QAF LIMITED CIRCULAR DATED 6 DECEMBER 2021
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
Capitalised terms appearing on the cover of this Circular have the same meanings as defined herein.
If you have sold or transferred all your shares in the Company, you should immediately inform the purchaser or transferee or the bank, stockbroker or other agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Circular including the Notice of EGM, the proxy form, the question form and the Company's accompanying announcement dated 6 December 2021 may be accessed at the Company's corporate website at the URL https://www.qaf.com.sg/company-announce/and the SGXNET website at the URL https://www.sgx.com/securities/company- announcements.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained, or opinions expressed in this Circular.
QAF LIMITED
(Incorporated in the Republic of Singapore on 3 March 1958) (Company Registration No.: 195800035D)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
- THE DISPOSAL OF THE GROUP'S PRIMARY PRODUCTION BUSINESS
- THE SPECIAL DIVIDEND
Financial Adviser to the Company in relation to the relevant listing rules of the SGX-ST applicable to the Disposal and this Circular
CIMB BANK BERHAD (13491-P)
SINGAPORE BRANCH
(Incorporated in Malaysia)
IMPORTANT DATES AND TIMES | ||
Last date and time for lodgment of proxy form | : | 18 December 2021 at 11.00 a.m. |
Last date and time to pre-register online to attend the EGM | : | 18 December 2021 at 11.00 a.m. |
remotely | ||
Date and time of EGM | : | 21 December 2021 at 11.00 a.m. |
Venue of EGM | : | The EGM will be held by electronic means. |
This Circular has been made available on SGXNET and the Company's corporate website and may be accessed at the URL https://www.qaf.com.sg/company-announce/.A printed copy of this Circular will NOT be despatched to Shareholders.
Pursuant to the COVID-19 (Temporary Measures) Act 2020 and COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the EGM will be convened and held by way of electronic means on Tuesday, 21 December 2021 at 11.00 a.m.. Shareholders will not be permitted to attend the EGM in person. Instead, alternative arrangements have been or will be put in place to allow Shareholders to participate at the EGM by (a) observing and/or listening to the EGM proceedings via live audio-visual webcast and/or live audio- only stream; (b) submitting questions, if any, in advance of the EGM; and (c) appointing the Chairman of the EGM as proxy to attend and vote on their behalf at the EGM. Please refer to Section 14 of this Circular and the Company's accompanying announcement dated 6 December 2021 which has been uploaded together with this Circular on SGXNET for further information, including the steps to be taken by Shareholders to participate at the EGM. Such announcement may also be accessed at the URL https://www.qaf.com.sg/company-announce/.
Shareholders should note that the Company may make further changes to its EGM arrangements (including but not limited to any applicable alternative arrangements as may be prescribed or permitted (as the case may be) under the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 as well as other guidelines issued by the relevant authorities) as the situation evolves. Shareholders are advised to keep abreast of any such changes as may be announced by the Company from time to time on SGXNET.
TABLE OF CONTENTS | ||
LETTER TO SHAREHOLDERS ................................................................................................................. | 5 | |
1. | INTRODUCTION ............................................................................................................................. | 5 |
2. | INFORMATION ON THE TARGET GROUP................................................................................... | 6 |
3. | INFORMATION ON THE PURCHASER ......................................................................................... | 7 |
4. | CERTAIN TERMS OF THE SPA .................................................................................................... | 7 |
5. | RATIONALE FOR THE DISPOSAL AND SPECIAL DIVIDEND.................................................... | 9 |
6. | USE OF PROCEEDS INCLUDING SPECIAL DIVIDEND ............................................................ | 10 |
7. | CHAPTER 10 OF THE LISTING MANUAL .................................................................................. | 10 |
8. | CERTAIN FINANCIAL EFFECTS OF THE DISPOSAL ............................................................... | 11 |
9. | THE SPECIAL DIVIDEND............................................................................................................. | 13 |
10. | INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ........................... | 14 |
11. | DIRECTORS' RECOMMENDATION ............................................................................................ | 15 |
12. | EXTRAORDINARY GENERAL MEETING ................................................................................... | 15 |
13. NO DESPATCH OF PRINTED COPIES OF CIRCULAR INCLUDING THE NOTICE OF EGM
AND PROXY FORM...................................................................................................................... | 15 | |
