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Fragrance Group Limited
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mike8057d
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24-Jan-2008 13:10
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wow..so much confusion on the English...maybe they should put it on a very very smple english |
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zhenxian
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24-Jan-2008 11:41
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Hi bulbideal, The offer is over. Please refer to the post below, its every 4 shares you have, you then get 1 bonus share. 
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bulbideal
Member |
24-Jan-2008 00:55
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Hi guys, Since for every 1 share, you get 4 share for this bonus. No wonder this stock drop to about 20% of $2++ Can i still able to enjoy this if i buy today, 24th Jan? |
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aidsa23
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04-Jan-2008 23:19
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Hi, I stand amended, it is 4 Bonus shares for every 1 held. Shares went up alot today, good profit everyone. |
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zhenxian
Senior |
04-Jan-2008 14:50
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Ahhh~~~ ok thanks guys:) i just sold off mine managed to get some kopi $$$ :) Thanks for sharing~!!!
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mike8057d
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04-Jan-2008 13:27
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yes...sorry for the new year "happy bonus" bubble. |
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OneSharer
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04-Jan-2008 13:19
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Zhenxian: Agreed w/ U on 4 bonus for 1 share. Sorry to burst your beautiful profit bubble. Usually when there are more shares in a company, other stuff get divided, too (eg profit). Therefore, share price will be affected, too. |
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noworry
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04-Jan-2008 10:30
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it basically means for every 4 lots, you will get 1 lot & not 1 lot you get 4 lots |
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mike8057d
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04-Jan-2008 10:26
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NTA per share before bonus issue = 32.9 cents NTA per share after bonus issue = 6.6 cents so, the share price will 20% of what is today. Sorry lah. |
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zhenxian
Senior |
04-Jan-2008 09:05
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take a look at this guys... Power lah~ haha |
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zhenxian
Senior |
04-Jan-2008 01:29
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For every one lot get 4 lots for free?? This will not affect the current share price like stock split right? Simple maths: Buy 1 lot at $2 = $2000 Sold 5 lots( 1lot plus the free 4 lots) at $2= $10k Profit= $10k mins $2k = $8k. Good money? or am i wrong somewhere?? (i didnt factor in the commission but really didnt matter much though..) |
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zhenxian
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03-Jan-2008 16:40
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FRAGRANCE GROUP LIMITED Company Registration No.: 200006656M PROPOSED FOUR-FOR-ONE BONUS ISSUE NOTICE OF BOOK CLOSURE DATE NOTICE IS HEREBY GIVEN THAT, subject to the approval of the Shareholders of the Bonus Issue at the Extraordinary General Meeting to be held on 18 January 2008 at 11 a.m. at Orchid Room, Level 2, Hotel Miramar (Singapore) 401 Havelock Road, Singapore 169631, the Share Transfer Books and Register of Shareholders of the Company will be closed at 5.00 p.m. on 24 January 2008 for the purpose of determining the entitlements of Shareholders to the Bonus Issue. Shareholders (whose Shares are deposited with Central Depository (Pte) Limited (?CDP?)) whose Securities Accounts with CDP are credited with Shares as at 5.00 p.m. on 24 January 2008 will be allotted Bonus Shares on the basis of the number of Shares standing to the credit of their Securities Accounts with CDP as at 5.00 p.m. on such date. Duly completed and stamped transfers in respect of Shares not registered in the name of CDP together with all relevant documents of title thereto received by the Company?s Share Registrar, Tricor Singapore Pte Ltd, 8 Cross Street #11-00, PWC Building, Singapore 048424, up to the close of business at 5.00 p.m. on 24 January 2008 will be registered to determine Shareholders? entitlements under the proposed Bonus Issue. By Order of the Board Koh Wee Meng Executive Chairman & CEO |
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zhenxian
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03-Jan-2008 14:36
