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MENCAST HOLDINGS LTD. — Proxy Solicitation & Information Statement 2025
Aug 29, 2025
67759_rns_2025-08-28_b8948a66-b0c6-4d68-b8b3-8366265c2640.pdf
Proxy Solicitation & Information Statement
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MENCAST HOLDINGS LTD.
(Incorporated in the Republic of Singapore)
(Company Registration No. 200802235C)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“ EGM ”) of Mencast Holdings Ltd. (the “ Company ”) will be held at 42B Penjuru Road, Level 2 Auditorium, Singapore 609163 on 15 September 2025 at 3.00 p.m. (Singapore time) for the purpose of considering, and if thought fit, passing with or without modifications, the following resolution as ordinary resolution:
All capitalised terms used in this Notice of EGM which are not defined herein shall, unless the context otherwise requires, have the same meanings ascribed to them in the circular issued by the Company to the Shareholders dated 29 August 2025 (the “ Circular ”).
ORDINARY RESOLUTION – PROPOSED DIVERSIFICATION OF THE BUSINESS OF THE GROUP TO INCLUDE THE NEW BUSINESSES
That:
- (a) approval be and is hereby given for the Group to diversify its business and expand its Existing Core Business to include the New Businesses (the “ Proposed Diversification ”);
(b) approval be and is hereby given to the Company and the Group to invest in, purchase or otherwise acquire or dispose of, from time to time, any such assets, investments and shares/interests in any entity that is in the New Businesses on such investment, purchase, acquisition or disposal on such terms and conditions as the Directors deem fit, and approval be and is hereby given to such Directors to take such steps and exercise such discretion and do all acts or things as they deem desirable, necessary or expedient or to give effect to any such investment, purchase, acquisition or disposal; and
(c) the Directors and any one of them be and are hereby authorised to enter into all such transactions, arrangements and agreements and including without limitation, approve, execute and deliver all documents and do all such acts and things as they or any one of them deem desirable, necessary, incidental or expedient to give effect to the approvals given in this Ordinary Resolution or the transactions contemplated by the Proposed Diversification as they or each of them may in their or each of their absolute discretion deem fit in the interests of the Company.
By Order of the Board
MENCAST HOLDINGS LTD.
Sim Soon Ngee Glenndle Executive Chairman and Chief Executive Officer 29 August 2025
Notes:
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The members of the Company (“ Members ”) are invited to attend the EGM in person. There will be no option for Members to participate virtually.
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EGM documents Printed copies of the Circular, this Notice of EGM and the accompanying Proxy Form will be sent to Members by post. The Circular, this Notice of EGM and accompanying Proxy Form will also be made available on the website of SGX-ST at the URL https://www.sgx.com/securities/company-announcements and the Company’s corporate website at the URL https://www.mencast.com.sg/. A member will need an internet browser and PDF reader to view these documents.
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Members’ questions and answers
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Members and duly appointed proxy or proxies will be able to ask questions relating to the resolution(s) to be tabled for approval, at the EGM itself.
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Alternatively, Members may submit substantial and relevant questions relating to the resolution(s) to be tabled for approval at the EGM up till 5 September 2025 at 3.00 p.m. , being at least seven (7) calendar days from the date of this Notice of EGM (the “ Cut-off Time ”) either: (a) via post to Company’s registered office at 42E Penjuru Road, Mencast Central, Singapore 609161; or (b) via electronic mail at [email protected]. Members who submit questions in advance of the EGM should provide their full name, address, contact number, email and the manner in which they hold Shares (if you hold Shares directly, please provide your account number with CDP; otherwise, please state if you hold your Shares through CPF or SRS or other Relevant Intermediary), for our verification purposes.
