spritzer-circular 2011 1
TRANSCRIPT
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad has not perused Part B of this Circular, takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
SPRITZER BHD (265348-V) (Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE:-
PART A
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS AND
PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE;
AND
PART B
PROPOSED RENEWAL OF AUTHORITY TO PURCHASE ITS OWN SHARES
BY SPRITZER BHD
The resolutions in respect of the proposals will be tabled at Spritzer Bhd’s Eighteenth (18th) Annual General Meeting (“AGM”), details of which are set out below:- Date and time of the AGM : Thursday, 24 November 2011 at 11.00 a.m. Venue of the AGM : Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan The notice of the 18th AGM and the Form of Proxy are set out in the Company’s Annual Report 2011 which is despatched together with this Circular. An extract of the said notice with respect to the proposals is also enclosed in this Circular. The Form of Proxy should be lodged at the Registered Office of the Company at Lot 85, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan not less than forty-eight (48) hours before the time stipulated for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.
This Circular is dated 2 November 2011
i
DEFINITIONS For the purpose of this Circular and the accompanying appendices, except where the context otherwise requires, the following definitions will apply:- Act AG AGM Board or Director(s) Bursa Securities Code CB CM CS CSC CSR GPI HA Listing Requirements LPD Major Shareholder(s) MB MS PAT PET PM
: : : : : : : : : : : : : : : : : : : : :
Companies Act, 1965, as amended from time to time and any re-enactment thereof Angenet Sdn Bhd (534446-U) Annual General Meeting The Board of Directors of Spritzer for the time being Bursa Malaysia Securities Berhad (635998-W) Malaysian Code on Take-Overs and Mergers, 1998 and any amendments thereto from time to time Cranberry (M) Sdn Bhd (104994-W) Cactus Marketing Sdn Bhd (377089-X) Chuan Sin Sdn Bhd (33008-V) Chuan Sin Cactus Sdn Bhd (51832-U) Chuan Sin Resources Sdn Bhd (293899-T) Golden PET Industries Sdn Bhd (7195-W) Highactive Sdn Bhd (344351-T) The Main Market Listing Requirements of Bursa Securities including any amendments thereto that may be made from time to time 7 October 2011, being the latest practicable date prior to the printing of this Circular A person who has an interest or interests in one or more voting Shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those Shares, is:- (a) 10% or more of the aggregate of the nominal amounts of all the
voting Shares in the Company; or (b) 5% or more of the aggregate of the nominal amounts of all the
voting Shares in the Company where such person is the largest shareholder of the Company.
For the purpose of this definition, “interest in Shares” shall have the meaning given in Section 6A of the Act. Multibase Systems Sdn Bhd (185033-D) Multisafe Sdn Bhd (236507-X) Practical Advanced Technology Sdn Bhd (117035-K) Polyethylene Terephthalate PET Master Sdn Bhd (158181-X)
ii
DEFINITIONS (cont’d) Person(s) Connected Proposed New Shareholders’ Mandate Proposed Renewal of Shareholders’ Mandate Proposed Shareholders’ Mandate Proposed Share Buy-Back Recurrent Related Party Transactions Related Party(ies) RM and sen SEAPP Share(s) Spritzer or Company Spritzer Group or Group Subsidiary Companies TC UCL UE UIA USA UYL YH YLC YLEO YLH YLM YLO
: : : : : : : : : : : : : : : : : : : : : : : : :
As defined in Chapter 1, Paragraph 1.01 of the Listing Requirements Proposed new shareholders’ mandate for Spritzer Group to enter into additional Recurrent Related Party Transaction with the Related Party in the ordinary course of business Proposed renewal of existing shareholders’ mandate for Spritzer Group to enter into Recurrent Related Party Transactions with the Related Parties in the ordinary course of business Proposed New Shareholders’ Mandate and Proposed Renewal of Shareholders’ Mandate, collectively The proposed renewal of authority for the purchase of up to ten per cent (10%) of its issued and paid-up share capital by Spritzer at any one point of time Related party transactions which are recurrent, of a revenue or trading nature and which is necessary for day-to-day operations of Spritzer Group Director(s), Major Shareholder(s) or Person(s) Connected with such Director(s) or Major Shareholder(s) Ringgit Malaysia and sen respectively South East Asia Paper Products Sdn Bhd (37653-W) Ordinary share(s) of RM0.50 each Spritzer Bhd (265348-V) Spritzer and its subsidiary companies Angenet Sdn Bhd, Chuan Sin Sdn Bhd, Chuan Sin Cactus Sdn Bhd, Golden PET Industries Sdn Bhd, Hidro Dinamik Sdn Bhd and PET Master Sdn Bhd, all of which are 100% owned by Spritzer Transworld Commodities (M) Sdn Bhd (68816-M) Unikampar Credit And Leasing Sdn Bhd (65511-A) Unipon Enterprise Sdn Bhd (113858-U) Uniyelee Insurance Agencies Sdn Bhd (132836-P) Uniyelee Service Agencies Sdn Bhd (556151-T) Uniyelee Sdn Bhd (72848-M) Yeleta Holdings Sdn Bhd (135259-U) Yee Lee Corporation Bhd (13585-A) Yee Lee Edible Oils Sdn Bhd (332650-P) Yee Lee Holdings Sdn Bhd (140765-W) Yee Lee Marketing Sdn Bhd (384133-A) Yee Lee Organization Bhd (16637-T)
iii
DEFINITIONS (cont’d) YLOF YLT YW
: : :
Yee Lee Oils and Foodstuffs (S) Pte Ltd (197900006-K) Yee Lee Trading Co. Sdn Bhd (7849-A) Young Wei Holdings Sdn Bhd (137983-V)
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
iv
TABLE OF CONTENTS PART A LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS’ MANDATE CONTAINING:-
Page
1. INTRODUCTION 1
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE 2.1 Provisions under the Listing Requirements 2 2.2 Validity Period 2 2.3 Details of Spritzer Group 3 2.4 Nature of Recurrent Related Party Transactions contemplated under the Proposed
Shareholders’ Mandate 4
2.5 Guidelines and Review Procedures 10
3. AUDIT COMMITTEE STATEMENT 11
4. RATIONALE AND BENEFITS 11
5. FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE 11
6. APPROVAL REQUIRED 11
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 12
8. DIRECTORS’ RECOMMENDATION 14
9. AGM 14
10. FURTHER INFORMATION 14
v
TABLE OF CONTENTS (cont’d) PART B LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED SHARE BUY-BACK CONTAINING:- Page 1. INTRODUCTION 15 2. DETAILS OF THE PROPOSED SHARE BUY-BACK
2.1 Introduction 16 2.2 Rationale for the Proposed Share Buy-Back 17 2.3 Quantum and Funding 17 2.4 Potential Advantages and Disadvantages of the Proposed Share Buy-Back 17 3. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK
3.1 Share Capital 18 3.2 Directors’ and Substantial Shareholders’ Shareholdings 19 3.3 Net Assets 22 3.4 Earnings 22 3.5 Dividends 22 3.6 Cash Flows 22 4. IMPLICATIONS RELATING TO THE CODE 22 5. PUBLIC SHAREHOLDING SPREAD 23 6. SHARE PRICES 23 7. PURCHASES OF OWN SHARES OR RESALE OR CANCELLATION OF
TREASURY SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS 23
8. APPROVAL REQUIRED 23 9. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 23 10. DIRECTORS’ RECOMMENDATION 24 11. AGM 24 12. FURTHER INFORMATION 24 APPENDIX I – FURTHER INFORMATION 25 EXTRACT OF NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING 26
PART A
PROPOSED RENEWAL OF EXISTING
SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR
ADDITIONAL RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE
SPRITZER BHD (265348-V) (Incorporated in Malaysia)
Registered Office Lot 85, Jalan Portland Tasek Industrial Estate 31400 Ipoh Perak Darul Ridzuan 2 November 2011
Board of Directors Dato’ Lim A Heng @ Lim Kok Cheong, JSM, DPMP, JP (Non-Independent Non-Executive Chairman) Lim Kok Boon (Managing Director) Dr. Chuah Chaw Teo (Executive Director) Lam Sang (Executive Director) Chok Hooa @ Chok Yin Fatt, PMP (Non-Independent Non-Executive Director) Dato’ Ir. Nik Mohamad Pena bin Nik Mustapha, DIMP (Independent Non-Executive Director) Y. B. Mohd Adhan bin Kechik, SMK (Independent Non-Executive Director) Kuan Khian Leng (Independent Non-Executive Director) To : The Shareholders of Spritzer Dear Sir/Madam, PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE
1. INTRODUCTION
At the AGM of the Company held on 23 November 2010, shareholders’ approval was obtained to enable the Company and its Subsidiary Companies to enter or continue to enter into Recurrent Related Party Transactions at arm’s length and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. The authority for the existing mandate shall lapse at the conclusion of the forthcoming 18th AGM unless authority for its renewal is obtained from its shareholders. On 10 October 2011, the Company announced to Bursa Securities its intention to seek for a renewed shareholders’ mandate for the Recurrent Related Parties Transactions and further seek for a new shareholders’ mandate for additional Recurrent Related Party Transaction as set out in Section 2.4 below at the forthcoming 18th AGM. The purpose of Part A of this Circular is to provide you with the relevant information on the Proposed Shareholders’ Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming 18th AGM. The notice of the AGM, together with the Form of Proxy are set out in the Company’s Annual Report 2011which is despatched together with this Circular. An extract of the said notice with respect to the Proposed Shareholders’ Mandate is also enclosed in this Circular.
