SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
36
CORPORATE GOVERNANCE
REPORT
The aggregate value of interested person transactions (“IPTs”) during the reporting year was as follows:
Name of interested person
Aggregate value of all interested
person transactions conducted
during the financial year under
review (excluding transactions less
than S$100,000 and transactions
conducted under shareholders’
mandate pursuant to Rule 920)
Aggregate value of all interested
person transactions conducted
under shareholders’ mandate
pursuant to Rule 920 (excluding
transactions less than S$100,000)
FY2016
FY2015
FY2016
FY2015
Loan from Director
– Ho Kwok Wai
US$8,281,142
US$2,958,523
–
–
Loan from Director
– Mark Francis Bedingham
US$2,002,080
–
–
–
Mr Ho Kwok Wai is the Non-Executive Chairman and Controlling Shareholder of the Company who holds 64.53% of the
total issued and paid-up Shares (inclusive of both direct and deemed interests). Pursuant to a loan agreement dated 16
February 2015, Mr Ho Kwok Wai granted a loan of a total principal amount of US$10,000,000.00 to the Company at an
interest rate of 2.34% per annum, of which US$7,000,000.00 has been disbursed as at 11 February 2016. The maturity date
of the loan is the date falling 24 months from the date of the first disbursement of the loan. The interest rate for the loan
was agreed between the parties having regard to the applicable interest rate of 2.34% charged by United Overseas Bank
Limited, being the Company’s main banker, for a two-year working capital loan. The loan is unsecured.
Mr Mark Francis Bedingham is the Executive Director, President, CEO, and Shareholder of the Company who holds 3.08%
of the total issued and paid-up Shares (inclusive of both direct and deemed interests). Pursuant to a loan agreement
dated 14 January 2016, Mr Mark Francis Bedingham granted a loan of a total principal amount of US$2,000,000.00 to the
Company at an interest rate of 2.34% per annum, of which US$2,000,000.00 has been fully disbursed as at 11 February
2016. The maturity date of the loan is the date falling 24 months from the date of the first disbursement of the loan. The
interest rate for the loan was agreed between the parties having regard to the applicable interest rate of 2.34% charged
by United Overseas Bank Limited, being the Company’s main banker, for a two-year working capital loan. The loan is
unsecured.
Subsequent to 31 March 2016, the SGX-ST has granted its in-principal approval for the listing and quotation of up to
35,264,050 Debt Conversion Shares. Pursuant to the Debt Conversion Deeds, Mr Ho Kwok Wai and Mr Mark Francis
Bedingham have agreed to convert shareholders loans of US$9,073,732 for up to 35,264,050 new ordinary shares in the
capital of the Company at the issue price of S$0.36 per Debt Conversion Share.
The Company will be convening an extraordinary general meeting to seek Shareholders’ approval for the Proposed Debt
Conversion.
Subsequent to the Company’s announcement of the Proposed Debt Conversion on 11 February 2016, Mr Ho Kwok Wai
had at the Company’s request disbursed a further US$1,200,000.00 to the Company on 26 February 2016 at the same
interest rate and terms as provided in the aforesaid loan agreement, as the Company needed further funds for its
operations. The parties do not intend to convert the additional disbursement of US$1,200,000.00 into Shares.
The Company has not obtained a general mandate from shareholders for IPTs.
