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					CIRCULAR DATED 9 JULY 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold your ordinary shares in the capital of Yellow Pages (Singapore) Limited (the “Company”),
you should immediately forward this Circular and the Proxy Form attached to this Circular to the
purchaser or to the stockbroker or other agent through whom the sale was effected for onward
transmission to the purchaser.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any
statements made or opinions expressed in this Circular.




                      YELLOW PAGES (SINGAPORE) LIMITED
                                   (Incorporated in the Republic of Singapore)
                                  Company Registration Number: 200304719G




                                 CIRCULAR TO SHAREHOLDERS

                                            IN RELATION TO

                        THE PROPOSED SHARE PURCHASE MANDATE




IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form       :       23 July 2008 at 9.45 a.m.

Date and time of Extraordinary General Meeting       :       25 July 2008 at 9.45 a.m. (or so soon thereafter
                                                             following the conclusion or adjournment of the
                                                             5th Annual General Meeting of the Company to
                                                             be held at 9.30 a.m. on the same day and at the
                                                             same place)

Place of Extraordinary General Meeting               :       Jewel Room, Level 3
                                                             Park Hotel Orchard
                                                             270 Orchard Road
                                                             Singapore 238857
                                                                    CONTENTS

                                                                                                                                                         Page

DEFINITIONS ......................................................................................................................................          3

LETTER TO SHAREHOLDERS ..........................................................................................................                           5

1.       Introduction ................................................................................................................................      5

2.       The Proposed Share Purchase Mandate ..................................................................................                             5

3.       Directors’ and Substantial Shareholders’ Interests ....................................................................                           18

4.       Directors’ Recommendations ....................................................................................................                   19

5.       Extraordinary General Meeting ..................................................................................................                  19

6.       Action to be taken by Shareholders ..........................................................................................                     19

7.       Inspection of Documents............................................................................................................               20

8.       Directors’ Responsibility Statement............................................................................................                   20

NOTICE OF EXTRAORDINARY GENERAL MEETING......................................................................                                              21

PROXY FORM




                                                                               2
                                              DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

“CDP”                                  :      The Central Depository (Pte) Limited.

“Companies Act”                        :      The Companies Act, Chapter 50 of Singapore.

“Company”                              :      Yellow Pages (Singapore) Limited.

“Directors”                            :      The directors of the Company for the time being.

“EGM”                                  :      The extraordinary general meeting of the Company, notice of
                                              which is given on pages 21 to 22 of this Circular.

“Group”                                :      The Company and its subsidiaries.

“Latest Practicable Date”              :      The latest practicable date prior to the printing of this
                                              Circular, being 23 June 2008.

“Listing Manual”                       :      The listing manual of the SGX-ST, including any
                                              amendments made thereto up to the Latest Practicable Date.

“Market Day”                           :      A day on which the SGX-ST is open for trading in securities.

“Market Purchase”                      :      An on-market purchase of Shares by the Company effected
                                              on the SGX-ST, or on any other stock exchange on which
                                              the Shares may for the time being be listed and quoted,
                                              through one or more duly licensed dealers appointed by the
                                              Company for the purpose.

“Maximum Price”                        :      The maximum price to be paid for the Shares as determined
                                              by the Directors under paragraph 2.3.4 of the Letter to
                                              Shareholders contained in this Circular.

“Off-Market Purchase”                  :      An off-market purchase of Shares by the Company effected
                                              otherwise than on a stock exchange, in accordance with an
                                              equal access scheme.

“SGX-ST”                               :      Singapore Exchange Securities Trading Limited.

“Share Purchase Mandate”               :      The mandate to enable the Company to purchase or
                                              otherwise acquire its issued Shares.

“Shareholders”                         :      Registered holders of Shares except that where the
                                              registered holder is CDP, the term “Shareholders” shall, in
                                              relation to such Shares and where the context admits, mean
                                              the Depositors whose securities accounts are credited with
                                              Shares.

“Shares”                               :      Ordinary shares in the capital of the Company.

“SIC”                                  :      Securities Industry Council of Singapore

“Take-over Code”                       :      The Singapore Code on Take-overs and Mergers.

“S$”, “$” and “cents”                  :      Singapore dollars and cents, respectively.

“%” or “per cent.”                     :      Per centum or percentage.



                                                      3
                                            DEFINITIONS

The terms “Depositor”, “Depository” and “Depository Register” shall have the meanings ascribed to
them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. References to
persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof
and not otherwise defined in this Circular shall have the same meaning assigned to it under the
Companies Act or any statutory modification thereof, as the case may be.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this
Circular.

Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise
stated.

Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due
to rounding.




