YAMADA GREEN RESOURCES LIMITED (Company Registration No. 201002962E) (Incorporated in the Republic of Singapore)
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INTRODUCTION
The Board of Directors ('Board') of Yamada Green Resources Limited ('Company') refers to the Company's announcements dated 18 September 2015, 1 October 2015, 14 October 2015 and 29 October 2015, and the circular to shareholders of the Company dated 14 October 2015 ('Circular') in relation to the proposed share consolidation of every five (5) existing issued ordinary shares of the Company as at a books closure date to be determined, into one (1) ordinary share in the capital of the Company ('Consolidated Share'), fractional entitlements to be disregarded ('Proposed Share Consolidation').
Unless otherwise defined, capitalised terms used in this announcement shall bear the meanings ascribed to them in the Circular.
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NOTICE OF BOOKS CLOSURE DATE
Notice is hereby given that the Register of Members and the share transfer books of the Company will be closed at 5.00 p.m. (Singapore time) on 20 November 2015 ('Books Closure Date') for the purpose of determining the entitlements of Shareholders to the Consolidated Shares pursuant to the Proposed Share Consolidation.
Under the Proposed Share Consolidation, every five (5) Existing Shares of registered in the name or standing to the credit of the Securities Account (as the case may be), of each Shareholder as at the Books Closure Date will be consolidated into one (1) Consolidated Share, fractional entitlements to be disregarded.
With effect from 9.00 a.m. on 23 November 2015, being the Market Day immediately following the Books Closure Date ('Proposed Share Consolidation Effective Date'), every five (5) Existing Shares registered in the name or standing to the credit of the Securities Account (as the case may be), of each Shareholder will be consolidated into one (1) Consolidated Share, whereupon the Register of Members of the Company and the Depository Register will be updated to reflect the number of Consolidated Shares held by each Shareholder based on the number of Shares held by them as at the Books Closure Date.
However, notwithstanding that the Proposed Share Consolidation will become effective on the Proposed Share Consolidation Effective Date, the Shares will commence trading as Consolidated Shares with effect from 9.00 a.m. on the day falling three (3) Market Days before the Proposed Share Consolidation Effective Date ('Effective Trading Date'), as trades on the SGX-ST are
settled on a 'T+3' settlement cycle, which means that a purchase or sale of Shares on day T will be settled three (3) Market Days later.
Accordingly, for trading purposes:
trading in the Existing Shares will cease at 5.00 p.m. on 17 November 2015, being the day falling four (4) Market Days before the Proposed Share Consolidation Effective Date; and
trading in the Consolidated Shares will commence from 9.00 a.m. on 18 November 2015, being the day falling three (3) Market Days before the Proposed Share Consolidation Effective Date.
Shareholders should note that while the Shares will be traded on a consolidated basis with effect from 9.00 a.m. on 18 November 2015, the Existing Shares will not be consolidated until 9.00 a.m. on 23 November 2015. For illustrative purposes only, if a Shareholder holds 500 Existing Shares on 17 November 2015, he may, with effect from 18 November 2015, only sell a maximum of 100 Consolidated Shares. If he attempts to sell 500 Shares on 18 November 2015, he would be shortselling as he would not be able to deliver the additional 400 shares on the date of settlement of such trade, being 23 November 2015, the Proposed Share Consolidation Effective Date.
Shareholders should note that the number of Consolidated Shares which they will be entitled to pursuant to the Proposed Share Consolidation, based on their holdings of the Shares as at the Books Closure Date, will be rounded down to the nearest whole Consolidated Share and any fractions of a Consolidated Share arising from the Proposed Share Consolidation will be disregarded. All fractional entitlements arising from the implementation of the Proposed Share Consolidation will be dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company, including (i) disregarding, or (ii) aggregating and selling the same and retaining the net proceeds for the benefit of the Company. Affected Shareholders will not be paid for any fractions of a Consolidated Share which are disregarded.
Each Consolidated Share will rank pari passu in all respects with each other. The Consolidated Shares will be traded in board lots of 100 Consolidated Shares.