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The Company will endeavour to address all substantial and relevant questions relating to the agenda of the EGM:
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(a) (if received by the Cut-off Time) by 10 September 2025 after trading hours, via an announcement on SGXNET and the Company’s corporate website at https:// www.mencast.com.sg/; or
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(b) (if received after the Cut-off Time), during the EGM. Where there are substantially similar questions, the Company may consolidate such questions and consequently not all questions may be individually addressed.
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The Company will, within one (1) month after the date of the EGM, publish the minutes of the EGM (including its responses to substantial and relevant questions from Members addressed during the EGM) on SGXNET and the Company’s corporate website at https://www.mencast.com.sg/.
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- Voting
Where a Member (whether individual or corporate) who is not a Relevant Intermediary (as defined below) is entitled to appoint not more than two (2) proxies, the appointments shall be invalid unless such Member specifies the number of Shares to be represented by each proxy. Please note that proxy will be given the same rights as Member. A Member, who is a Relevant Intermediary, is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Member. Where such Member’s instrument appointing a proxy(ies) appoints more than two (2) proxies, the number and class of Shares is held in relation to which each proxy has been appointed must be specified in the instrument appointing a proxy(ies). “ Relevant Intermediary ” means:
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(a) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
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(b) a person holding a capital markets services license to provide custodial services for securities under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or
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(c) the CPF Board established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under the Central Provident Fund Act 1953 of Singapore providing for the making of investments from the contributions and interest standing to the credit of members of the CPF, if the CPF Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
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A proxy need not be a member of the Company.
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Investors holding shares under the Central Provident Fund Investment Schemes members (“ CPF Investors ”) and/or Supplementary Retirement Scheme investors (“ SRS Investors ”) should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least seven (7) working days before the EGM (i.e. by 3.00 p.m. on 4 September 2025 ). CPF Investors or SRS Investors should contact their respective CPF Agent Banks or SRS Operators for any queries they may have with regard to the appointment of proxy(ies) for the EGM.
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Members who wish to exercise their voting rights at the EGM may:
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(a) (where the Member is an individual) attend and vote at the EGM; or
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(b) (where the Member is an individual or a corporate) appoint a proxy(ies) to vote on their behalf. The instrument appointing a proxy(ies), duly completed and signed, must be submitted to the Company in the following manner:
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(a) if submitted by post, be lodged at registered office of the Company at 42E Penjuru Road, Mencast Central, Singapore 609161; or (b) if submitted electronically, be submitted via email at [email protected], in either case, by no later than 3.00 p.m. on 13 September 2025 (being not less than forty-eight (48) hours before the time appointed for the EGM). The accompanying Proxy Form for the EGM may be accessed via the Company’s corporate website at https://www.mencast.com.sg/, and will also be made available on the SGX website at https://www.sgx.com/securities/company-announcements. Members are strongly encouraged to submit completed Proxy Forms electronically via email. A Member can appoint the Chairman of the Meeting as his/ her/ its proxy, but this is not mandatory.
If a Member wishes to appoint the Chairman of the EGM as proxy, such Member (whether individual or corporate) must give specific instructions as to voting for, voting against, or abstentions from voting on, each resolution in the instrument appointing the Chairman of the EGM as proxy. If no specific direction as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, or submitting any question prior to the EGM in accordance with this Notice of EGM, a Member of the Company (i) consents to the collection, use and disclosure of the Member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), the addressing of substantial and relevant questions relating to the resolution(s) to be tabled for approval at the EGM from Members received prior to and/or at the EGM and if necessary, the following up with Members in relation to such questions, and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”), (ii) warrants that where the Member discloses the personal data of the Member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the Member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Member’s breach of warranty.
This Notice of EGM has been reviewed by the Company’s Sponsor, SAC Capital Private Limited (the “ Sponsor ”). This Notice of EGM has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) and the SGX-ST assumes no responsibility for the contents of this Notice of EGM, including the correctness of any of the statements or opinions made or reports contained in this Notice of EGM.
The contact person for the Sponsor is Ms Lim Qi Fang (Telephone: (65) 6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.