1
2
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE
2.1 Provisions under the Listing Requirements Pursuant to Paragraph 10.09(2) of the Listing Requirements, Spritzer may seek a shareholders’ mandate in respect of the Recurrent Related Party Transactions subject to the following:- (i) the transactions are in the ordinary course of business and are on terms not more
favourable to the related parties than those generally available to the public; (ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the
annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1)(a) of the Listing Requirements;
(iii) Spritzer to issue a circular to shareholders for the shareholders’ mandate; and (iv) in a meeting to obtain shareholders’ mandate, the interested directors, interested
Major Shareholders or interested Persons Connected with a director or Major Shareholder, and where it involves the interest of an interested Person Connected with a director or Major Shareholder, such director or Major Shareholder must not vote on the resolution approving the transactions. An interested director or interested Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transactions; and
(v) Spritzer immediately announces to Bursa Securities when the actual value of a
Recurrent Related Party Transaction entered into by Spritzer Group, exceeds the estimated value of the Recurrent Related Party Transaction disclosed in the circular to shareholders by ten percent (10%) or more and must include the information as may be prescribed by Bursa Securities in its announcement.
2.2 Validity Period
The Proposed Shareholders’ Mandate if approved by the shareholders shall take effect from the passing of the ordinary resolution to be proposed at the forthcoming 18th AGM and will continue to be in force until:- (i) the conclusion of the next AGM of the Company, at which time it will lapse, unless
by a resolution passed by the shareholders of the Company in a general meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM of the Company is required
to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by a resolution passed by the shareholders of the Company in a
general meeting, whichever is the earlier. Thereafter, approval from the shareholders for subsequent renewals will be sought at each subsequent AGM of the Company.
3
2.3 Details of Spritzer Group It is envisaged that in the normal course of business, Spritzer Group has entered into certain Recurrent Related Party Transactions and it is anticipated that the companies within Spritzer Group would continue to enter into such transactions with the Related Parties. It is likely that the transactions will occur with some degree of frequency and could arise at any time.
In view of the above, the Company is seeking shareholders’ approval for the Proposed Shareholders’ Mandate which will allow Spritzer Group to enter and continue to enter into Recurrent Related Party Transactions with Related Parties without the necessity, in most instances, to make the required announcements or to convene meetings in order to procure specific prior approval from its shareholders. The principal activity of Spritzer is an investment holding while the principal activities of its Subsidiary Companies are as follows:- Subsidiary Companies
Effective Equity Interest
Principal Activities
Angenet Sdn Bhd Chuan Sin Sdn Bhd Chuan Sin Cactus Sdn Bhd Golden PET Industries Sdn Bhd Hidro Dinamik Sdn Bhd PET Master Sdn Bhd
100%
100%
100%
100%
100%
100%
Manufacturing and selling of bottled water Production of natural mineral water, carbonated flavoured water, distilled water, drinking water and non-carbonated flavoured water Distribution of bottled water and other consumer products Manufacturing and selling of pre-forms, PET bottles, caps, toothbrushes and other plastic products Dormant Manufacturing and selling of PET pre-forms
Disclosure will be made in the annual report of the Company of the breakdown of the aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Proposed Shareholders’ Mandate during the current financial year and in the annual report of the subsequent years during which the Proposed Shareholders’ Mandate is in force, amongst others, based on the following information:- (i) the type of the Recurrent Related Party Transactions made; and (ii) the names of the Related Parties involved in each type of the Recurrent Related Party
Transactions made and their relationships with the Company.
4 4
2.4
Nat
ure
of R
ecur
rent
Rel
ated
Par
ty T
rans
actio
ns c
onte
mpl
ated
und
er th
e Pr
opos
ed S
hare
hold
ers’
Man
date
(i)
Prop
osed
Ren
ewal
of S
hare
hold
ers’
Man
date
The
Prop
osed
Ren
ewal
of
Shar
ehol
ders
’ M
anda
te,
if re
new
ed a
nd g
rant
ed c
over
s tra
nsac
tions
ent
ered
int
o by
Spr
itzer
Gro
up i
n th
e or
dina
ry c
ours
e of
busi
ness
, as s
et o
ut b
elow
:-
R
elat
ed P
artie
s and
nat
ure
of tr
ansa
ctio
n
Est
imat
ed a
ggre
gate
va
lue
duri
ng th
e
valid
ity p
erio
d of
the
Pr
opos
ed R
enew
al o
f Sh
areh
olde
rs’ M
anda
te
(“C
urre
nt
Est
imat
ed V
alue
”)*
(RM
’000
)#
Est
imat
ed v
alue
as
dis
clos
ed in
C
ircu
lar
to
Shar
ehol
ders
dat
ed
29 O
ctob
er 2
010
(“E
stim
ated
Val
ue”)
(R
M’0
00)#
Act
ual v
alue
tr
ansa
cted
(f
rom
dat
e at
AG
M o
n 23
Nov
embe
r 20
10
up to
LPD
) (“
Act
ual V
alue
”)
(RM
’000
)#
Rel
atio
nshi
p be
twee
n Sp
ritz
er a
nd
the
Rel
ated
Par
ties
(1)
MB
Prov
isio
n of
secr
etar
ial s
ervi
ces t
o Sp
ritze
r Gro
up
50
18
16
N
ote
1
(2)
UC
L Pr
ovis
ion
of h
ire p
urch
ase
faci
litie
s to
Sprit
zer G
roup
5,
000
12
,000
2,
600
N
ote
2
(3)
UIA
Prov
isio
n of
insu
ranc
e to
Spr
itzer
Gro
up
80
0
50
0
33
0
N
ote
3
(4)
USA
Prov
isio
n of
insu
ranc
e to
Spr
itzer
Gro
up
1,
200
1,
000
634
N
ote
4
(5)
YL
EO
Pu
rcha
se o
f PE
T bo
ttles
from
GPI
Pu
rcha
se o
f to
othb
rush
es fr
om G
PI
Purc
hase
of
bottl
ed w
ater
from
Spr
itzer
Gro
up
Prov
isio
n of
tran
spor
t ser
vice
s to
Sprit
zer G
roup
Pr
ovis
ion
of i
nter
nal
audi
t se
rvic
es t
o Sp
ritze
r G
roup
N
ote
: In
tern
al a
udit
serv
ices
will
be
prov
ided
by
YLE
O
to
Spr
itzer
Gro
up fr
om ti
me
to ti
me
14
,000
15
0 10
0 30
0 50
11
,000
50
37
30
0 25
9,
373 26
33
150 19
N
ote
5
5
Rel
ated
Par
ties a
nd n
atur
e of
tran
sact
ion
Est
imat
ed a
ggre
gate
va
lue
duri
ng th
e
valid
ity p
erio
d of
the
Pr
opos
ed R
enew
al o
f Sh
areh
olde
rs’ M
anda
te
(“C
urre
nt
Est
imat
ed V
alue
”)*
(RM
’000
)#
Est
imat
ed v
alue
as
dis
clos
ed in
C
ircu
lar
to
Shar
ehol
ders
dat
ed
29 O
ctob
er 2
010
(“E
stim
ated
Val
ue”)
(R
M’0
00)#
Act
ual v
alue
tr
ansa
cted
(f
rom
dat
e at
AG
M o
n 23
Nov
embe
r 20
10
up to
LPD
) (“
Act
ual V
alue
”)
(RM
’000
)#
Rel
atio
nshi
p be
twee
n Sp
ritz
er a
nd
the
Rel
ated
Par
ties
(6)
YL
T Pu
rcha
se o
f to
othb
rush
es fr
om G
PI
Purc
hase
of
bottl
ed w
ater
from
Spr
itzer
Gro
up
Sale
s of
ed
ible
oi
l an
d ot
her
cons
umer
pr
oduc
ts
to
Sprit
zer G
roup
Pr
ovis
ion
of tr
ansp
ort s
ervi
ces t
o Sp
ritze
r Gro
up
3,
600
100,
000 30
10
1,
500
80,0
00
20
10
1
,718
@
76,9
96
10 -
N
ote
5
(7)
YL
OF Pu
rcha
se o
f bo
ttled
wat
er fr
om S
pritz
er G
roup
Pu
rcha
se o
f to
othb
rush
es fr
om G
PI
5,
000
100
3,
550 40
2,
488 21
N
ote
6
(8)
SEA
PP
Sale
s of c
arto
n bo
xes t
o Sp
ritze
r Gro
up
Purc
hase
of
bottl
ed w
ater
from
Spr
itzer
Gro
up
12
,000
10
9,
000 3
6,
887 2
N
ote
5
(9)
CM
Purc
hase
of b
ottle
d w
ater
from
Spr
itzer
Gro
up
Ren
tal o
f lor
ry p
ayab
le m
onth
ly to
Spr
itzer
Gro
up
10
,000
50
6,
300 43
6,
376 11
N
ote
7
(10)
UE
Sa
les o
f pa
ckag
ing
mat
eria
ls to
Spr
itzer
Gro
up
Purc
hase
of
recy
cle
mat
eria
l fro
m S
pritz
er G
roup
1,
000
1,00
0
40
0 40
0
23
2 28
3
N
ote
8
6
Rel
ated
Par
ties a
nd n
atur
e of
tran
sact
ion
Est
imat
ed a
ggre
gate
va
lue
duri
ng th
e
valid
ity p
erio
d of
the
Pr
opos
ed R
enew
al o
f Sh
areh
olde
rs’ M
anda
te
(“C
urre
nt
Est
imat
ed V
alue
”)*
(RM
’000
)#
Est
imat
ed v
alue
as
dis
clos
ed in
C
ircu
lar
to
Shar
ehol
ders
dat
ed
29 O
ctob
er 2
010
(“E
stim
ated
Val
ue”)
(R
M’0
00)#
Act
ual v
alue
tr
ansa
cted
(f
rom
dat
e at
AG
M o
n 23
Nov
embe
r 20
10
up to
LPD
) (“
Act
ual V
alue
”)
(RM
’000
)#
Rel
atio
nshi
p be
twee
n Sp
ritz
er a
nd
the
Rel
ated
Par
ties
(11)
MS
Sale
s of g
love
s to
Sprit
zer G
roup
12
12
- N
ote
9
(12)
YL
M Sa
les o
f con
sum
er p
rodu
cts t
o Sp
ritze
r Gro
up
Ren
tal o
f war
ehou
se c
um o
ffic
e bu
ildin
g pa
yabl
e m
onth
ly
to S
pritz
er G
roup
A
dd :
Lot
11,
Tas
ek S
quar
e, T
asek
Ind
ustri
al E
stat
e,
314
00 Ip
oh,
Pera
k D
arul
Rid
zuan
.
