LASSETERS INTERNATIONAL HOLDINGS LIMITED
Company No. 200402223M
- RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING; AND
- STATUS AS A CASH COMPANY
1. RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY
Pursuant to Rule 704(15) of Section B: Rules of Catalist of the Listing Manual (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), the Board of Directors (the "Board" or the "Directors") of Lasseters International Holdings Limited (the "Company") is pleased to announce that the resolution set out in the Notice of Extraordinary General Meeting (the "EGM") dated 1 October 2021 has been duly approved and passed by the shareholders of the Company ("Shareholders") at the EGM held by way of electronic means on 18 October 2021.
The results of the poll of the following Ordinary Resolution put to the vote at the EGM is set out below for information:
Total | For | Against | ||||||||||||||
number of | ||||||||||||||||
shares | ||||||||||||||||
represented | ||||||||||||||||
EGM Resolution No. | by votes for | Number of | % | Number of | % | |||||||||||
and against | Shares | Shares | ||||||||||||||
the relevant | ||||||||||||||||
resolution | ||||||||||||||||
Resolution 1 | ||||||||||||||||
To approve | the | Proposed | ||||||||||||||
Disposal | of | the | Casino | |||||||||||||
Property | and | Casino | 411,199,142 | 411,199,142 | 100.0 | 0 | 0 | |||||||||
Business | of | Ford | Dynasty | |||||||||||||
Pty Ltd and the Health Club | ||||||||||||||||
Business of Lasseters Health | ||||||||||||||||
Club Pty Ltd as a major | ||||||||||||||||
transaction | ||||||||||||||||
No parties were required to abstain from voting on the Ordinary Resolution.
DrewCorp Services Pte Ltd was appointed as independent scrutineers for the conduct of the poll at the EGM.
2. STATUS AS A CASH COMPANY
-
Cash Company
As detailed in the Company's circular to Shareholders dated 1 October 2021 (the "Circular"), if the Company has not acquired any assets for its property and hospitality development business or any other businesses before the completion of the Proposed Disposal, the Company will become a cash company pursuant to Catalist Rule 1017 on completion of the Proposed Disposal. The Company's shares will be suspended from trading on the day after completion until
the Company has a business which is able to satisfy the SGX-ST's requirements for a new listing, and all relevant information has been announced.
The requirements to be satisfied by the Company pursuant to Catalist Rule 1017 including escrow account requirements, periodic updates, and the intention of the Company to submit an application to the SGX-ST for a waiver from strict compliance with the Rule 1017 Escrow Requirements (as defined in the Circular) has been set out in sections 4.2 and 4.3 of the Circular, and the Company will make further announcements to update shareholders as and when there are material developments on the above in due course.
-
Prospects of the Company
The Company is currently considering all options available after it becomes a cash company upon the completion of the Proposed Disposal, including the acquisition of potential businesses and assets which can satisfy the listing requirements of the SGX-ST in order to provide sustainable long-term growth for the Company and to generate value for Shareholders. The Company will make announcements as and when appropriate when a definitive decision has been reached and will also provide the quarterly updates required under Catalist Rule 1017(1)(b).
Shareholders should note that pursuant to Catalist Rule 1017(2), the SGX-ST will proceed to remove the Company from the Catalist if it is unable to meet the requirements for a new listing within 12 months from the time it becomes a cash company. The Company may, through the Sponsor, apply to the SGX-ST for a maximum 6-month extension to the 12-month period if it has already signed a definitive agreement for the acquisition of a new business, of which the acquisition must be completed in the 6-month extension period. The extension shall be subject to the Company providing information to Shareholders on its progress in meeting key milestones in the transaction. In the event that the Company is unable to meet its milestones or complete the relevant acquisition despite the extension granted, no further extension shall be granted and the Company shall be required to delist and a cash exit offer in accordance with Catalist Rule 1308 shall be made to Shareholders within six (6) months.
BY ORDER OF THE BOARD
LASSETERS INTERNATIONAL HOLDINGS LIMITED
DATO' JAYA J B TAN
Non-Executive Chairman
18 October 2021
This announcement has been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX- ST") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Bernard Lui.
Tel: 6389 3000 Email: bernard.lui@morganlewis.com
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Lasseters International Holdings Ltd. published this content on 18 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2021 12:31:05 UTC.