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DEFINITIONS (cont’d)
Major
Shareholder(s)
: A person who, within the preceding six (6) months of the date on which
the terms of the transaction were agreed upon, has an interest or interests
in one or more voting shares in GAB (or any other corporation which is a
subsidiary) 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 Companies Act, 1965
Person(s)
Connected
: In relation to a Director or Major Shareholder, means such person(s) who
fall(s) under any one of the following categories:
i) a member of the Director’s or Major Shareholder’s family, which
family shall have the meaning given in Section 122A of the Companies
Act, 1965;
ii) a trustee of a trust (other than a trustee for an employee share option
scheme or pension scheme) under which theDirector,Major Shareholder
or a member of the Director’s or Major Shareholder’s family is the sole
beneficiary;
iii) a partner of the Director, Major Shareholder or a partner of a Person
Connected with that Director or Major Shareholder;
iv) a person who is accustomed or under an obligation, whether formal or
informal, to act in accordance with the directions, instructions or wishes
of the Director or Major Shareholder;
v) a person in accordance with whose directions, instructions or wishes the
Director or Major Shareholder is accustomed or is under an obligation,
whether formal or informal, to act;
vi) a body corporate or its Directors which/who is/are accustomed or under
an obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of the Director or Major Shareholder;
vii) a body corporate or its Directors whose directions, instructions or wishes
the Director or Major Shareholder is accustomed or under an obligation,
whether formal or informal, to act;
viii) a body corporate inwhich the Director, Major Shareholder and/or Persons
Connected with him are entitled to exercise, or control the exercise of,
not less than 15% of the votes attached to voting shares in the body
corporate; or
ix) a body corporate which is a related corporation