14. | ACTION TO BE TAKEN BY SHAREHOLDERS .......................................................................... | 16 |
15. | RESPONSIBILITY STATEMENTS ............................................................................................... | 16 |
16. | CONSENTS ................................................................................................................................... | 17 |
17. | DOCUMENTS AVAILABLE FOR INSPECTION .......................................................................... | 17 |
NOTICE OF EGM ...................................................................................................................................... | 18 | |
PROXY FORM |
DEFINITIONS
In this Circular, the following definitions shall apply throughout unless the context otherwise requires:
"1H2021" "A$" "Board" "BRL" "CDP" "Circular"
"Companies Act"
"Company" or "QAF" "Completion" "Completion Date"
"Controlling Shareholder"
- Half year ended 30 June 2021
- Australian dollars
- The board of directors of the Company for the time being
- Brazilian real dollars
- The Central Depository (Pte) Limited
- This circular to Shareholders dated 6 December 2021 in relation to the Disposal and the Special Dividend
- Companies Act (Chapter 50) of Singapore, as amended or modified from time to time
- QAF Limited
- Completion of the sale and purchase of the Sale Shares
- The date of completion of the sale and purchase of the Sale Shares
- A person who:
(a) holds directly or indirectly 15% or more of the total voting rights in the company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or
(b) in fact exercises control over a company
"Deposit" | : | Has the meaning ascribed to it in Section 4.2 of this Circular |
"Directors" | : | The directors of the Company for the time being |
"Disposal" | : | The disposal by the QAF Group of the Primary Production |
Business in Australia | ||
"EGM" | : | The extraordinary general meeting of the Company to be held on |
21 December 2021 | ||
"EPS" | : | Earnings per Share |
"FY" | : | Financial year ended or ending 31 December |
"Group" or "QAF Group" | : | The Company and its subsidiaries |
"Indicative Purchase Price" | : | The indicative aggregate purchase price for the Sale Shares |
which is estimated at approximately A$109.9 million as at 30 | ||
June 2021 | ||
"Latest Practicable Date" | : | 30 November 2021, being the latest practicable date prior to the |
printing of this Circular | ||
"Listing Manual" | : | The listing manual of the SGX-ST, as amended or modified from |
time to time | ||
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DEFINITIONS | ||||
"Notice of EGM" | : | The notice of EGM dated 6 December 2021 convening the EGM | ||
"NTA" | : | Net tangible assets, being total assets less the sum of total | ||
liabilities, non-controlling interests and intangible assets | ||||
"Oxdale Dairy" | : | Oxdale Dairy Enterprise Pty Ltd | ||
"Primary Production | : | The business conducted by the Target Group which includes pig | ||
Business" | breeding and grower farms, pork processing, pig genetics, | |||
feedmilling and distribution and sale of various pork products in | ||||
both branded and unbranded formats | ||||
"Purchase Price" | : | The purchase price for the Sale Shares elaborated upon in | ||
Section 4.2 of this Circular | ||||
"Purchaser" | : | Primo Foods Pty Ltd which has been nominated by Industry Park | ||
Pty Ltd as substitute purchaser under the SPA. Both such entities | ||||
are subsidiaries of JBA S.A. | ||||
"Register of Members" | : | The register of members of the Company | ||
"Rivalea Holdings" | : | Rivalea Holdings Pty Ltd | ||
"Sale Shares" | : | The entire issued share capital of Rivalea Holdings and Oxdale | ||
Dairy | ||||
"Securities Account" | : | A securities account maintained by a Depositor with CDP, but | ||
does not include a securities sub-account maintained with a | ||||
Depository Agent | ||||
"SGXNET" | : | The SGXNET Corporate Announcement System, being a system | ||
network used by listed companies to send information and | ||||
announcements to the SGX-ST or any other system networks | ||||
prescribed by the SGX-ST | ||||
"SGX-ST" | : | Singapore Exchange Securities Trading Limited | ||
"Shareholder Loan" | : | Has the meaning ascribed to it in Section 4.2 of this Circular | ||
"Shareholders" | : | Means: | ||
(a) | where the Depository is named in the Register of | |||
Members of the Company as the holder of Shares, a | ||||
Depositor in respect of the number of Shares standing | ||||
to the credit of his name in the Depository Register; and | ||||
(b) | in any other case, a person whose name appears on | |||
the Register of Members maintained by the Company | ||||
pursuant to Section 190 of the Companies Act and/or | ||||
any other applicable law | ||||
"Shares" | : | Ordinary shares in the capital of the Company | ||
"SPA" | : | The sale and purchase agreement dated 8 June 2021 entered | ||
into between the Vendors and Industry Park Pty Ltd (which has | ||||
nominated the Purchaser as substitute purchaser) in respect of |
the sale and purchase of the Sale Shares, as may be amended, modified and/or supplemented from time to time
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QAF Limited published this content on 06 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2021 00:11:07 UTC.
