DEFINITIONS
The following definitions shall apply throughout this Circular unless the context requires otherwise:
AGM
: Annual General Meeting
API
: Asia Pacific Investments Pte Ltd, Person Connected to GAPL
Board
: Board of Directors of the Company
Bursa Securities
: Bursa Malaysia Securities Berhad (635998-W)
Circular
: This Circular dated 3 November 2015 to shareholders of Guinness Anchor
Berhad
on Proposed Shareholders’ Mandate
Diageo
: Diageo Plc, Person Connected to GAPL
Diageo Group
: Diageo Plc and its subsidiaries and associated companies, collectively
Director(s)
: Shall have the meaning given in Section 2(1) of the Capital Markets and
Services Act 2007 and for the purposes of the Proposed Shareholders’
Mandate, shall include any person who is or was within the preceding 6
months of the date on which the terms of the transaction were agreed upon,
a director of the Company or any of its subsidiaries or holding company or
a chief executive of the Company, its subsidiary or holding company
GAB or the Company
: Guinness Anchor Berhad (5350-X)
GAPL
: GAPL Pte Ltd, a Major Shareholder of the Company holding 51% equity
interest in the Company as of 9 October 2015.
the Group
: GAB and its subsidiaries
HAPPL
:
Heineken Asia Pacific Pte. Ltd., Person Connected to GAPL
Heineken
: Heineken N.V., Person Connected to GAPL
Heineken Group
: Heineken N.V. and its subsidiaries and associated companies, collectively
Heineken International : Heineken International B.V., Person Connected to GAPL
Listing Requirements
: Main Market Listing Requirements of Bursa Securities and practice notes
issued thereunder including any amendments thereto that may be made
from time to time.
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.