                                                    4
                                 LETTER TO SHAREHOLDERS

                      YELLOW PAGES (SINGAPORE) LIMITED
                                   (Incorporated in the Republic of Singapore)
                                  Company Registration Number: 200304719G



Directors:                                                                       Registered Office:
Victor Ang                                                                       1 Lorong 2 Toa Payoh
N. Simon Meers                                                                   Yellow Pages Building
Ng Tiong Gee                                                                     Singapore 319637
Pang Yoke Min
Professor Tan Cheng Han
Stanley Tan Poh Leng
Andrew Tay Gim Chuan


                                                                                 9 July 2008

To:   The Shareholders of
      Yellow Pages (Singapore) Limited

Dear Sir/Madam

1.    INTRODUCTION
1.1   EGM. The Directors are convening an EGM to be held on 25 July 2008 to seek Shareholders’
      approval for the proposed Share Purchase Mandate.

1.2   Circular. The purpose of this Circular is to provide Shareholders with information relating to the
      proposal to be tabled at the EGM.

2.    THE PROPOSED SHARE PURCHASE MANDATE
2.1   Approval. Approval is being sought from Shareholders at the EGM for the Share Purchase
      Mandate to be given to the Directors for the purchase or acquisition by the Company of its issued
      Shares. If approved by the Shareholders at the EGM, the authority conferred by the Share
      Purchase Mandate will continue in force until the next Annual General Meeting of the Company.

2.2   Rationale for the Share Purchase Mandate. The rationale for the Company to undertake the
      purchase or acquisition of its Shares is as follows:

      (a)   In managing the business of the Group, management strives to increase shareholders’ value
            by improving, inter alia, the return on equity of the Group. Share purchases are one of the
            ways through which the return on equity of the Group may be enhanced.

      (b)   The Share Purchase Mandate is an expedient, effective and cost-efficient way for the
            Company to return surplus cash which is in excess of the financial and possible investment
            needs of the Group to Shareholders. In addition, the Share Purchase Mandate will allow the
            Company to have greater flexibility over, inter alia, the Company’s share capital structure and
            its dividend policy.

      (c)   Share repurchase programmes help buffer short-term share price volatility and off-set the
            effects of short-term speculators and investors and, in turn, bolster shareholder confidence
            and employee morale.

      (d)   Repurchased Shares which are held in treasury may be transferred for the purposes of or
            pursuant to employees’ share schemes implemented by the Company.




                                                       5
                                  LETTER TO SHAREHOLDERS

      The approval of the Share Purchase Mandate authorising the Company to purchase or acquire its
      Shares would give the Company the flexibility to undertake share purchases or acquisitions at any
      time, subject to market conditions, during the period when the Share Purchase Mandate is in force.

      While the Share Purchase Mandate would authorise a purchase or acquisition of Shares up to the
      10% limit described in paragraph 2.3.1 below, it should be noted that purchases or acquisitions of
      Shares pursuant to the Share Purchase Mandate may not be carried out to the full 10% limit as
      authorised, and no purchases or acquisitions of Shares would be made in circumstances which
      would have or may have a material adverse effect on the financial position of the Company.

2.3   Authority and Limits of the Share Purchase Mandate. The authority and limitations placed on
      the Share Purchase Mandate are summarised below:

      2.3.1 Maximum Number of Shares
            The total number of Shares which may be purchased or acquired by the Company pursuant
            to the Share Purchase Mandate is limited to that number of Shares representing not more
            than 10% of the total number of issued Shares of the Company as at the date of the EGM.

            Purely for illustrative purposes, on the basis of 158,065,000 Shares in issue as at   the Latest
            Practicable Date, and assuming no further Shares are issued on or prior to the        EGM, not
            more than 15,806,500 Shares (representing 10% of the Shares in issue as at that       date) may
            be purchased or acquired by the Company pursuant to the proposed Share                Purchase
            Mandate.

      2.3.2 Duration of Authority
            Purchases or acquisitions of Shares may be made, at any time and from time to time, on
            and from the date of the EGM, at which the Share Purchase Mandate is approved, up to:

            (a)    the date on which the next Annual General Meeting of the Company is held or
                   required by law to be held; or

            (b)    the date on which the authority conferred by the Share Purchase Mandate is revoked
                   or varied,

            whichever is the earlier.

      2.3.3 Manner of Purchases or Acquisitions of Shares
            Purchases or acquisitions of Shares may be made by way of:

            (a)    Market Purchases; and/or

            (b)    Off-Market Purchases.

            The Directors may impose such terms and conditions which are not inconsistent with the
            Share Purchase Mandate, the Listing Manual and the Companies Act as they consider fit in
            the interests of the Company in connection with or in relation to any equal access scheme or
            schemes. An Off-Market Purchase must, however, satisfy all the following conditions:

            (i)    offers for the purchase or acquisition of Shares shall be made to every person who
                   holds Shares to purchase or acquire the same percentage of their Shares;

            (ii)   all of those persons shall be given a reasonable opportunity to accept the offers made;
                   and




                                                    6
                                   LETTER TO SHAREHOLDERS

            (iii)   the terms of all the offers shall be the same, except that there shall be disregarded (1)
                    differences in consideration attributable to the fact that offers may relate to Shares with
                    different accrued dividend entitlements, and (2) differences in the offers introduced
                    solely to ensure that each person is left with a whole number of Shares.