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CIRCULAR DATED 2 January 2008 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Circular is issued by Fragrance Group Limited (the ?Company?). If you are in doubt about its contents or the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately. If you have sold all your shares in the capital of the Company, please forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or to the bank, stockbroker or agent through whom the sale was effected for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited (the ?SGX-ST) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. Fragrance Group Limited (Incorporated in the Republic of Singapore) (Company Registration No. 200006656M) CIRCULAR TO SHAREHOLDERS In relation to THE PROPOSED BONUS ISSUE OF UP TO 672,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY (?BONUS SHARES?) ON THE BASIS OF FOUR (4) BONUS SHARES CREDITED AS FULLY PAID FOR EVERY ONE (1) EXISTING SHARE HELD. IMPORTANT DATES AND TIMES Last date and time for lodgment of Proxy Form : 16 January 2008 at 11a.m. Date and time of Extraordinary General Meeting : 18 January 2008 at 11 a.m. Place of Extraordinary General Meeting : Orchid Room, Level 2, Hotel Miramar (Singapore) 401 Havelock Road, Singapore 169631 This page has been intentionally left blank. CONTENTS 3 Page DEFINITIONS??...................................................................................................................................4 LETTER TO SHAREHOLDERS 1. INTRODUCTION...........................................................................................................................6 2. RATIONALE FOR THE BONUS ISSUE ........................................................................................7 3. NO CAPITALISATION ...................................................................................................................7 4. FINANCIAL EFFECTS OF THE BONUS ISSUE...........................................................................7 5. APPROVALS.................................................................................................................................9 6. NOTICE OF BOOKS CLOSURE ...................................................................................................9 7. EXTRAORDINARY GENERAL MEETING ....................................................................................9 8. ACTION TO BE TAKEN BY SHAREHOLDERS............................................................................9 9. DIRECTORS? RECOMMENDATION .............................................................................................9 10. LITIGATION ............................................................................................................................... 10 11. DIRECTORS? RESPONSIBILITY STATEMENT......................................................................... 10 12. DOCUMENTS FOR INSPECTION ............................................................................................. 10 NOTICE OF EXTRAORDINARY GENERAL MEETING ...................................................................... 11 PROXY FORM ..................................................................................................................................... 13 DEFINITIONS 4 Except where the context otherwise requires, the following definitions apply throughout this Circular:- ?Bonus Issue? The proposed issue of up to 672,000,000 Bonus Shares to be credited as fully paid and allotted to Shareholders on the basis of four (4) Bonus Shares for every one (1) existing Share held by Shareholders, whose names appear on the register of members of the Company as at the Books Closure Date, fractions of a Bonus Share being disregarded ?Bonus Shares? Up to 672,000,000 new Shares to be issued pursuant to the Bonus Issue ?Books Closure Date? 5 p.m. on 24 January 2008, at which the share transfer books and register of members of the Company will be closed to determine Shareholders? entitlements under the Bonus Issue ?CDP? The Central Depository (Pte) Limited ?Companies Act? Companies Act, Chapter 50, of Republic of Singapore ?Company? or ?FGL? Fragrance Group Limited ?Directors? The directors of the Company as at the date of this Circular ?EGM? The Extraordinary General Meeting of the Company to be held on 18 January 2008 at 11 a.m. ?FY? Financial year ended or ending 31 December ?Group? The Company, its subsidiaries and associated companies ?Latest Practicable Date? 27 December 2007, being the latest practicable date prior to the printing of this Circular ?Market Day? A day on which the SGX-ST is open for securities trading ?Securities Account? A securities account maintained by a Depositor with CDP ?SGX-ST? Singapore Exchange Securities Trading Limited ?Shares? Ordinary shares in the capital of the Company ?Shareholders? Registered holders of the Shares, except that where the registered holder is CDP, the term ?Shareholders? shall, in relation to such Shares mean the Depositors in the Depository Register whose Securities Accounts are credited with Shares. Any reference to Shares held by Shareholders shall include Shares standing to the credit of the respective