15
88
6 80
5 66
N
ote
5
(13)
CB
R
enta
l of
off
ice
prem
ise
paya
ble
mon
thly
to
Sprit
zer
Gro
up
Add
: N
o. 1
, Jal
an S
itar 3
3/6,
Sek
syen
33,
404
00 S
hah
Ala
m, S
elan
gor D
arul
Ehs
an.
25
25
11
N
ote
10
(14)
PAT
Sale
s of
com
pute
rs, p
erip
hera
ls s
uch
as p
rinte
rs, s
erve
rs,
rout
ers
and
mai
nten
ance
of
ne
twor
king
sy
stem
s to
Sp
ritze
r Gro
up
-
10
-
N
ote
11
N
ote:
- @
Th
e re
ason
for
vari
atio
n w
here
the
Actu
al V
alue
exc
eede
d th
e Es
timat
ed V
alue
by
ten
perc
ent (
10%
) or
mor
e is
to fu
lfil a
dditi
onal
ord
ers
for
the
incr
ease
in
m
arke
t dem
and
duri
ng p
rom
otio
nal p
erio
d. P
leas
e re
fer t
o th
e an
noun
cem
ent m
ade
by th
e C
ompa
ny o
n 10
Oct
ober
201
1.
Sa
ve a
s di
sclo
sed
abov
e on
@, n
one
of th
e A
ctua
l Val
ue o
f the
Rec
urre
nt R
elat
ed P
arty
Tra
nsac
tions
as
disc
lose
d ab
ove
has
exce
eded
the
Estim
ated
Val
ue b
y te
n
perc
ent (
10%
) or m
ore.
7
(ii)
Prop
osed
New
Sha
reho
lder
s’ M
anda
te
Sp
ritze
r is a
lso
seek
ing
a Pr
opos
ed N
ew S
hare
hold
ers’
Man
date
for t
he fo
llow
ing
addi
tiona
l Rec
urre
nt R
elat
ed P
arty
Tra
nsac
tion:
-
Th
e Pr
opos
ed N
ew S
hare
hold
ers’
Man
date
, if g
rant
ed c
over
s tra
nsac
tion
ente
red
into
by
Sprit
zer G
roup
in th
e or
dina
ry c
ours
e of
bus
ines
s, as
set o
ut b
elow
:
R
elat
ed P
artie
s and
nat
ure
of tr
ansa
ctio
n
Est
imat
ed a
ggre
gate
val
ue
duri
ng th
e va
lidity
per
iod
of th
e
Prop
osed
New
Sha
reho
lder
s’ M
anda
te
(“C
urre
nt E
stim
ated
Val
ue”)
* (R
M’0
00)#
Rel
atio
nshi
p be
twee
n Sp
ritz
er a
nd th
e R
elat
ed P
artie
s
(1)
CB
Sale
s of g
love
s to
Sprit
zer G
roup
20
N
ote
10
Not
es:-
*
The
Cur
rent
Est
imat
ed V
alue
of
tran
sact
ions
fro
m t
he f
orth
com
ing
18th A
GM
to
the
next
AG
M i
s ba
sed
on b
udge
ts.
How
ever
act
ual
amou
nts
to b
e tr
ansa
cted
m
ay v
ary.
#
The
figur
es a
re ro
unde
d to
the
near
est t
hous
and.
8
Not
e 1
– M
B is
a w
holly
-ow
ned
subs
idia
ry o
f UC
L, w
hich
are
ulti
mat
ely
held
by
YW
. Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong,
Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n,
YH
and
YW
are
dee
med
Maj
or S
hare
hold
ers
of S
pritz
er a
nd M
B. U
CL
is a
dee
med
Maj
or S
hare
hold
er o
f Spr
itzer
. Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
is a
D
irect
or o
f Spr
itzer
. Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n is
a P
erso
n C
onne
cted
with
the
Dire
ctor
s an
d M
ajor
Sha
reho
lder
of S
pritz
er b
y vi
rtue
of b
eing
the
spou
se o
f Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
and
the
sist
er-in
-law
of L
im K
ok B
oon.
N
ote
2 –
UC
L is
an
60.6
7% o
wne
d su
bsid
iary
of Y
H, w
hich
are
ulti
mat
ely
held
by
YW
. Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong,
Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n an
d Y
W a
re d
eem
ed M
ajor
Sha
reho
lder
s of
Spr
itzer
and
UC
L. Y
H is
a d
eem
ed M
ajor
Sha
reho
lder
of
Sprit
zer.
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
is a
di
rect
or o
f Spr
itzer
and
UC
L. D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
is a
Per
son
Con
nect
ed w
ith th
e D
irect
ors
and
Maj
or S
hare
hold
er o
f Spr
itzer
by
virtu
e of
be
ing
the
spou
se o
f Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
and
the
sist
er-in
-law
of L
im K
ok B
oon.
N
ote
3 –
UIA
is a
who
lly-o
wne
d su
bsid
iary
of U
YL,
whi
ch a
re u
ltim
atel
y he
ld b
y Y
W. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g, D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon,
Y
H a
nd Y
W a
re d
eem
ed M
ajor
Sha
reho
lder
s of S
pritz
er a
nd U
IA. U
YL
is a
dee
med
Maj
or S
hare
hold
er o
f Spr
itzer
. Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n an
d Li
m E
e Y
oung
are
dire
ctor
s of
UIA
. Bot
h D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
and
Lim
Ee
You
ng a
re P
erso
ns C
onne
cted
with
the
Dire
ctor
s an
d M
ajor
Sh
areh
olde
r of S
pritz
er b
y vi
rtue
of b
eing
the
spou
se a
nd s
on o
f Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
resp
ectiv
ely;
and
the
sist
er-in
-law
and
nep
hew
of L
im
Kok
Boo
n re
spec
tivel
y.
Not
e 4
– U
SA i
s a
who
lly-o
wne
d su
bsid
iary
of
YW
. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g an
d D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
are
deem
ed M
ajor
Sh
areh
olde
rs o
f Sp
ritze
r an
d U
SA. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g is
a D
irect
or o
f Sp
ritze
r. D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
is a
Per
son
Con
nect
ed w
ith th
e D
irect
ors
and
Maj
or S
hare
hold
er o
f Spr
itzer
by
virtu
e of
bei
ng th
e sp
ouse
of D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g an
d th
e si
ster
-in-la
w o
f Li
m K
ok B
oon.
N
ote
5 –
YLE
O, Y
LT, S
EAPP
and
YLM
are
who
lly-o
wne
d su
bsid
iarie
s of
YLC
, whi
ch a
re u
ltim
atel
y he
ld b
y Y
W. Y
LC is
a M
ajor
Sha
reho
lder
of S
pritz
er, w
hich
hol
ds
32.3
5% e
quity
inte
rest
in S
pritz
er. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g, D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon,
YLO
, UC
L, U
YL,
YH
and
YW
are
de
emed
Maj
or S
hare
hold
ers
of S
pritz
er, Y
LEO
, YLT
, SEA
PP a
nd Y
LM. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g is
a d
irect
or o
f Sp
ritze
r, Y
LEO
, YLT
and
SE
APP
. Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n is
a d
irect
or o
f YLE
O, Y
LT a
nd Y
LM. L
im E
e Y
oung
is a
dire
ctor
of Y
LT a
nd Y
LM. B
oth
Dat
in C
hua
Shok
Ti
m @
Chu
a Si
ok H
oon
and
Lim
Ee
You
ng a
re P
erso
ns C
onne
cted
with
the
Dire
ctor
s and
Maj
or S
hare
hold
er o
f Spr
itzer
by
virtu
e of
bei
ng th
e sp
ouse
and
son
of
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
resp
ectiv
ely
as w
ell a
s th
e si
ster
-in-la
w a
nd n
ephe
w o
f Li
m K
ok B
oon
resp
ectiv
ely.
