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