            If the Company wishes to make an Off-Market Purchase in accordance with an equal access
            scheme, it will issue an offer document containing at least the following information:

            (1)     terms and conditions of the offer;

            (2)     period and procedures for acceptances; and

            (3)     information required under Rule 883(2), (3), (4) and (5) of the Listing Manual.

      2.3.4 Purchase Price
            The purchase price (excluding brokerage, commission, applicable goods and services tax
            and other related expenses) to be paid for a Share will be determined by the Directors. The
            Maximum Price to be paid for the Shares as determined by the Directors must not exceed:

            (a)     in the case of a Market Purchase, 105% of the Average Closing Price of the Shares;
                    and

            (b)     in the case of an Off-Market Purchase, 110% of the Average Closing Price of the
                    Shares,

            in either case, excluding related expenses of the purchase or acquisition.

            For the above purposes:

            “Average Closing Price” means the average of the last dealt prices of a Share for the five
            consecutive Market Days on which the Shares are transacted on the SGX-ST or, as the case
            may be, such stock exchange on which the Shares are listed or quoted, immediately
            preceding the date of the Market Purchase by the Company or, as the case may be, the date
            of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted
            in accordance with the listing rules of the SGX-ST for any corporate action which occurs
            after the relevant five-day period; and

            “Date of the making of the offer” means the date on which the Company announces its
            intention to make an offer for an Off-Market Purchase, stating therein the purchase price
            (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on
            the foregoing basis) for each Share and the relevant terms of the equal access scheme for
            effecting the Off-Market Purchase.

2.4   Source of Funds. Under the Companies Act, the Company may purchase or acquire its Shares
      out of its profits and/or capital so long as the Company is solvent.

      The Company intends to use internal and external sources of funds to finance its purchase or
      acquisition of Shares. The Directors do not propose to exercise the Share Purchase Mandate in a
      manner and to such extent that the Group’s working capital requirements, current dividend policy
      for the financial year ending 31 March 2009 and ability to service its debts would be adversely
      affected.

2.5   Status of Purchased Shares. Shares purchased or acquired by the Company are deemed
      cancelled immediately on purchase or acquisition (and all rights and privileges attached to those
      Shares will expire on such cancellation) unless such Shares are held by the Company as treasury
      shares. The total number of issued Shares will be diminished by the number of Shares purchased
      or acquired by the Company and which are not held as treasury shares.



                                                         7
                                 LETTER TO SHAREHOLDERS

2.6   Treasury Shares. Under the Companies Act, Shares purchased or acquired by the Company may
      be held or dealt with as treasury shares. Some of the provisions on treasury shares under the
      Companies Act are summarised below:

      2.6.1 Maximum Holdings
            The number of Shares held as treasury shares cannot at any time exceed 10% of the total
            number of issued Shares.

      2.6.2 Voting and Other Rights
            The Company cannot exercise any right in respect of treasury shares. In particular, the
            Company cannot exercise any right to attend or vote at meetings and for the purposes of the
            Companies Act, the Company shall be treated as having no right to vote and the treasury
            shares shall be treated as having no voting rights.

            In addition, no dividend may be paid, and no other distribution of the Company’s assets may
            be made, to the Company in respect of treasury shares. However, the allotment of shares as
            fully paid bonus shares in respect of treasury shares is allowed. A subdivision or
            consolidation of any treasury share into treasury shares of a smaller amount is also allowed
            so long as the total value of the treasury shares after the subdivision or consolidation is the
            same as before.

      2.6.3 Disposal and Cancellation
            Where Shares are held as treasury shares, the Company may at any time (but subject
            always to the Take-over Code):

            (a)   sell the treasury shares for cash;

            (b)   transfer the treasury shares for the purposes of or pursuant to an employees’ share
                  scheme;

            (c)   transfer the treasury shares as consideration for the acquisition of shares in or assets
                  of another company or assets of a person;

            (d)   cancel the treasury shares; or

            (e)   sell, transfer or otherwise use the treasury shares for such other purposes as may be
                  prescribed by the Minister for Finance.

            In addition, under the Listing Manual, an immediate announcement must be made of any
            sale, transfer, cancellation and/or use of treasury shares. Such announcement must include
            details such as the date of the sale, transfer, cancellation and/or use of such treasury
            shares, the purpose of such sale, transfer, cancellation and/or use of such treasury shares,
            the number of treasury shares which have been sold, transferred, cancelled and/or used, the
            number of treasury shares before and after such sale, transfer, cancellation and/or use, the
            percentage of the number of treasury shares against the total number of issued shares (of
            the same class as the treasury shares) which are listed before and after such sale, transfer,
            cancellation and/or use and the value of the treasury shares if they are used for a sale or
            transfer, or cancelled.

2.7   Financial Effects. The financial effects on the Company and the Group arising from purchases or
      acquisitions of Shares which may be made pursuant to the Share Purchase Mandate will depend
      on, inter alia, whether the Shares are purchased or acquired out of profits and/or capital of the
      Company, the number of Shares purchased or acquired, the price paid for such Shares and
      whether the Shares purchased or acquired are held in treasury or cancelled.

      Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out
      of the Company’s profits and/or capital so long as the Company is solvent.

                                                       8
                           LETTER TO SHAREHOLDERS

Where the consideration paid by the Company for the purchase or acquisition of Shares is made
out of profits, such consideration (excluding brokerage, commission, goods and services tax and
other related expenses) will correspondingly reduce the amount available for the distribution of
cash dividends by the Company.

Where the consideration paid by the Company for the purchase or acquisition of Shares is made
out of capital, the amount available for the distribution of cash dividends by the Company will not
be reduced.

The financial effects on the Company and the Group, based on the audited financial statements of
the Company and the Group for the financial year ended 31 March 2008, are based on the
assumptions set out below.

2.7.1 Number of Shares Acquired or Purchased
      Purely for illustrative purposes on the basis of 158,065,000 Shares in issue as at the Latest
      Practicable Date and assuming no further Shares are issued on or prior to the EGM, the
      purchase by the Company of 10% of its issued Shares will result in the purchase or
      acquisition of 15,806,500 Shares.

2.7.2 Maximum Price Paid for Shares Acquired or Purchased
      In the case of Market Purchases by the Company and assuming that the Company
      purchases or acquires 15,806,500 Shares at the maximum price of S$0.75 for one Share
      (being the price equivalent to 5% above the Average Closing Price of the Shares for the five
      consecutive Market Days on which the Shares were traded on the SGX-ST immediately
      preceding the Latest Practicable Date), the maximum amount of funds required for the
      purchase or acquisition of 15,806,500 Shares is S$11,854,875.

      In the case of Off-Market Purchases by the Company and assuming that the Company
      purchases or acquires 15,806,500 Shares at the maximum price of S$0.78 for one Share
      (being the price equivalent to 10% above the Average Closing Price of the Shares for the
      five consecutive Market Days on which the Shares were traded on the SGX-ST immediately
      preceding the Latest Practicable Date), the maximum amount of funds required for the
      purchase or acquisition of 15,806,500 Shares is S$12,329,070.

2.7.3 Illustrative Financial Effects
      For illustrative purposes only and on the basis of the assumptions set out in paragraphs
      2.7.1 and 2.7.2 above, the financial effects of the purchase or acquisition of Shares by the
      Company pursuant to the Share Purchase Mandate on the audited financial statements of
      the Group and the Company for the financial year ended 31 March 2008 are set out below
      and assuming the following:

      (a)   the purchase or acquisition of 15,806,500 Shares by the Company pursuant to the
            Share Purchase Mandate by way of Market Purchases made entirely out of capital
            and cancelled or held in treasury; and

      (b)   the purchase or acquisition of 15,806,500 Shares by the Company pursuant to the
            Share Purchase Mandate by way of Off-Market Purchases made entirely out of capital
            and cancelled or held in treasury.




                                             9
                         LETTER TO SHAREHOLDERS

Market Purchases
The financial effects set out below are for illustrative purposes only. The illustrations
are based on historical numbers for the financial year ended 31 March 2008, however,
they are not necessarily representative of future financial performance.

Although the Share Purchase Mandate would authorise the Company to purchase or
acquire up to 10% of the issued Shares, the Company may not necessarily purchase
or acquire part of or the entire 10% of the issued Shares. In addition, the Company
may cancel all or part of the Shares repurchased or hold all or part of the Shares
repurchased in treasury.

Even if the Share Purchase Mandate is approved, the Directors will not exercise the
Share Purchase Mandate if the Group’s working capital requirements, current dividend
policy for the financial year ending 31 March 2009 and ability to service its debts
would be adversely affected.

Scenario 1(A)
Market Purchases of up to 10% out of capital and cancelled

                                                       Group                          Company
                                         Before Share After Share Before Share After Share
                                          Purchase     Purchase    Purchase     Purchase
                                            $’000        $’000       $’000        $’000

As at 31 March 2008
Share Capital                               96,688              84,833           96,688            84,833
Other Reserves                                (104)               (104)              57                57
Revenue Reserves                            15,180              15,180           12,427            12,427
                                           111,764              99,909          109,172            97,317
Treasury Shares                                –                  –                –                 –
Shareholders’ Funds                        111,764              99,909          109,172            97,317

Net Tangible Assets (NTA)                  (62,359)            (74,214)         (64,190)          (76,044)
Net Asset Value (NAV)                      111,764              99,909          109,172            97,317

Current Assets                               63,961             52,106            62,537           50,683
Current Liabilities                          16,820             16,820            15,955           15,955

Total Borrowings                           130,000            130,000           130,000           130,000

Cash and Cash Equivalents                    36,769             24,914            36,227           24,372

Number of Shares (’000)                    158,065            142,259           158,065           142,259

Financial Ratios
Basic Earnings per Share (cents)                6.39               7.10              6.13             6.82

NTA per Share (cents)                        (39.45)             (52.17)          (40.61)           (53.46)
NAV per Share (cents)                         70.71               70.23            69.07             68.41

Gross Gearing (times)                           1.16               1.30              1.19             1.34
Net Gearing (times)                             0.83               1.05              0.86             1.09

Current Ratio (times)                           3.80               3.10              3.90             3.20
Note:
The figures for the Group and the Company are based on the audited financial statements as at 31 March 2008.