Cho
k H
ooa
@ C
hok
Yin
Fat
t is
a D
irect
or o
f Spr
itzer
and
YLE
O a
s wel
l as a
shar
ehol
der o
f Spr
itzer
. N
ote
6 –
YLO
F is
a w
holly
-ow
ned
subs
idia
ry o
f YLO
, whi
ch a
re u
ltim
atel
y he
ld b
y Y
W. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g, D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok
Hoo
n, Y
LO, U
CL,
UY
L, Y
H a
nd Y
W a
re d
eem
ed M
ajor
Sha
reho
lder
s of S
pritz
er a
nd Y
LOF.
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
is a
dire
ctor
of S
pritz
er a
nd
YLO
F. D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
is a
Per
son
Con
nect
ed w
ith th
e D
irect
ors
and
Maj
or S
hare
hold
er o
f Spr
itzer
by
virtu
e of
bei
ng th
e sp
ouse
of
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
and
the
sist
er-in
-law
of L
im K
ok B
oon.
N
ote
7 –
CM
is a
who
lly-o
wne
d su
bsid
iary
of
CSR
, whi
ch h
olds
3.5
7% e
quity
inte
rest
in S
pritz
er. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g, L
im K
ok B
oon,
Lim
Kok
K
eong
, Lim
Sen
g Le
e an
d Li
m H
ock
Lai a
re M
ajor
Sha
reho
lder
s of C
SR. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g an
d D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
are
deem
ed M
ajor
Sha
reho
lder
s of
Spr
itzer
and
CM
. Lim
Kok
Boo
n an
d La
i Yin
Len
g ar
e de
emed
Maj
or S
hare
hold
ers
of C
M. L
im K
ok K
eong
is a
dire
ctor
of
CM
. He
is a
lso
a Pe
rson
Con
nect
ed w
ith th
e D
irect
ors a
nd M
ajor
Sha
reho
lder
of S
pritz
er b
y vi
rtue
of b
eing
the
brot
her o
f Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
and
Lim
Kok
Boo
n; a
s w
ell a
s th
e br
othe
r-in
-law
of D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon.
Lim
Sen
g Le
e an
d Li
m H
ock
Lai a
re th
e Pe
rson
s C
onne
cted
with
th
e D
irect
or b
y vi
rtue
of b
eing
the
sons
of L
im K
ok B
oon.
9
Not
e 8
– D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g is
a D
irect
or a
nd d
eem
ed M
ajor
Sha
reho
lder
of S
pritz
er a
s w
ell a
s a
Maj
or S
hare
hold
er o
f UE.
Lam
San
g is
a d
irect
or o
f
Sp
ritze
r and
UE
as w
ell a
s a
Maj
or S
hare
hold
er o
f UE.
Lim
Ee
You
ng is
a d
irect
or o
f UE
as w
ell a
s a
shar
ehol
der o
f Spr
itzer
. He
is a
Per
son
Con
nect
ed w
ith th
e
D
irect
or a
nd M
ajor
Sha
reho
lder
s of S
pritz
er b
y vi
rtue
of b
eing
the
son
of D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g an
d D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon.
N
ote
9 –
M
S is
55%
ow
ned
by C
B, w
hich
are
ulti
mat
ely
held
by
YW
. Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong,
Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n, Y
LO, U
CL,
U
YL,
YH
and
YW
are
dee
med
Maj
or S
hare
hold
ers o
f Spr
itzer
and
MS.
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
is a
dire
ctor
of S
pritz
er a
nd M
S. D
atin
Chu
a Sh
ok
Tim
@ C
hua
Siok
Hoo
n is
a P
erso
n C
onne
cted
with
the
Dire
ctor
s an
d M
ajor
Sha
reho
lder
of S
pritz
er b
y vi
rtue
of b
eing
the
spou
se o
f Dat
o’ L
im A
Hen
g @
Lim
K
ok C
heon
g an
d th
e si
ster
-in-la
w o
f Lim
Kok
Boo
n.
Not
e 10
– C
B is
a w
holly
-ow
ned
subs
idia
ry o
f YLH
, whi
ch a
re u
ltim
atel
y he
ld b
y Y
W. D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g, D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon,
Y
LO, U
CL,
UY
L, Y
H a
nd Y
W a
re d
eem
ed M
ajor
Sha
reho
lder
s of
Spr
itzer
and
CB
. Dr.
Chu
ah C
haw
Teo
and
Cho
k H
ooa
@ C
hok
Yin
Fat
t are
dire
ctor
s of
Sp
ritze
r and
CB
as
wel
l as
the
shar
ehol
ders
of S
pritz
er. D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
and
Lim
Ee
You
ng a
re d
irect
ors
of C
B. D
atin
Chu
a Sh
ok T
im
@ C
hua
Siok
Hoo
n an
d Li
m E
e Y
oung
are
Per
sons
Con
nect
ed w
ith th
e D
irect
ors
and
Maj
or S
hare
hold
er o
f Sp
ritze
r by
virt
ue o
f be
ing
the
spou
se a
nd s
on o
f D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g re
spec
tivel
y; a
nd th
e si
ster
-in-la
w a
nd n
ephe
w o
f Lim
Kok
Boo
n.
Not
e 11
– P
AT
is a
n 85
.12%
ow
ned
subs
idia
ry o
f YLH
, whi
ch a
re u
ltim
atel
y he
ld b
y Y
W. Y
LH is
a M
ajor
Sha
reho
lder
of S
pritz
er, w
hich
hol
ds 1
4.58
% e
quity
inte
rest
in
Sprit
zer (
of w
hich
0.5
3% is
indi
rect
ly h
eld
thro
ugh
its w
holly
-ow
ned
subs
idia
ry, T
C).
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong,
Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n, Y
LO, U
CL,
UY
L, Y
H a
nd Y
W a
re d
eem
ed M
ajor
Sha
reho
lder
s of
Spr
itzer
and
PA
T. C
hok
Hoo
a @
Cho
k Y
in F
att i
s a
dire
ctor
of S
pritz
er a
nd P
AT
as w
ell a
s a
shar
ehol
der
of S
pritz
er. L
im E
e Y
oung
is a
dire
ctor
of
PAT
and
a sh
areh
olde
r of
Spr
itzer
. He
is a
Per
son
Con
nect
ed w
ith th
e D
irect
or a
nd M
ajor
Sh
areh
olde
rs o
f Spr
itzer
by
virtu
e of
bei
ng th
e so
n of
Dat
o’ L
im A
Hen
g @
Lim
Kok
Che
ong
and
Dat
in C
hua
Shok
Tim
@ C
hua
Siok
Hoo
n.
TH
E R
EST
OF
TH
IS P
AG
E IS
INT
EN
TIO
NA
LL
Y L
EFT
BL
AN
K
10
2.5 Guidelines and Review Procedures The management of Spritzer Group has ensured and will continue to ensure that the Recurrent Related Party Transactions will only be entered into after taking into consideration of the pricing, level of services, quality of product and other related factors on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. In doing so, the management has implemented and will continue to implement the following methods and procedures:- (i) Spritzer Group will keep record of all Recurrent Related Party Transactions and
summary of such transactions are submitted quarterly to the Head Office; (ii) the audit committee at its meetings will review the Recurrent Related Party
Transactions and if necessary, may request the internal auditors to review the management system and procedures in compiling information on Recurrent Related Party Transactions. The audit committee may, at its discretion, adopt new procedures and amend the existing procedures which are no longer appropriate or adequate;
(iii) the external auditors will also review the Recurrent Related Party Transactions as
part of the audit programme; (iv) terms of the Recurrent Related Party Transactions relating to the price or sales and
distribution margin shall not be subject to substantial change during the period which the shareholders’ mandate is in force. Where such change is deemed necessary, the management shall review that the new terms are consistent with a transaction conducted at arm’s length and on normal commercial terms consistent with the Group’s usual business practices and policies;
(v) where any director has an interest, direct or indirect, in any Recurrent Related Party
Transactions, such director or his alternate shall abstain from deliberation and voting on the resolution. Where any member of the audit committee is interested in any Recurrent Related Party Transactions, that member shall abstain from deliberation and voting on any decisions to be taken by the audit committee with respect to such transaction;
(vi) disclosure will be made in the annual report of the Company of the aggregate value
of transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year with a breakdown of the aggregate value of the recurrent transactions based on the type, names of the Related Parties involved and their relationships with the Company. Disclosure will also be made in the annual reports of the subsequent financial year during which the period the shareholders’ mandate remains in force.
(vii) at least two other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the Group based on those offered by/to the related parties for the same or substantially similar type of transaction to ensure that the Recurrent Related Party Transaction is not detrimental to the Group.
