will not be offered to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not, at least three (3) market days prior to the Books Closure Date, provided to CDP or the Share Registrar, as the case may be, addresses in Singapore for the service of notices and documents (the “Foreign Shareholders”). As such, no provisional allotments of the Rights Shares will be made to, and no purported acceptance thereof and application therefor by, Foreign Shareholders will be valid.
If it is practicable to do so, arrangements may be made, at the discretion of the Company, for provisional allotments of Rights Shares which would otherwise be provisionally allotted to Foreign Shareholders to be sold “nil-paid” on the SGX-ST as soon as practicable after dealings in the provisional allotments of Rights Shares commence. Such sales may, however, only be affected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account the relevant expenses to be incurred in relation thereto.
Further details of the Rights Issue will be made available in the offer information statement to be despatched to Entitled Shareholders in due course. Where appropriate, further details will be disclosed in subsequent announcements.
By Order of the Board
Eng Chiaw Koon
15 November 2018