                                              10
                         LETTER TO SHAREHOLDERS

Scenario 1(B)
Market Purchases of up to 10% out of capital and held in treasury

                                                       Group                          Company
                                         Before Share After Share Before Share After Share
                                          Purchase     Purchase    Purchase     Purchase
                                            $’000        $’000       $’000        $’000
As at 31 March 2008
Share Capital                               96,688             96,688            96,688            96,688
Other Reserves                                (104)              (104)               57                57
Revenue Reserves                            15,180             15,180            12,427            12,427
                                           111,764            111,764           109,172           109,172
Treasury Shares                                –               (11,855)            –              (11,855)
Shareholders’ Funds                        111,764              99,909          109,172            97,317

Net Tangible Assets (NTA)                  (62,359)            (74,214)         (64,190)          (76,044)
Net Asset Value (NAV)                      111,764              99,909          109,172            97,317

Current Assets                               63,961             52,106            62,537           50,683
Current Liabilities                          16,820             16,820            15,955           15,955

Total Borrowings                           130,000            130,000           130,000           130,000

Cash and Cash Equivalents                    36,769             24,914            36,227           24,372

Number of Shares (’000)                    158,065            142,259           158,065           142,259

Financial Ratios
Basic Earnings per Share (cents)                6.39               7.10              6.13             6.82

NTA per Share (cents)                        (39.45)             (52.17)          (40.61)           (53.46)
NAV per Share (cents)                         70.71               70.23            69.07             68.41

Gross Gearing (times)                           1.16               1.30              1.19             1.34
Net Gearing (times)                             0.83               1.05              0.86             1.09

Current Ratio (times)                           3.80               3.10              3.90             3.20
Note:
The figures for the Group and the Company are based on the audited financial statements as at 31 March 2008.




                                              11
                         LETTER TO SHAREHOLDERS

Off-Market Purchases
The financial effects set out below are for illustrative purposes only. The illustrations
are based on historical numbers for the financial year ended 31 March 2008, however,
they are not necessarily representative of future financial performance.

Although the Share Purchase Mandate would authorise the Company to purchase or
acquire up to 10% of the issued Shares, the Company may not necessarily purchase
or acquire part of or the entire 10% of the issued Shares. In addition, the Company
may cancel all or part of the Shares repurchased or hold all or part of the Shares
repurchased in treasury.

Even if the Share Purchase Mandate is approved, the Directors will not exercise the
Share Purchase Mandate if the Group’s working capital requirements, current dividend
policy for the financial year ending 31 March 2009 and ability to service its debts
would be adversely affected.

Scenario 2(A)
Off-Market Purchases of up to 10% out of capital and cancelled

                                                       Group                          Company
                                         Before Share After Share Before Share After Share
                                          Purchase     Purchase    Purchase     Purchase
                                            $’000        $’000       $’000        $’000

As at 31 March 2008
Share Capital                               96,688              84,359           96,688            84,359
Other Reserves                                (104)               (104)              57                57
Revenue Reserves                            15,180              15,180           12,427            12,427
                                           111,764              99,435          109,172            96,843
Treasury Shares                                –                  –                –                 –
Shareholders’ Funds                        111,764              99,435          109,172            96,843

Net Tangible Assets (NTA)                  (62,359)            (74,688)         (64,190)          (76,519)
Net Asset Value (NAV)                      111,764              99,435          109,172            96,843

Current Assets                               63,961             51,632            62,537           50,208
Current Liabilities                          16,820             16,820            15,955           15,955

Total Borrowings                           130,000            130,000           130,000           130,000

Cash and Cash Equivalents                    36,769             24,440            36,227           23,898

Number of Shares (’000)                    158,065            142,259           158,065           142,259

Financial Ratios
Basic Earnings per Share (cents)                6.39               7.10              6.13             6.82

NTA per Share (cents)                        (39.45)             (52.50)          (40.61)           (53.79)
NAV per Share (cents)                         70.71               69.90            69.07             68.08

Gross Gearing (times)                           1.16               1.31              1.19             1.34
Net Gearing (times)                             0.83               1.06              0.86             1.10

Current Ratio (times)                           3.80               3.10              3.90             3.10
Note:
The figures for the Group and the Company are based on the audited financial statements as at 31 March 2008.