2.5.1 Threshold of Authority
The Group has in place a level of authority policy to facilitate the orderly and efficient operations of the Group. Managers are given a reasonable and acceptable level of authority to approve limited purchases and payments. For amounts exceeding the managers’ authority i.e. RM100,000.00, prior approval of the General Manager or an Executive Director is required.
11
3. AUDIT COMMITTEE STATEMENT
The Audit Committee of Spritzer, having reviewed the procedures mentioned in Section 2.5 above, is of the opinion that the procedures are sufficient to ensure that the Recurrent Related Party Transactions are on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders, and hence, will not be prejudicial to the shareholders or disadvantageous to the Group. In addition, the Audit Committee is of the opinion that the Spritzer Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. The Audit Committee’s review procedures and processes will be conducted on a quarterly basis together with the review of the quarterly financial results, or such frequency as the Audit Committee considers appropriate having regard to the value and frequency of the Recurrent Related Party Transactions.
4. RATIONALE AND BENEFITS The Recurrent Related Party Transactions entered or to be entered into from time to time by Spritzer Group are in the ordinary course of business. They are recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case to case basis before entering into such transactions. As such, the Company is seeking its shareholders’ approval for the Proposed Shareholders’ Mandate pursuant to Paragraph 10.09(2) of the Listing Requirements to allow the Group to enter or continue to enter into the Recurrent Related Party Transactions. The Proposed Shareholders’ Mandate is crucial to ensure continuing day-to-day operations of the Group. By obtaining the renewal on an annual basis, this will reduce substantial administrative time and expenses associated with the convening of general meetings from time to time to seek shareholders’ approval of each transaction while still maintaining the objective of keeping shareholders informed of the extent of the Recurrent Related Party Transactions occurring within the Group. Spritzer Group has a long standing business relationship with YLO. YLO is the holding company of a diversified group of companies, some of which are currently providing Spritzer with services classified as Recurrent Related Party Transactions. There exist a strong relationship between Spritzer and the Related Parties which remain till today. The Directors are of the view that the close working relationship of Spritzer and various Related Parties has over the years benefited the Group in making it more competitive in the industry. The Directors believe that the existing Deeds of Assignment between CS, GPI and YLT which assign sole product distribution rights to YLT have allowed Spritzer access to established distribution channels in Malaysia. YLT is currently the marketing and distribution arm of YLC, a subsidiary of YLO and markets a wide range of consumer products such as foodstuff, baby products, household cleaning item and toothbrushes. It should also be emphasised that the Related Parties are not under any obligation to enter into transactions with the Group and vice versa. Ultimately all business transactions are entered into with the intention of profiting from market situations. Therefore external market prices and conditions are important factors that determine transaction prices between the Group and the Related Parties. However, close relationship between the Group and the Related Parties allow for better control of quality and inventory and this result in the reduction of inventory driven costs and the maintenance of quality of its end products.
5. FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE The Proposed Shareholders’ Mandate will not have any effect on the issued and paid-up share capital, net assets and earnings of Spritzer Group.
6. APPROVAL REQUIRED The Proposed Shareholders’ Mandate is conditional upon the approval of the shareholders of Spritzer at the forthcoming 18th AGM.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS The direct and indirect interests of the interested directors, Major Shareholders and Persons Connected to them as at 7 October 2011 are as follows:- Direct interest Deemed interest
Number of Shares
Percentage(%)
Number of Shares
Percentage(%)
Directors Dato’ Lim A Heng @ Lim Kok Cheong (“LKC”) Lim Kok Boon (“LKB”) Dr. Chuah Chaw Teo Lam Sang Chok Hooa @ Chok Yin Fatt Major Shareholders YLC YLH LKC Datin Chua Shok Tim @ Chua Siok Hoon (“CSH”) YLO UCL UYL YH YW Persons Connected Lai Yin Leng (“LYL”) Lim Ee Young (“LEY”) Lim Ee Wai (“LEW”) k
Lim Hock Lai Lim Kok Keong Lim Seng Lee (“LSL”) Lim Siew Ai n Ooi Guat Ee (“OGE”) CSR p TC q
6,403,366
5,100,000
138,666 2,418,866
146,000
42,254,844 18,352,000 6,403,366 1,550,000
- - - - -
133,332 163,200 242,398
- -
105,666 38,000 21,332
4,664,000 697,332
4.90
3.90 0.10 1.85 0.11
32.35 14.05 4.90 1.19
- - - - -
0.10 0.12 0.19
- -
0.08 0.03 0.02 3.57 0.53
67,923,774 a 4,902,998 b
- - -
- 697,332 c 67,923,774 a
72,777,140 d
61,304,176 e 61,304,176 f 61,304,176 f 61,304,176 g 61,304,176 h
9,869,666 i 21,332 j - 4,664,000 l 4,664,000 m
4,664,000 l -
163,200 o
- -
52.00
3.75---
-0.53
52.0055.71
46.9346.9346.9346.9346.93
7.560.02
-3.573.573.57
-0.12
--
Notes:- a Deemed interest by virtue of major shareholdings in CSR and YW pursuant to Section 6A of
the Act; and the Shares held by his spouse, CSH and children, LEY and LEW in the Company pursuant to Section 134(12)(c) of the Act.
b Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act;
and the Shares held by his spouse, LYL and child, LSL in the Company pursuant to Section 134(12)(c) of the Act.
c Deemed interest by virtue of 100% shareholding in TC pursuant to Section 6A of the Act. d Deemed interest by virtue of major shareholding in YW and deemed major shareholding in
CSR pursuant to Section 6A of the Act; and the Shares held by her spouse, LKC and children, LEY and LEW in the Company pursuant to Section 134(12)(c) of the Act.
e Deemed interest held through YLC, YLH and deemed major shareholding in TC pursuant to
Section 6A of the Act. f Deemed interest held through YLO pursuant to Section 6A of the Act.
12
13
g Deemed interest held through UCL and UYL pursuant to Section 6A of the Act.
h Deemed interest held through YH pursuant to Section 6A of the Act.
i Deemed interest by virtue of deemed major shareholding in CSR pursuant to Section 6A of the Act; and the shares held by her spouse, Lim Kok Boon and child, Lim Seng Lee in the Company pursuant to Section 134(12)(c) of the Act.
j Deemed interest by virtue of the Shares held by his spouse, OGE in the Company pursuant to Section 134(12)(c) of the Act. He is a Person Connected with the Director and Major Shareholders by virtue of being the son of LKC and CSH.
k A Person Connected with the Director and Major Shareholders by virtue of being the son of
LKC and CSH. l Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act.
He is a Person Connected with the Director by virtue of being the son of LKB.
m Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act. He is a Person Connected with the Directors and Major Shareholders by virtue of being the brother of LKC and LKB; and the brother-in-law of CSH.
n A Person Connected with the Directors and Major Shareholders by virtue of being the sister of
LKC and LKB; and the sister-in-law of CSH.
o Deemed interest by virtue of the Shares held by her spouse, LEY pursuant to Section 134(12)(c) of the Act. She is a Person Connected with the Director and Major Shareholders by virtue of being the daughter-in-law of LKC and CSH.
p A Person Connected with the Directors and Major Shareholder by virtue of major
shareholdings held by LKC and LKB. q A Person Connected with the Major Shareholder by virtue of 100% shareholding held by
YLH. The interested Directors, namely Dato’ Lim A Heng @ Lim Kok Cheong, Lim Kok Boon, Lam Sang, Chok Hooa @ Chok Yin Fatt and Dr. Chuah Chaw Teo have abstained and will abstain from board deliberation and voting on the resolution pertaining to the Proposed Shareholders’ Mandate at the relevant Board Meeting. The interested Major Shareholders, namely YLC, YLH, Dato’ Lim A Heng @ Lim Kok Cheong, Datin Chua Shok Tim @ Chua Siok Hoon, YLO, UCL, UYL, YH and YW will abstain from voting on the ordinary resolution approving the Proposed Shareholders’ Mandate at the forthcoming 18th AGM. And that all the above interested Directors, Major Shareholders and Persons Connected with them, which have any interest, direct and/or indirect, in the Proposed Shareholders’ Mandate will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution pertaining to the Proposed Shareholders’ Mandate to be tabled at the forthcoming 18th AGM. The interested Directors and Major Shareholders have undertaken that they shall ensure that the Persons Connected with them will abstain from voting on the ordinary resolution deliberating or approving the Proposed Shareholders’ Mandate at the forthcoming 18th AGM. Save as disclosed above, none of the other Directors, Major Shareholders and Persons Connected with them have any interest, direct and/or indirect in the Proposed Shareholders’ Mandate.
14
8. DIRECTORS’ RECOMMENDATION Having considered the rationale of the Proposed Shareholders’ Mandate and after careful deliberation, the Board, except for the interested Directors, Dato’ Lim A Heng @ Lim Kok Cheong, Lim Kok Boon, Lam Sang, Chok Hooa @ Chok Yin Fatt and Dr. Chuah Chaw Teo, is of the opinion that the Proposed Shareholders’ Mandate is in the best interest of the Group. Accordingly, the Board, except for the aforementioned Directors, recommends that you vote in favour of the ordinary resolution to be tabled at the forthcoming 18th AGM.
