KrisEnergy Ltd: Circular to Shareholders
CIRCULAR DATED 22 SEPTEMBER 2017
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action that you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
If you have sold all your shares in the capital of KrisEnergy Ltd. (the “Company”), please forward this Circular together with the Notice of Extraordinary General Meeting and the enclosed Depositor Proxy Form or Shareholder Proxy Form (as the case may be) immediately to the purchaser or to the agent through whom the sale was effected for onward transmission to the purchaser.
The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any statements or opinions made or reports contained in this Circular.
(Company Registration Number: 231666)
(Incorporated in the Cayman Islands on 5 October 2009)
CIRCULAR TO SHAREHOLDERS IN RELATION TO
THE PROPOSED CHANGE OF AUDITOR; AND
THE PROPOSED ALTERATIONS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form : 14 October 2017 at 3:00 p.m. Date and time of Extraordinary General Meeting : 16 October 2017 at 3:00 p.m. Place of Extraordinary General Meeting : Paprika Room, Level 5
Novotel Clarke Quay Singapore 177A River Valley Road
Page DEFINITIONS 1
LETTER TO SHAREHOLDERS 3
The Proposed Change of Auditor 3
The Proposed Alterations to the Articles 5
Interests of Directors and Substantial Shareholders 13
Directors’ Recommendations 14
Extraordinary General Meeting 14
Action to be taken by Shareholders 15
Inspection of Documents 15
Directors’ Responsibility Statement 15
The Principal Proposed Alterations to the Articles 16
NOTICE OF EXTRAORDINARY GENERAL MEETING 54
In this Circular, the following definitions apply throughout unless otherwise stated:
“Articles” : The Memorandum and Articles of Association of the Company.
“CDP” : The Central Depository (Pte) Limited.
“Company” : KrisEnergy Ltd.
“Deloitte” : Deloitte & Touche LLP.
“Directors” : The directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof and shall include an alternate director.
“E&Y” : Ernst & Young LLP.
“EGM” : The extraordinary general meeting of the Company, notice of which is given on pages 54 to 55 of this Circular.
“KrisEnergy Group” : The Company and its subsidiaries.
“Latest Practicable Date” : The latest practicable date prior to the printing of this
Circular, being 15 September 2017.
“Law” : The Companies Law (as amended) of the Cayman Islands.
“Listing Manual” : The listing manual of the SGX-ST, including any
amendments made thereto up to the Latest Practicable Date.
“Register” : The register of members of the Company required to be kept pursuant to the Law and includes any branch register(s) of such category or categories of members as the Company may from time to time determine, established by the Company in accordance with the Law.
“SGX-ST” : Singapore Exchange Securities Trading Limited.
“Shareholders” : Persons who are registered as holders of Shares in the Register and Depositors who have Shares entered against their names in the Depository Register.
“Shares” : Shares in the capital of the Company. All references to “Shares” shall be deemed to be to Shares of any or all class or classes of Shares as the context may require. For the avoidance of doubt, in this Circular, the expression “Share” includes a fraction of a Share.
“Singapore 2014 Amendment Act”
: The Companies (Amendment) Act 2014 of Singapore.
“Singapore 2017 Amendment Act”
: The Companies (Amendment) Act 2017 of Singapore.
“Singapore Companies Act” : The Companies Act, Chapter 50 of Singapore, as
amended or modified from time to time.
“Singapore Securities and Futures Act”
: The Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time.
“%” or “per cent.” : Per centum or percentage.
The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectively in Section 81SF of the Singapore Securities and Futures Act.
Words importing the singular number shall, where applicable, include the plural and vice versa. Words importing the masculine gender only shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.
The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated.
Any discrepancies in the tables in this Circular between the listed amount and the totals thereof are due to rounding.
KrisEnergy Ltd. published this content on 22 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 22 September 2017 07:19:06 UTC.