Shareholders? Securities Accounts ?S$? and ?Cents? Singapore dollars and cents respectively The terms ?Depositor? and ?Depository Register? shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. DEFINITIONS 5 Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined in the Companies Act, or any statutory modification thereof, and used in this Circular shall have the same meaning ascribed to it under the Companies Act or statutory modification, as the case may be. Any reference to a time of day in this Circular shall be a reference to Singapore time. LETTER TO SHAREHOLDERS 6 Fragrance Group Limited (Incorporated in the Republic of Singapore) (Company Registration No. 200006656M) Directors: Koh Wee Meng (Executive Chairman and CEO) Sim Mong Yeow (Executive Director) Lim Wan Looi (Non-Executive Director) Teo Cheng Kuang (Independent Director) Watt Kum Kuan (Independent Director) Tang Man (Independent Director) Registered Office: Fragrance Group Limited 101 Joo Chiat Road #01-01 Fragrance Centre Singapore 427395 2 January 2008 To: The Shareholders of Fragrance Group Limited Dear Sir/Madam 1. INTRODUCTION 1.1. On 23 November 2007, the Directors of the Company announced, that subject to the approvals of the SGX-ST and the Shareholders at an EGM to be convened, a proposed bonus issue of up to 672,000,0001 Bonus Shares to be credited as fully paid on the basis of four (4) Bonus Shares for every one (1) existing Share held in the capital of the Company by the Shareholders as at the Books Closure Date. Fractional entitlements will not be allotted to Shareholders but will be aggregated and disposed of in such manner as the Directors in their absolute discretion deem fit for the benefit of the Company. 1.2. The Bonus Shares, when allotted and issued, will rank pari passu in all respects with the existing ordinary shares in the capital of the Company, except that they shall not be entitled to such rights, allotments or distributions the record date of which falls before the date of allotment and issue of such Bonus Shares. 1.3. The purpose of this Circular is to provide information relating to, and to seek the approval of Shareholders for, the proposed Bonus Issue at the EGM to be held on 18 January 2008 at 11 a.m. a) Number of Shares issued and paid up as at the Latest Practicable Date 168,000,000 b) Number of outstanding Share options prior to the Latest Practicable Date - c) Total number of shares as at the Latest Practicable Date 168,000,000 d) Proposed Bonus Issue 672,000,000 The notice of the EGM is set out on page 11 of this Circular. LETTER TO SHAREHOLDERS 7 2. RATIONALE FOR THE BONUS ISSUE The Bonus Issue is intended to reward the Shareholders for their loyalty and continuing support. At the same time, it will augment the issued share capital base of the Company to reflect the growth and expansion of the Group?s business and increase the liquidity of the shares in the market and will make it more affordable. 3. NO CAPITALISATION The Companies (Amendment) Act 2005 (?the Companies (Amendment) Act?) was passed on 16 May 2005 and came into effect on 30 January 2006. Under the new section 62A of the Companies (Amendment) Act, the shares of a company have no par or nominal value whether the shares were issued before or after 30 January 2006. Section 22 of the Companies Act has also been amended, whereby the authorised share capital of a company has been abolished. The effect of the above provisions is that there is now no statutory limit on the issue of new shares and no minimum statutory issue price of new shares. The provisions in the Companies Act restricting the issue of shares at a discount to par value and the notion of share premium have accordingly been deleted. Any amount standing to the credit of the company?s share premium account and capital redemption reserve are now become part of the company?s share capital. The Directors have agreed to issue and allot the Bonus Shares at nil consideration without capitalisation of the Company?s issued capital and reserve. 4. FINANCIAL EFFECTS OF THE BONUS ISSUE 4.1. Assuming that the Bonus Issue had been completed on 31 December 2006, the financial effects of the Bonus Issue on the share capital, net tangible assets per Share, earnings per Share and gearing of the Group, based on the audited consolidated accounts of the Group for the financial year ended 31 December 2006 are summarized below for purposes of illustration:- (a) Share Capital No. of Shares Issued share capital before the Bonus Issue 168,000,000 Bonus Shares 672,000,000 Enlarged issued share capital after the Bonus Issue 840,000,000 (b) Net Tangible Assets (?NTA?) Group NTA as at 31 December 2006 (S$?000) S$55,378 NTA per Share (Before Bonus Issue)(Cents)(1) 32.9 NTA per Share (After Bonus Issue)(Cents)(2) 6.6 Notes:- (1) Based on 168,000,000 Shares before Bonus Issue (2) Based on 840,000,000 Shares after Bonus Issue LETTER TO SHAREHOLDERS 8 (c) Earnings per Share (?EPS?) Group Profit after tax and minority interests for financial year ended 31 December 2006 (S$?000) S$14,841 EPS (Before Bonus Issue)(Cents)(1) 8.8 EPS (After Bonus Issue)(Cents)(2) 1.8 Notes:- (1) Based on 168,000,000 Shares before Bonus Issue (2) Based on 