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SHARE CERTIFICATES
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Deposit of Share Certificates with CDP
Shareholders who hold Old Share Certificates and who wish to deposit the same with CDP and have their Consolidated Shares credited to their Securities Accounts must deposit their Old Share Certificates with CDP, together with the duly executed instruments of transfer in favour of CDP, no later than twelve (12) Market Days prior to the Books Closure Date. After the Books Closure Date, CDP will only accept the deposit of New Share Certificates.
Shareholders who wish to deposit their Old Share Certificates with CDP after the Books Closure Date must first deliver such Old Share Certificates to the Share Registrar of the Company, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.), at 80 Robinson Road, #02-00, Singapore 068898, for cancellation and issue of the New Share Certificates in replacement thereof as described below.
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Issue of New Share Certificates
Shareholders who have deposited their Old Share Certificates with CDP at least twelve (12) Market Days prior to the Books Closure Date need not take any action. The Company will make arrangements with CDP to effect the exchange of New Share Certificates pursuant to the Proposed Share Consolidation.
Shareholders who have not deposited their Old Share Certificates as aforesaid or who do not wish to deposit their Old Share Certificates with CDP are advised to forward all their Old Share Certificates to the Share Registrar of the Company, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.), at 80 Robinson Road, #02-00, Singapore 068898, as soon as possible after the date of this Announcement and preferably, not later than five (5) Market Days after the Books Closure Date for cancellation and exchange for New Share Certificates. No receipt will be issued by the Share Registrar for the receipt of any Old Share Certificates tendered. The New Share Certificates will be sent by ordinary mail to the registered addresses of the Shareholders at their own risk within ten (10) Market Days from the Books Closure Date or the date of receipt of the Old Share Certificates, whichever is later.
Shareholders should note that New Share Certificates will not be issued to Shareholders unless their Old Share Certificates have been tendered to the Share Registrar of the Company for cancellation.
Please notify the Share Registrar of the Company, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.), at 80 Robinson Road, #02-00, Singapore 068898, if you have lost any of your existing Old Share Certificates or if there is any change in your address from that reflected in the Register of Members of the Company.
- Share Certificates Not Valid for Settlement of Trades on SGX-ST
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TRADING ARRANGEMENTS FOR ODD LOTS OF CONSOLIDATED SHARES
The Existing Shares are currently traded in board lots of 100 Shares in the ready market. Following the Proposed Share Consolidation, the Securities Accounts of Shareholders (being Depositors) may be credited with odd lots of Consolidated Shares (that is, lots other than board lots of 100 Consolidated Shares). The market for trading of such odd lots of Consolidated Shares may be illiquid. Shareholders (being Depositors) who receive odd lots of Consolidated Shares pursuant to the Proposed Share Consolidation and who wish to trade such odd lots of Consolidated Shares on the SGX-ST should note that odd lots of Consolidated Shares can be traded with a minimum size of one (1) Consolidated Share on the SGX-ST's unit share market. The unit share market of the SGX-ST will enable trading in odd lots in any quantity less than one
(1) board lot of the underlying Consolidated Shares.
- INDICATIVE TIMETABLE
Shareholders are reminded that their Old Share Certificates are no longer good for settlement of trading in the Shares on the SGX-ST, as the Company is under a book-entry (scripless) settlement system, but will continue to be accepted by the Share Registrar for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period. The New Share Certificates will not be valid for delivery for trades done on the SGX-ST although they will continue to be prima facie evidence of legal title.
The table below sets out the indicative timetable for the Proposed Share Consolidation:
Event | Date and Time | |
Notice of Books Closure Date | : | 30 October 2015, Friday |
Cessation of trading in the Existing Shares | : | 17 November 2015, Tuesday at 5.00 p.m. |
Effective Trading Date (commencement of trading of the Consolidated Shares on the SGX-ST) | : | 18 November 2015, Wednesday from 9.00 a.m. |
Books Closure Date | : | 20 November 2015, Friday at 5.00 p.m. |
Proposed Share Consolidation Effective Date | : | 23 November 2015, Monday from 9.00 a.m. |
BY ORDER OF THE BOARD
Chen Qiuhai
Executive Chairman and Chief Executive Officer 30 October 2015
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