                                              12
                         LETTER TO SHAREHOLDERS

Scenario 2(B)
Off-Market Purchases of up to 10% out of capital and held in treasury

                                                       Group                          Company
                                         Before Share After Share Before Share After Share
                                          Purchase     Purchase    Purchase     Purchase
                                            $’000        $’000       $’000        $’000

As at 31 March 2008
Share Capital                               96,688             96,688            96,688            96,688
Other Reserves                                (104)              (104)               57                57
Revenue Reserves                            15,180             15,180            12,427            12,427
                                           111,764            111,764           109,172           109,172
Treasury Shares                                –               (12,329)            –              (12,329)
Shareholders’ Funds                        111,764              99,435          109,172            96,843

Net Tangible Assets (NTA)                  (62,359)            (74,688)         (64,190)          (76,519)
Net Asset Value (NAV)                      111,764              99,435          109,172            96,843

Current Assets                               63,961             51,632            62,537           50,208
Current Liabilities                          16,820             16,820            15,955           15,955

Total Borrowings                           130,000            130,000           130,000           130,000

Cash and Cash Equivalents                    36,769             24,440            36,227           23,898

Number of Shares (’000)                    158,065            142,259           158,065           142,259

Financial Ratios
Basic Earnings per Share (cents)                6.39               7.10              6.13             6.82

NTA per Share (cents)                        (39.45)             (52.50)          (40.61)           (53.79)
NAV per Share (cents)                         70.71               69.90            69.07             68.08

Gross Gearing (times)                           1.16               1.31              1.19             1.34
Net Gearing (times)                             0.83               1.06              0.86             1.10

Current Ratio (times)                           3.80               3.10              3.90             3.10
Note:
The figures for the Group and the Company are based on the audited financial statements as at 31 March 2008.




                                              13
                                   LETTER TO SHAREHOLDERS

2.8   Listing Status of the Shares. The Listing Manual requires a listed company to ensure that at least
      10% of equity securities (excluding treasury shares, preference shares and convertible equity
      securities) in a class that is listed is at all times held by the public. Approximately 35% of the issued
      Shares were held by public Shareholders as at the Latest Practicable Date. If the Company had
      purchased or acquired Shares from the public up to the full 10% limit pursuant to the proposed
      Share Purchase Mandate on the Latest Practicable Date, approximately 28% of the issued Shares
      would have been held by public Shareholders as at that date.

      The Company will ensure that there is a sufficient number of Shares in issue held by public
      Shareholders which would permit the Company to undertake purchases or acquisitions of its
      Shares through Market Purchases up to the full 10% limit pursuant to the proposed Share
      Purchase Mandate without affecting the listing status of the Shares on the SGX-ST, causing market
      illiquidity or affecting orderly trading.

2.9   Take-over Implications. Appendix 2 of the Take-over Code contains the Share Buy-Back
      Guidance Note. The take-over implications arising from any purchase or acquisition by the
      Company of its Shares are set out below.

      2.9.1 Obligation to make a Take-over Offer
            If, as a result of any purchase or acquisition by the Company of its Shares, the proportionate
            interest in the voting capital of the Company of a Shareholder and persons acting in concert
            with him increases, such increase will be treated as an acquisition for the purposes of Rule
            14 of the Take-over Code. Consequently, a Shareholder or a group of Shareholders acting in
            concert with a Director could obtain or consolidate effective control of the Company and
            become obliged to make an offer under Rule 14 of the Take-over Code.

      2.9.2 Persons Acting in Concert
            Under the Take-over Code, persons acting in concert comprise individuals or companies
            who, pursuant to an agreement or understanding (whether formal or informal), co-operate,
            through the acquisition by any of them of shares in a company to obtain or consolidate
            effective control of that company.

            Unless the contrary is established, the Take-over Code presumes, inter alia, the following
            individuals and companies to be persons acting in concert with each other:

            (a)    the following companies:

                   (i)     a company;
                   (ii)    the parent company of (i);
                   (iii)   the subsidiaries of (i);
                   (iv)    the fellow subsidiaries of (i);
                   (v)     the associated companies of any of (i), (ii), (iii) or (iv);
                   (vi)    companies whose associated companies include any of (i), (ii), (iii), (iv) or (v);
                           and
                   (vii)   any person who has provided financial assistance (other than a bank in the
                           ordinary course of business) to any of the above for the purchase of voting
                           rights;

            (b)    a company with any of its directors (together with their close relatives, related trusts as
                   well as companies controlled by any of the directors, their close relatives and related
                   trusts); and




                                                     14
                            LETTER TO SHAREHOLDERS

      (c)   the following persons and entities:

            (i)     an individual;
            (ii)    the close relatives of (i);
            (iii)   the related trusts of (i);
            (iv)    any person who is accustomed to act in accordance with the instructions of (i);
            (v)     companies controlled by any of (i), (ii), (iii), or (iv); and
            (vi)    any person who has provided financial assistance (other than a bank in the
                    ordinary course of business) to any of the above for the purchase of voting
                    rights.

      The circumstances under which Shareholders, including Directors and persons acting in
      concert with them respectively, will incur an obligation to make a take-over offer under Rule
      14 of the Take-over Code after a purchase or acquisition of Shares by the Company are set
      out in Appendix 2 of the Take-over Code.