840,000,000 Shares after Bonus Issue (d) Gearing The Total Borrowings of the Group and the consolidated Shareholders? Funds, based on the audited consolidated accounts of the Group as at 31 December 2006, stood at S$167,961,559 and S$55,377,946, respectively. The expression ?Total Borrowings? means the aggregate amount of liability arising from bank overdrafts and bank loans. The expression ?Shareholders? Funds? means the aggregate of the issued and paid up share capital and reserves of the Group. For the purpose of the calculation below, the expression ?Gearing? means the ratio of the Total Borrowings to Shareholders? Funds. Accordingly, the gearing of the Group as at 31 December 2006 was 3.03. The Bonus Issue will not have any effect on the gearing of the Group. (e) Dividends The Company?s dividend track record has been as follows:- Gross dividend amount Interim (S$?000) Final (S$?000) FY 2004 - 4,368 (paid) FY 2005 3,360 (paid) 6,384 (paid) FY 2006 1,260 (paid) 3,780 (paid) FY 2007 1,680 (paid) -(1) Note:- (1) As at the Latest Practicable Date, the Company has not declared final dividend for FY 2007. Final dividend for FY2007, if any, will be declared by the Company in due course and the Shareholders will be notified accordingly. Barring any unforeseen circumstances, the Directors are of the opinion that after the Bonus Issue, there will not be any significant difference in the total quantum of dividend payment. However, any intention to recommend future dividends will be subject to various factors such as the level of cash and retained earnings, our actual and projected financial performance, our projected levels of capital expenditure and other investment plans and other operational conditions of the Company?s businesses at the time of declaration of the proposed dividend, if any. LETTER TO SHAREHOLDERS 9 5. APPROVALS Approval in-principle for the listing and quotation of the Bonus Shares on the SGX Mainboard has been granted by the SGX-ST on 14 December 2007, subject to shareholder?s approval being obtained at an EGM to be convened by the Company. Such approval is not to be taken as an indication of the merits of the proposed Bonus Issue, Bonus Shares, the Company, its subsidiaries and securities. 6. NOTICE OF BOOKS CLOSURE NOTICE IS HEREBY GIVEN that, subject to the approval of the Shareholders for the Bonus Issue at the EGM to be held on 18 January 2008 at 11 a.m. the Share Transfer Books and Register of Shareholders of the Company will be closed at 5.00 p.m. on 24 January 2008 for the purpose of determining the entitlements of Shareholders to the Bonus Issue. Shareholders (whose Shares are deposited with CDP) whose Securities Accounts with CDP are credited with Shares as at 5.00 p.m. on 24 January 2008 will be allotted Bonus Shares on the basis of the number of Shares standing to the credit of their Securities Accounts with CDP as at 5.00 p.m. on such date. Duly completed and stamped transfers in respect of Shares not registered in the name of CDP together with all relevant documents of title thereto received by the Company?s Share Registrar, Tricor Singapore Pte Ltd, 8 Cross Street #11-00, PWC Building, Singapore 048424, up to the close of business at 5.00 p.m. on 24 January 2008 will be registered to determine Shareholders? entitlements under the proposed Bonus Issue. 7. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 11 of this Circular, will be held at Orchid Room, Level 2, Hotel Miramar (Singapore) 401 Havelock Road, Singapore 169631on 18 January 2008 at 11 a.m.. for the purpose of considering and, if though fit, passing with or without any modifications, the Ordinary Resolution set out in the Notice of EGM. 8. ACTION TO BE TAKEN BY SHAREHOLDERS If you are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on your behalf, you should complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to arrive at the registered office of the Company at 101 Joo Chiat Road, #01-01 Fragrance Centre, Singapore 427395, not less than 48 hours before the time fixed for the EGM. Your completion and return of a Proxy Form does not preclude you from attending and voting in person at the EGM if you wish to do so. 9. DIRECTORS? RECOMMENDATION The Directors, having considered the rationale for the proposed Bonus Issue, are of the opinion that the proposed Bonus Issue is in the best interests of the Company and its Shareholders. The Directors accordingly recommend that Shareholders vote in favour of the Ordinary Resolution at the EGM. LETTER TO SHAREHOLDERS 10 10. LITIGATION As at the Latest Practicable Date, the Directors are not aware of any litigation, claims or proceedings pending or threatened against the Company or any of its subsidiaries or any facts likely to give rise to any litigation, claims or proceedings which may have or have had a material adverse effect on the financial position of the Company or its subsidiaries. 11. DIRECTORS? RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no material facts the omission of which would make any statement in this Circular misleading. 