9. AGM
The 18th AGM of the Company, the extract of the notice which is enclosed in this Circular, will be held at Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan on Thursday, 24 November 2011 at 11.00 a.m. If you are unable to attend and vote in person at the 18th AGM, you are requested to complete, sign and return the Form of Proxy, which is attached together with the Annual Report 2011 of the Company, in accordance with the instructions therein as soon as possible, so as to arrive at the Registered Office of the Company not less than forty-eight (48) hours before the time for holding the 18th AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.
10. FURTHER INFORMATION Shareholders are advised to refer to the Appendix I for further information.
Yours faithfully, For and on behalf of the Board SPRITZER BHD DR. CHUAH CHAW TEO Executive Director
PART B
PROPOSED RENEWAL OF AUTHORITY TO
PURCHASE ITS OWN SHARES BY SPRITZER BHD
SPRITZER BHD (265348-V) (Incorporated in Malaysia)
Registered Office Lot 85, Jalan Portland Tasek Industrial Estate 31400 Ipoh Perak Darul Ridzuan 2 November 2011
Board of Directors Dato’ Lim A Heng @ Lim Kok Cheong, JSM, DPMP, JP (Non-Independent Non-Executive Chairman) Lim Kok Boon (Managing Director) Dr. Chuah Chaw Teo (Executive Director) Lam Sang (Executive Director) Chok Hooa @ Chok Yin Fatt, PMP (Non-Independent Non-Executive Director) Dato’ Ir. Nik Mohamad Pena bin Nik Mustapha, DIMP (Independent Non-Executive Director) Y. B. Mohd Adhan bin Kechik, SMK (Independent Non-Executive Director) Kuan Khian Leng (Independent Non-Executive Director) To : The Shareholders of Spritzer Dear Sir/Madam, PROPOSED RENEWAL OF AUTHORITY TO PURCHASE ITS OWN SHARES BY SPRITZER BHD
1. INTRODUCTION
At the AGM of the Company held on 23 November 2010, shareholders’ approval was obtained for the Company to purchase up to ten per cent (10%) of its issued and paid-up share capital at any given point of time through Bursa Securities. The authority for the existing mandate shall lapse at the conclusion of the forthcoming 18th AGM unless authority for its renewal is obtained from its shareholders. On 10 October 2011, the Company announced to Bursa Securities its intention to seek shareholders’ approval for the Proposed Share Buy-Back at the forthcoming 18th AGM. The purpose of Part B of this Circular is to provide you with the relevant information on the Proposed Share Buy-Back and to seek your approval for the ordinary resolution to be tabled at the forthcoming 18th AGM. The notice of the AGM, together with the Form of Proxy are set out in the Company’s Annual Report 2011 which is despatched together with this Circular. An extract of the said notice with respect to the Proposed Share Buy-Back is also enclosed in this Circular.
15
16
2. DETAILS OF THE PROPOSED SHARE BUY-BACK 2.1 Introduction
The renewal of the existing Share Buy-Back Shareholders’ Mandate will allow the Board to exercise the power of the Company to purchase its own shares on Bursa Securities of up to ten per cent (10%) of its issued and paid-up share capital at any point in time during the authorised period, subject to the provisions of Section 67A of the Act and regulations thereunder, the Listing Requirements, the Memorandum and Articles of Association and any prevailing laws, regulations, rules, orders, guidelines and requirements of any regulatory authorities (as may be amended, modified or re-enacted from time to time) at the time of purchase(s). The Proposed Share Buy-Back will be executed through Bursa Securities via stockbrokers. If approved, the authorised period for the Proposed Share Buy-Back shall be effective immediately upon the passing of the ordinary resolution at the forthcoming 18th AGM and shall continue to be in force until:- (i) the conclusion of the next AGM of the Company following the AGM at which such
resolution was passed at which time it will lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next AGM after that date is required by
law to be held; or (iii) revoked or varied by an ordinary resolution passed by the shareholders of the
Company in a general meeting, whichever occurs first.
In accordance with the Listing Requirements, Spritzer may only purchase its own shares at a price which is not more than fifteen per cent (15%) above the weighted average market price for the shares for the five (5) market days immediately before the purchase. The Company may retain the shares purchased as treasury shares or cancel the shares or both, depending on the capital requirements of the Company at that point in time. In the event that the Company retains the purchased shares as treasury shares, the said treasury shares may be distributed as share dividends to shareholders and/or resold through Bursa Securities and/or subsequently cancelled. While the purchased shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in any other distributions or otherwise will be suspended. The treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes including substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting.
. In the case of a resale of treasury shares, if any, the Company may only resell the treasury shares on Bursa Securities at:- (a) a price which is not less than the weighted average market price for the shares for the
five (5) market days immediately before the resale; or (b) a discounted price of not more than five per cent (5%) to the weighted average
market price for the shares for the five (5) market days immediately before the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from the date of
purchase; and (ii) the resale price is not less than the cost of purchase of the shares being
resold
17
2.2 Rationale for the Proposed Share Buy-Back The Proposed Share Buy-Back is expected to enhance shareholders’ value in the event that such purchased shares are cancelled as the resultant reduction in the issued and paid-up capital of Spritzer is expected to increase the earnings per share, thereby making the shares more attractive to investors. In addition, the purchased shares may be held as treasury shares and distributed to shareholders as dividends and/or resold in the open market with the intention of realising a potential capital appreciation on the shares. As at the date of this Circular, the Company has not decided on the action to be taken on the shares to be purchased, namely to retain those purchased shares as treasury shares, or cancel the shares purchased or a combination of both. The decision will be made by the Board at the appropriate time.
2.3 Quantum and Funding
The actual number of shares which may be purchased and the timing of the purchase(s) will depend on, inter-alia, market conditions, the availability of retained profits/share premium and financial resources of the Company as well as the Listing Requirements to maintain the necessary shareholding spread.
The maximum amount of funds to be allocated for the Proposed Share Buy-Back shall not exceed the retained profits and/or share premium account of the Company. Based on the latest financial statements for the financial year ended 31 May 2011, the share premium account and retained profits of the Company were RM16.55 million and RM6.33 million respectively; and the share premium account and retained profits of the Company based on the unaudited quarterly results as at 31 August 2011 were RM16.55 million and RM6.27 million respectively.
The Proposed Share Buy-Back, if implemented, will be financed through internally generated funds and/or borrowings. The amount of bank borrowings to be used for the Proposed Share Buy-Back would depend on the prevailing interest rates accorded to the bank borrowings and the repayment capabilities of the Company. In the event that Spritzer decides to utilise bank borrowings to finance the Proposed Share Buy-Back, it will ensure that it has sufficient financial capability to repay the bank borrowings and interest expense. The bank borrowings are not expected to have a material impact on the cash flows or earnings of the Company.
2.4 Potential Advantages and Disadvantages of the Proposed Share Buy-Back The potential advantages and disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:- Potential advantages:- (i) allows the Company the flexibility in attaining its desired capital structure; and (ii) rewards the shareholders in the event the treasury shares are distributed as share
dividends. Potential disadvantages:- (i) the Proposed Share Buy-Back will reduce the financial resources of the Group and
may result in the Group forgoing better investment opportunities that may emerge in the future; and
(ii) as the Proposed Share Buy-Back can only be made out of share premium account
and/or retained profits of the Company, it may result in the reduction of financial resources available for distribution to shareholders of the Company in the immediate future.
The Board will be mindful of the Company and its shareholders in undertaking the Proposed Share Buy-Back and in the subsequent resale of treasury shares on Bursa Securities, if any.
18
3. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK The financial effects of the Proposed Share Buy-Back on the Company are as follows:- 3.1 Share Capital
The effects of the Proposed Share Buy-Back on the share capital of Spritzer will depend on the intention of the Board with regards to the purchased shares. In the event that shares purchased are retained as treasury shares, the Proposed Share Buy-Back will have no effect on the issued and paid-up share capital of Spritzer. Nevertheless, certain rights attached to the shares in relation to voting, dividends and participation in other distributions or otherwise will be suspended while the shares are held as treasury shares. The treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes including substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting.
In the event that the shares purchased by the Company are subsequently cancelled, the issued and paid-up share capital will be reduced by the number of shares cancelled. The effect on the issued and paid-up share capital of the Company is set out below:-
Number of Shares Issued and paid-up share capital as at 7 October 2011 # Less : Maximum number of shares that may be purchased pursuant to the Proposed Share Buy-Back
130,658,666
(13,065,866)
Issued and paid-up share capital after the Proposed Share Buy-Back and cancellation
117,592,800
# Including 24,000 treasury shares held as at 7 October 2011.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
19
3.2
Dir
ecto
rs’ a
nd S
ubst
antia
l Sha
reho
lder
s’ S
hare
hold
ings
Th
e ef
fect
s of
the
Prop
osed
Sha
re B
uy-B
ack
on th
e sh
areh
oldi
ngs
of th
e D
irect
ors
and
Subs
tant
ial S
hare
hold
ers
base
d on
the
Reg
iste
r of D
irect
ors
and
the
Reg
iste
r of S
ubst
antia
l Sha
reho
lder
s as a
t 7 O
ctob
er 2
011
are
as fo
llow
s:-
(i)
Dir
ecto
rs
N
ame
As a
t 7 O
ctob
er 2
011
Aft
er P
ropo
sed
Shar
e B
uy-B
ack
@
Dir
ect
Indi
rect
D
irec
t In
dire
ct
Num
ber
of
Shar
es
%
Num
ber
Shar
es
of
%
Num
ber
Shar
es
of
%
Num
ber
Shar
es
of
%
1.D
ato’
Lim
A H
eng
@ L
im K
ok C
heon
g (“
LK
C”)
2.
