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PETRA FOODS LIMITED
ANNUAL REPORT 2015
AP P END I X ( S HAR EHOLDE R S ’ MANDAT E )
2.
THE RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR INTERESTED PERSON TRANSACTIONS
(continued)
2.3
Rationale for and Benefits of the Shareholders’ Mandate
Shareholders’ Mandate
In the ordinary course of the Group’s business activities, the Group and the Interested Persons may enter into
transactions with each other from time to time. Further, it is likely that such transactions will occur with some
degree of frequency and could arise at any time.
The Directors are of the view that it will be beneficial to the Group to transact or continue to transact with the
Interested Persons, especially since the transactions are to be entered into on normal commercial terms.
Due to the time-sensitive nature of commercial transactions, the Company is seeking Shareholders’ approval
pursuant to Chapter 9 of the Listing Manual for the renewal of the Shareholders’ Mandate to enable the Group
to enter into transactions with the Interested Persons, provided that such transactions are entered into in the
Group’s ordinary course of business, are on normal commercial terms and are not prejudicial to the interests of
the Company and its minority Shareholders.
The Shareholders’ Mandate is intended to enhance the Group’s ability to pursue business opportunities which
are time-sensitive in nature, and will eliminate the need for the Company to announce, or to announce and
convene separate general meetings on each occasion to seek Shareholders’ prior approval for the entry by
the Group into such transactions. This will substantially reduce administrative time and expenses associated
with the making of such announcements or the convening of general meetings from time to time, and allow
resources to be focused towards other corporate and business opportunities.
The Shareholders’ Mandate will not cover any transactions between the Group and the Interested Persons
which have a value below S$100,000 as the threshold and aggregation requirements under Chapter 9 of the
Listing Manual do not apply to such transactions. In addition, the transactions will not include the purchase or
sale of assets, undertakings or businesses that are not in the Group’s ordinary course of business.
If approved at the AGM, the Shareholders’ Mandate will take effect from the date of the passing of the resolution
to be proposed at the AGM and will continue to be in force until the next annual general meeting. The Company
will seek the approval of Shareholders for the renewal of the Shareholders’ Mandate annually.
Pursuant to Rule 920(1)(a) of the Listing Manual, the Company is required to:-
(a)
disclose the Shareholders’ Mandate in the Company’s annual report, giving details of the aggregate value
of transactions conducted pursuant to the Shareholders’ Mandate during the financial year under review,
(in the form set out in Rule 907 of the Listing Manual); and
(b)
announce the aggregate value of transactions conducted pursuant to the Shareholders’ Mandate for the
financial periods which it is required to report on within the time period required for the announcement
of the financial results of the Group (in the form set out in Rule 907 of the Listing Manual).