12. DOCUMENTS FOR INSPECTION The following documents are available for inspection at the registered office of the Company during normal business hours from the date hereof up to and including the date of the EGM:- (a) Memorandum and Articles of Association of the Company; and (b) The audited consolidated financial statements of the Company and of the Group for the financial year ended 31 December 2006. By order of the Board, Koh Wee Meng Executive Chairman& Chief Executive Officer for and on behalf of the Board of Directors of Fragrance Group Limited NOTICE OF EXTRAORDINARY GENERAL MEETING 11 Fragrance Group Limited (Incorporated in the Republic of Singapore) (Company Registration No. 200006656M) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Fragrance Group Limited (the ?Company?) will be held at Orchid Room, Level 2, Hotel Miramar (Singapore) 401 Havelock Road, Singapore 169631 on 18 January 2008 at 11 a.m., for the purpose of considering and, if thought fit, passing with or without any modifications, the following resolution which will be proposed as ?Ordinary Resolution?:- ?ORDINARY RESOLUTION?:- Bonus Issue 1. That the bonus issue (the ?Bonus Issue?) of up to 672,000,000 new ordinary shares in the capital of the Company (the ?Bonus Shares?), such Bonus Shares to be allotted and issued at nil consideration, credited as fully paid, on the basis of four (4) Bonus Shares for every one (1) existing ordinary share in the capital of the Company (the ?Shares?) held by persons who, as at 5.00 p.m. on 24 January 2008, are holders of Shares in the Company (the ?Shareholders?), with fractional entitlements to be disregarded and disposed of in such manner as the Directors in their absolute discretion deem fit for the benefit of the Company, be approved. BY ORDER OF THE BOARD Koh Wee Meng Executive Chairman & Chief Executive Officer for and on behalf of the Board of Directors of Fragrance Group Limited Notes: 1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend and vote in his stead. Such proxy need not be a member of the Company. 2. The instrument appointing a proxy must be deposited at the registered office of the Company not less than 48 hours before the time for holding the Extraordinary General Meeting. 12 This page has been intentionally left blank. PROXY FORM 13 Fragrance Group Limited (Incorporated in the Republic of Singapore) (Company Registration No. 200006656M) IMPORTANT: 1. For investors who have used their CPF moneys to buy shares in the capital of Fragrance Group Limited, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. EXTRAORDINARY GENERAL MEETING ? PROXY FORM I/We (Name) _______________________________________________________________________ of (Address) ____________________________________________________________________________ being member/members of Fragrance Group Limited (the ?Company?), hereby appoint:- Name Address NRIC/Passport Number Proportion of Shareholdings (%) and/or (delete as appropriate) Name Address NRIC/Passport Number Proportion of Shareholdings (%) as my proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Extraordinary General Meeting of the Company to be held on 18 January 2008 at 11 a.m., at Orchid Room, Level 2, Hotel Miramar (Singapore) 401 Havelock Road, Singapore 169631 and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he /they will on any other matter arising at the meeting. ORDINARY RESOLUTION FOR AGAINST 1. To approve the Bonus Issue (Please indicate with a cross (X) in the spaces provided whether you wish your vote(s) to be cast for or against the Ordinary Resolution as set out in the Notice of Extraordinary General Meeting. In the absence of specific directions, your proxy/proxies will vote or abstain from voting as he/they may think fit, as he/they will on any other matters arising at the Extraordinary General Meeting.) Dated this day of 2008 Number of Shares held _____________________________________ Signature(s) of Member(s) or Common Seal ! PROXY FORM 14 Notes:- 1. Please insert the total number of shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members of the Company, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attended and vote in his stead. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholders (expressed as a percentage of the whole) to be represented by each proxy. 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 101 Joo Chiat Road, #01-01 Fragrance Centre, Singapore 427395 not less than 48 hours before the time appointed for the Extraordinary General Meeting. 5. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Extraordinary General Meeting in accordance with section 179 of the Companies Act, Chapter 50 of Singapore. 7. The company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointer are not ascertainable from the instruments of the appointer specified in the instrument appointing a proxy or proxies. In addition, in the case of members whose Shares are entered against their names in the Depository Register, the Company may reject any instrument of proxy lodged if such member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting as certified by The Central Depository (Pte) Limited to the Company. 15 This page has been intentionally left blank. Printed by Xpress Print Pte Ltd (65) 6880 2828 |
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