Lim
Kok
Boo
n (“
LK
B”)
3.
Dr.
Chu
ah C
haw
Teo
4.
Lam
San
g 5.
Cho
k H
ooa
@ C
hok
Yin
Fat
t 6.
Dat
o’ Ir
Nik
Moh
amed
Pen
a bi
n N
ik M
usta
pha
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. B. M
ohd
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an b
in K
echi
k 8.
Kua
n K
hian
Len
g
6,
403,
366
5,10
0,00
0 13
8,66
6 2,
418,
866
146,
000
1,35
0,00
0 3,
661,
332 -
4.
90
3.90
0.
10
1.85
0.
11
1.03
2.
80 -
67,9
23,7
74 a
4,90
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8 b
- - - - - 4,
800,
000
c
52.0
03.
75- - - - -
3.67
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403,
366
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0,00
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146,
000
1,35
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332 -
5.
45
4.34
0.
12
2.06
0.
12
1.15
3.
11 -
67,9
23,7
74 a
4,90
2,99
8 b
- - - - - 4,
800,
000
c
57
.76
4.17
- - - - - 4.
08
T
HE
RE
ST O
F T
HIS
PA
GE
IS IN
TE
NT
ION
AL
LY
LE
FT B
LA
NK
20
(ii)
Subs
tant
ial S
hare
hold
ers
N
ame
As a
t 7 O
ctob
er 2
011
A
fter
Pro
pose
d Sh
are
Buy
-Bac
k @
D
irec
t In
dire
ct
Dir
ect
Indi
rect
N
umbe
r of
Sh
ares
%
N
umbe
r of
Sh
ares
%
N
umbe
r of
Sh
ares
%
N
umbe
r of
Sh
ares
%
1.
YLC
2.
Y
LH
3.
Am
anah
Ray
a Tr
uste
es B
erha
d
- S
kim
Am
anah
Sah
am B
umip
uter
a 4.
LK
C
5.
LKB
6.
D
atin
Chu
a Sh
ok T
im @
Chu
a Si
ok H
oon
(“C
SH”)
7.
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in L
eng
(“L
YL
”)
8.
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9.
U
CL
10.
UY
L 11
. Y
H
12.
YW
42
,254
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6,
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000
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2 - - - - -
32
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17
4.90
3.
90
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0.
10 - - - - -
-
69
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2 d
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6
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4 a
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304,
176
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176
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h
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i
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176
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- 0.
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52.0
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75
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56
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i
61,
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j
- 0.
59 -
57.7
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9 8.
39
52.1
3 52
.13
52.1
3 52
.13
52.1
3
(ii
i) Pe
rson
s Con
nect
ed w
ith D
irec
tors
and
Sub
stan
tial S
hare
hold
ers
Nam
e
As a
t 7 O
ctob
er 2
011
A
fter
Pro
pose
d Sh
are
Buy
-Bac
k @
D
irec
t In
dire
ct
Dir
ect
Indi
rect
N
umbe
r of
Sh
ares
%
N
umbe
r of
Sh
ares
%
N
umbe
r of
Sh
ares
%
N
umbe
r of
Sh
ares
%
1.Li
m E
e Y
oung
(“L
EY
”)
2.Li
m E
e W
ai (“
LE
W”)
l 3.
Lim
Hoc
k La
i 4.
Lim
Kok
Keo
ng
5.Li
m S
eng
Lee
(“L
SL”)
6.
Lim
Sie
w A
i o 7.
Ooi
Gua
t Ee
(“O
GE
”)
8.C
SR q
9.TC
r 10
.U
niqu
e B
ay S
dn B
hd s
16
3,20
0 24
2,39
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5,66
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664,
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000
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0,00
0
0.
14
0.21
-
- 0.
09
0.03
0.
02
3.97
0.
59
4.08
2
1,33
2 k
- 4
,664
,000
m
4,6
64,0
00 n
4,6
64,0
00 m
-
1
63,2
00 p
-
-
-
0.
02 -
3.97
3.
97
3.97
- 0.
14 - - -
21
Notes:- @ Assuming the Proposed Share Buy-back is implemented in full and all the shares so
purchased are either kept as treasury shares or fully cancelled.
a Deemed interest by virtue of major shareholdings in CSR and YW pursuant to Section 6A of the Act; and the Shares held by his spouse, CSH and children, LEY and LEW in the Company pursuant to Section 134(12)(c) of the Act.
b Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act; and the Shares held by his spouse, LYL and child, LSL in the Company pursuant to Section 134(12)(c) of the Act.
c Deemed interest by virtue of major shareholding in Unique Bay Sdn Bhd pursuant to
Section 6A of the Act. d Deemed interest by virtue of 100% shareholding in TC pursuant to Section 6A of the
Act.
e Deemed interest by virtue of major shareholding in YW and deemed major shareholding in CSR pursuant to Section 6A of the Act; and the Shares held by her spouse, LKC and children, LEY and LEW in the Company pursuant to Section 134(12)(c) of the Act.
f Deemed interest by virtue of deemed major shareholding in CSR pursuant to Section 6A of the Act; and the Shares held by her spouse, LKB and child, LSL in the Company pursuant to Section 134(12)(c) of the Act.
g Deemed interest by virtue of major shareholdings in YLC, YLH, and deemed major shareholding in TC in the Company pursuant to Section 6A of the Act.
h Deemed interest held through YLO pursuant to Section 6A of the Act. i Deemed interest held through UCL and UYL pursuant to Section 6A of the Act. j Deemed interest held through YH pursuant to Section 6A of the Act. k Deemed interest by virtue of the Shares held by his spouse, OGE pursuant to Section
134(12)(c) of the Act. He is a Person Connected with the Director and Substantial Shareholders by virtue of being the son of LKC and CSH.
l A Person Connected with the Director and Substantial Shareholders by virtue of
being the son of LKC and CSH. m Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of
the Act. He is a Person Connected with the Director and Substantial Shareholders by virtue of being the son of LKB and LYL.
n Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of
the Act. He is a Person Connected with the Directors and Substantial Shareholders by virtue of being the brother of LKC and LKB, and the brother-in-law of CSH and LYL.
o A Person Connected with the Directors and Substantial Shareholders by virtue of being the sister of LKC and LKB, and the sister-in-law of CSH and LYL.
p Deemed interest by virtue of the shares held by her spouse, LEY pursuant to Section
134(12)(c) of the Act. She is a Person Connected with the Director and Substantial Shareholders by virtue of being the daughter-in-law of LKC and CSH.
q A Person Connected with the Directors and Substantial Shareholders by virtue of major shareholdings held by LKC and LKB.
r A Person Connected with the Substantial Shareholder by virtue of 100% shareholding held by YLH. S A Person Connected with the Director by virtue of major shareholding held by Kuan
Khian Leng.
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3.3 Net Assets The effects of the Proposed Share Buy-Back on the net assets per share of Spritzer Group is dependent on whether or not the shares purchased are cancelled or retained as treasury shares, the number of shares purchased, the timing, the purchase price and the eventual treatment of any treasury shares arising therefrom. The Proposed Share Buy-Back will reduce the net assets per share of Spritzer Group when the purchase price exceeds the net assets per share of Spritzer Group at the relevant point in time. On the other hand, the net assets per share of Spritzer Group will be increased when the purchase price is less than the net assets per share of Spritzer Group at the relevant point in time. If the purchased shares were held as treasury shares and subsequently resold on Bursa Securities, the Company’s net assets per share would increase if the Company realise a gain from the resale and vice versa. In addition to the purchase price of the shares, the effective cost of funds or any loss in interest income to the Group may also have an impact on the net assets per share.
3.4 Earnings Depending on the number of shares so purchased and the purchase price of the shares, the Proposed Share Buy-Back may increase the EPS of the Group. Similarly, on the assumption that the shares so purchased are treated as treasury shares, the extent of the effect on the earnings of the Group will depend on the actual selling price, the number of treasury shares resold and the gain from disposal.
3.5 Dividends The Board has recommended, subject to obtaining the shareholders’ approval at the forthcoming 18th AGM, a first and final dividend of 2.5 sen per Share, tax-exempt, in respect of the financial year ended 31 May 2011. The Proposed Share Buy-Back is not expected to have any material effect on the dividend policy of the Company. The level of dividends to be declared for the future financial years would be determined by the Board after taking into consideration the performance and cash flow position of Spritzer, as well as the prevailing economic conditions.
3.6 Cash Flows The Proposed Share Buy-Back is expected to reduce the working capital of the Group, the quantum of which will depend on the number of shares to be bought back and the purchase price of the shares.