2.9.3 Effect of Rule 14 and Appendix 2
      In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless
      exempted, Directors and persons acting in concert with them will incur an obligation to make
      a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring
      Shares, the voting rights of such Directors and their concert parties would increase to 30%
      or more, or in the event that such Directors and their concert parties hold between 30% and
      50% of the Company’s voting rights, if the voting rights of such Directors and their concert
      parties would increase by more than 1% in any period of six months. In calculating the
      percentages of voting rights of such Directors and their concert parties, treasury shares shall
      be excluded.

      Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the
      Directors will not be required to make a take-over offer under Rule 14 if, as a result of the
      Company purchasing or acquiring its Shares, the voting rights of such Shareholder would
      increase to 30% or more, or, if such Shareholder holds between 30% and 50% of the
      Company’s voting rights, the voting rights of such Shareholder would increase by more than
      1% in any period of six months. Such Shareholder need not abstain from voting in respect of
      the resolution authorising the Share Purchase Mandate.

2.9.4 As at the Latest Practicable Date, the details of the holdings in shares by the Directors and
      substantial Shareholders of the Company are set out in paragraph 3 below.

2.9.5 Mr Stanley Tan and his Concert Parties
      As at the Latest Practicable Date, Mr Stanley Tan holds 12,910,000 Shares, representing
      approximately 8.17% of the issued Shares of the Company. The following parties regard
      themselves as being in concert with Mr Stanley Tan in relation to their interests in the
      Company:

      (a)   Global Advisory Group Pte. Ltd. which is a private limited company incorporated in
            Singapore and a substantial Shareholder of the Company. Mr Stanley Tan is a director
            of Global Advisory Group Pte. Ltd.;

      (b)   Mr Pang Yoke Min, who is a Director of the Company and a shareholder of Global
            Advisory Group Pte. Ltd.;

      (c)   Mr Johnny O Sy, who is a shareholder of Global Advisory Group Pte. Ltd.; and

      (d)   Mr Freddie Tan, who is the brother of Mr Stanley Tan,

      (collectively, the “Concert Parties”).



                                               15
                            LETTER TO SHAREHOLDERS

     As at the Latest Practicable Date, Global Advisory Group Pte. Ltd. holds in aggregate
     30,623,000 Shares, representing approximately 19.37% of the issued Shares of the
     Company, Mr Pang Yoke Min holds in aggregate 3,220,000 Shares, representing
     approximately 2.04% of the issued Shares of the Company, Mr Johnny O Sy holds in
     aggregate 30,000 Shares, representing approximately 0.02% of the issued Shares of the
     Company, and Mr Freddie Tan holds in aggregate 150,000 Shares, representing
     approximately 0.09% of the issued Shares of the Company.

2.9.6 Consequences of purchase of Shares on Mr Stanley Tan and his Concert Parties
     Based on 158,065,000 Shares in issue as at the Latest Practicable Date, the exercise in full
     of the Share Purchase Mandate would result in the purchase of 15,806,500 Shares and
     consequently, the increase in the shareholding interest of Mr Stanley Tan and his Concert
     Parties from approximately 29.69% to approximately 33.00%. Mr Stanley Tan and his
     Concert Parties will incur an obligation to make a mandatory offer under Rule 14 of the Take-
     over Code in the event that the Company’s purchase of Shares pursuant to the Share
     Purchase Mandate results in an increase to 30% or more of the aggregate shareholding of
     Mr Stanley and his Concert Parties.

2.9.7 SIC Rulings
     The SIC has ruled that Mr Stanley Tan and his Concert Parties are exempted from the
     requirement to make a general offer for the Company under Rule 14.1 of the Take-over Code
     if their aggregate voting rights in the Company increase to 30% or more as a result of the
     Company purchasing or acquiring its Shares pursuant to the Share Purchase Mandate,
     subject to the following conditions:

     (a)   the circular to the Shareholders on the ordinary resolution to authorise the Share
           Purchase Mandate (the “Ordinary Resolution”) contains advice to the effect that, by
           voting in favour of the resolution approving the Share Purchase Mandate,
           Shareholders are waiving their right to a general offer at the required price from Mr
           Stanley Tan and his Concert Parties who, as a result of the purchase of Shares by the
           Company would increase their voting rights in the Company to 30% or more;

     (b)   the names and voting rights of Mr Stanley Tan and his Concert Parties (i) as of the
           time of the Ordinary Resolution, and (ii) after the purchase of Shares by the Company
           pursuant to the full exercise of the Share Purchase Mandate, are disclosed in the
           same circular (please refer to paragraphs 2.9.12 for compliance by Mr Stanley Tan and
           his Concert Parties with this requirement);

     (c)   the Ordinary Resolution is approved by a majority of those Shareholders present and
           voting at the EGM on a poll who could not become obliged to make a general offer for
           the Company as a result of the purchase or acquisition of Shares by the Company
           pursuant to the Share Purchase Mandate;

