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Change - Announcement Of Cessation Of Non-Executive Director
BackOct 22, 2018
| Announcement Title | Change - Announcement of Cessation |
| Date & Time of Broadcast | Oct 22, 2018 19:31 |
| Status | New |
| Announcement Sub Title | Announcement of Cessation of Non-Executive Director |
| Announcement Reference | SG181022OTHRUJJK |
| Submitted By (Co./ Ind. Name) | Adrian Chui |
| Designation | CEO & Executive Director |
| Description (Please provide a detailed description of the event in the box below) | Cessation of Mr Akihiro Noguchi as Non-Executive Director of ESR Funds Management (S) Limited |
| Additional Details | |
| Name Of Person | Akihiro Noguchi |
| Age | 41 |
| Is effective date of cessation known? | Yes |
| If yes, please provide the date | 22/10/2018 |
| Detailed Reason (s) for cessation | In connection with the merger of ESR-REIT and Viva Industrial Trust ( VIT ) by way of a Scheme of Arrangement, the ESR-REIT Manager has executed a put and call option agreement with, inter alia, Viva Investment Management Pte. Ltd. ( VIM ) as vendor, to acquire all of the issued shares of the VIT Manager, Viva Industrial Trust Management Limited Pte. Ltd. ( VITM ), held by VIM (the VIT Manager Transaction ). As a result of the above VIT Manager Transaction, the resulting shareholding of the ESR-REIT Manager will be ESR Investment Management Pte. Ltd. ( ESR-IM )(67.3%), Shanghai Summit Pte. Ltd. ( SSPL )(25.0%) and Mitsui &Co., Ltd ( Mitsui )(7.7%). As part of the terms of the new Shareholders Agreement entered into between ESR-IM, SSPL and Mitsui, Mr Akihiro Noguchi is required to tender his resignation as Director of ESR Funds Management (S) Limited. |
| Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting? | No |
| Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer? | No |
| Any other relevant information to be provided to shareholders of the listed issuer? | No |
| Date of Appointment to current position | 09/06/2014 |
| Does the AC have a minimum of 3 members (taking into account this cessation)? | Yes |
| Number of Independent Directors currently resident in Singapore (taking into account this cessation) | 2 |
| Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months | 1 |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive Director |
| Role and responsibilities | Board Member |
| Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries | Nil |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| Past (for the last 5 years) | Challenger Emerging Market Infrastructure Fund Pte. Ltd. |
| Present | Nil |