4. IMPLICATIONS RELATING TO THE CODE
Part II and Practice Note 2.7 of the Code states that if a person, together with persons acting in concert with him, if any, holding more than 33% but less than 50% of the voting shares of a company, who as a result of a purchase by the company of its own shares, increases his holding in any period of six (6) months by an additional 2% or more of the voting shares of the Company, the person together with persons acting in concert with him, if any, are obligated to extend a mandatory take-over offer to acquire the remaining shares not already held by them. The Proposed Share Buy-Back may trigger an obligation by the substantial shareholders of the Company and/or persons acting in concert with them to undertake a mandatory offer under the Code. Nevertheless, the Board will be mindful of the potential implications relating to the Code. In the event that obligations relating to Part II of the Code are expected to be triggered as a result of the Proposed Share Buy-Back, which is an action outside its direct participation, the affected parties shall apply to the Securities Commission for an exemption from undertaking a take-over offer for all the remaining shares in the Company not already held by them under Practice Note 2.9.10 of the Code.
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5. PUBLIC SHAREHOLDING SPREAD According to the Record of Depositors and the Register of Substantial Shareholders of the Company as at 7 October 2011, the total percentage of the issued and paid-up share capital of Spritzer which is held by the public (in accordance with the public shareholding spread requirements of Bursa Securities) was 29.37%. The public shareholding spread of Spritzer is expected to reduce to 21.53% assuming that the Proposed Share Buy-Back is implemented in full with the purchase of Shares from public shareholders and all the Shares so purchase are either held as treasury shares or cancelled.
The Company will be mindful of the public shareholding spread requirement before making any purchase of its own shares.
6. SHARE PRICES
The monthly highest and lowest prices of the Shares as traded on Bursa Securities for the past twelve (12) months are as follows:-
High (RM)
Low(RM)
2010 October November December
1.10 0.99 0.97
0.98 0.91 0.86
2011
January 0.95 0.88 February 0.96 0.88 March 0.97 0.80 April 1.10 0.92 May 1.00 0.91 June 0.97 0.75 July 0.94 0.83 August 0.98 0.83 September
0.86 0.79
(Source : Bloomberg)
The last transacted price of the Shares on Bursa Securities on 7 October 2011, being the latest practicable date prior to the printing of this Circular, was RM0.82 per Share.
7. PURCHASES OF OWN SHARES OR RESALE OR CANCELATION OF TREASURY
SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS As of 7 October 2011, the total treasury shares held by the Company is 24,000 Shares. There were no purchases of own shares and resale or cancellation of treasury shares by the Company in the preceding twelve (12) months.
8. APPROVAL REQUIRED The renewal of the Proposed Share Buy-Back is conditional upon the approval of the shareholders of Spritzer at the forthcoming 18th AGM.
9. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS Save for the consequential increase in the percentage shareholdings and/or voting rights of the Directors and/or substantial shareholders of the Company as a result of the Proposed Share Buy-Back, none of the Directors and/or substantial shareholders or Persons Connected to them, has any interest, direct or indirect, in the Proposed Share Buy-Back and if any, in the resale of treasury shares.
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10. DIRECTORS’ RECOMMENDATION The Board, having considered the rationale of the Proposed Share Buy-Back and after careful deliberation, is of the opinion that the Proposed Share Buy-Back is in the best interest of the Group. Accordingly, the Board recommends that you vote in favour of the ordinary resolution to be tabled at the forthcoming 18th AGM.
11. AGM
The 18th AGM of the Company, the extract of the notice which is enclosed in this Circular, will be held at Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan on Thursday, 24 November 2011 at 11.00 a.m. If you are unable to attend and vote in person at the 18th AGM, you are requested to complete, sign and return the Form of Proxy, which is attached together with the Annual Report 2011 of the Company, in accordance with the instructions therein as soon as possible, so as to arrive at the Registered Office of the Company not less than forty-eight (48) hours before the time for holding the 18th AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.
12. FURTHER INFORMATION Shareholders are advised to refer to the Appendix I for further information. Yours faithfully, For and on behalf of the Board SPRITZER BHD DR. CHUAH CHAW TEO Executive Director
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APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board and that they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in the Circular misleading.
2. MATERIAL LITIGATION
Spritzer Group is not engaged in any material litigation, claim or arbitration either as plaintiff or defendant, and the Directors of Spritzer have no knowledge of any proceedings pending or threatened against Spritzer Group or of any facts likely to give rise to any proceedings which may materially and/or adversely affect the financial position or business of Spritzer Group immediately preceding the date of this Circular.
3. MATERIAL CONTRACT
Save as disclosed below, Spritzer Group has not entered into any material contract (including contracts not reduced into writing), not being contracts entered into in the ordinary course of business which have been entered into by Spritzer Group within the two (2) years immediately preceding the date of this Circular:- i. A form of contract dated 27 July 2011 between CS and Sidel SpA for the supply, installation
of PET Combi line and performance of Services in accordance with the General, Special and Technical Conditions of the Contract in the sum of Euros 2,500,000 (Euro Two Million Five Hundred Thousand only) equivalent to RM10,475,000 (Ringgit Malaysia Ten Million Four Hundred Seventy Five Thousand only).
4. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of Spritzer at Lot 85, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan during normal business hours from Mondays to Fridays (except Public Holidays) for the period commencing from the date of this Circular up to and including the date of the AGM:- (i) the Memorandum and Articles of Association of Spritzer; (ii) the audited financial statements of the Group for the past two (2) financial years ended 31
May 2010 and 31 May 2011 and the unaudited quarterly results of the Group for the first quarter ended 31 August 2011; and
(iii) the material contract referred to in Section 3 above.
SPRITZER BHD (265348-V) (Incorporated in Malaysia)
EXTRACT OF NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Eighteenth (18th) Annual General Meeting (“AGM”) of Spritzer Bhd (“Spritzer” or “Company”) will be held at Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan on Thursday, 24 November 2011 at 11.00 a.m. for the transaction of the following business:- SPECIAL BUSINESS To consider and if thought fit, to pass the following Ordinary Resolutions:- 7. Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions and Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transaction of a Revenue or Trading Nature (“Proposed Shareholders’ Mandate”)
“THAT approval be and is hereby given to the Company and its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day operations as set out in Section 2.4 of Part A of the Circular to Shareholders dated 2 November 2011 subject to the followings:- (i) the transactions are carried out in the ordinary course of business and on
normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and
(ii) disclosure is made in the annual report of the aggregate value of
transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year with a breakdown of the aggregate value of the recurrent transactions based on the following information:-
(a) the type of the recurrent transactions made; and (b) the names of the related parties involved in each type of the recurrent
transactions and their relationship with the Company.
AND THAT such approval shall continue to be in force until:- (i) the conclusion of the next AGM of the Company, at which time it will lapse,
unless by a resolution passed by the shareholders of the Company in a general meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM of the Company is
required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by a resolution passed by the shareholders of the Company
in a general meeting, whichever is the earlier. AND THAT the Directors be and are hereby authorised to complete and do all such acts and things as they may deemed necessary or expedient to give full effect to the Proposed Shareholders’ Mandate.”
Resolution 9
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8. Proposed Renewal of Authority to Purchase its Own Shares by Spritzer Bhd
“THAT, subject always to the Act, the provisions of the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised, to the extent permitted by law, to buy-back and/or hold such amount of shares as may be determined by the Directors of the Company from time to time through Bursa Malaysia Securities Berhad (“Bursa Securities”) upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:- (i) The aggregate number of shares bought-back and/or held does not exceed ten
per cent (10%) of the total issued and paid-up share capital of the Company at any point of time;
(ii) The maximum amount to be allocated for the buy-back of the Company’s own
shares shall not exceed the share premium account and/or the retained profits of the Company; and
(iii) Upon completion of buy-back by the Company of its own shares, the Directors
of the Company are authorised to deal with the shares so bought-back in any of the following manners:-
(a) cancel the shares so purchased; (b) retain the shares so purchased as treasury shares and held by the
Company; or
(c) retain part of the shares so purchased as treasury shares and cancel the remainder,
and the treasury shares may be distributed as dividends to the shareholders of the Company and/or resold on Bursa Securities and/or subsequently cancelled or any combination of the three.
AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution until:- (i) the conclusion of the next AGM of the Company following the AGM at which
such resolution was passed at which time it will lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next AGM after that date is
required by law to be held; or (iii) revoked or varied by an ordinary resolution passed by the shareholders of the
Company in a general meeting, whichever occurs first. AND THAT authority be and is hereby unconditionally and generally given to the Directors of the Company to take all such steps as are necessary or expedient (including without limitation, the opening and maintaining of central depository account(s) under the Securities Industry (Central Depositories) Act 1991, and the entering into of all other agreements, arrangements and guarantee with any party or parties) to implement, finalise and give full effect to the aforesaid buy-back with full power to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities and with full power to do all such acts and things thereafter (including without limitation, the cancellation or retention as treasury shares of all or any part of the shares bought-back) in accordance with the Act, the provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements and all other relevant governmental and/or regulatory authorities.”
Resolution 10