     (d)   Mr Stanley Tan and his Concert Parties will abstain from voting on the Ordinary
           Resolution in respect of all their Shares as of the date of the EGM and/or from making
           a recommendation to Shareholders to vote in favour of the Ordinary Resolution; and

     (e)   Mr Stanley Tan and his Concert Parties have not acquired and will not acquire any
           Shares between the date on which they know that the announcement of the proposal
           for the Share Purchase Mandate is imminent and the earlier of:

           (i)      the date on which the authority for the Share Purchase Mandate expires; and

           (ii)     the date on which the Company announces that it has (aa) bought back such
                    number of Shares as authorised by the Share Purchase Mandate or (bb)
                    decided to cease buying back the Shares, as the case may be,



                                             16
                           LETTER TO SHAREHOLDERS

            if any such acquisitions, taken together with the purchase or acquisition of Shares by
            the Company, would cause the aggregate voting rights of Mr Stanley Tan and his
            Concert Parties in the Company to increase to 30% or more.

      If the Company ceases to purchase or acquire its Shares pursuant to the Share Purchase
      Mandate and the increase in the aggregate voting rights held by Mr Stanley Tan and his
      Concert Parties are less then 30%, Mr Stanley Tan and his Concert Parties will incur an
      obligation to make a general offer for the Company if they acquire additional voting rights
      (other than as a result of the purchase or acquisition of Shares by the Company pursuant to
      the Share Purchase Mandate) that cause them to hold 30% or more of the voting rights of
      the Company.

2.9.8 Confirmations
      Mr Stanley Tan and his Concert Parties have confirmed that neither him nor his Concert
      Parties have acquired Shares in the knowledge that the announcement of the proposed
      Share Purchase Mandate is imminent.

2.9.9 Voting Abstentions
      Mr Stanley Tan and his Concert Parties will abstain from voting in respect of their holdings of
      Shares on the Ordinary Resolution, and will not accept any appointment as proxies or
      otherwise for voting on the Ordinary Resolution unless specific instructions have been given
      in the Proxy Form(s) on how the votes are to be cast.

2.9.10 Waiver of rights to a General Offer
      Shareholders should note that by voting in favour of the Ordinary Resolution relating
      to the Share Purchase Mandate to be proposed at the forthcoming EGM, Shareholders
      are waiving their rights to a general offer at the required price from Mr Stanley Tan
      and his Concert Parties.

2.9.11 Shareholders who are in doubt as to their obligations, if any, to make a mandatory
       take-over offer under the Take-over Code as a result of any purchase or acquisition of
       Shares by the Company should consult the SIC and/or their professional advisers at
       the earliest opportunity.

2.9.12 Shareholding of Mr Stanley Tan and his Concert Parties
      Based on the direct holding of Shares of Mr Stanley Tan and his Concert Parties as at the
      Latest Practicable Date, and assuming that (a) there is no change in their direct holdings of
      Shares between the Latest Practicable Date and the date of the EGM; and (b) there is no
      change in their direct holdings of Shares between the date of the EGM and the date of the
      full exercise of the Share Purchase Mandate, the holdings of Shares of Mr Stanley Tan and
      his Concert Parties as at the date of the EGM and after the full exercise of the Share
      Purchase Mandate will be as follows:

                                                                     After the full exercise of
                                                                       the Share Purchase
                                           As at the date of the EGM         Mandate
                                             Number of % of Issued Number of % of Issued
                                              Shares     Shares     Shares     Shares

      Mr Stanley Tan                          12,910,000        8.17      12,910,000        9.08
      Mr Pang Yoke Min                         3,220,000        2.04       3,220,000        2.26
      Mr Johnny O Sy                              30,000        0.02          30,000        0.02
      Global Advisory Group Pte. Ltd.         30,623,000       19.37      30,623,000       21.53
      Mr Freddie Tan                             150,000        0.09         150,000        0.11




                                             17
                                         LETTER TO SHAREHOLDERS

2.10 Reporting Requirements. The Listing Manual specifies that a listed company shall report all
     purchases or acquisitions of its shares to the SGX-ST not later than 9.00 a.m. (i) in the case of a
     Market Purchase, on the market day following the day of purchase or acquisition of any of its
     shares, and (ii) in the case of an Off-Market Purchase under an equal access scheme, on the
     second market day after the close of acceptances of the offer. Such announcement (which must
     be in the form of Appendix 8.3.1 to the Listing Manual) must include, inter alia, details of the date
     of the purchase, the total number of shares purchased, the number of shares cancelled, the
     number of shares held as treasury shares, the purchase price per share or the highest and lowest
     prices paid for such shares, as applicable, the total consideration (including stamp duties and
     clearing charges) paid or payable for the shares, the number of shares purchased as at the date of
     announcement (on a cumulative basis), the number of issued shares excluding treasury shares
     and the number of treasury shares held after the purchase.

2.11 No Purchases During Price Sensitive Developments. While the Listing Manual does not
     expressly prohibit any purchase of shares by a listed company during any particular time or times,
     because the listed company would be regarded as an “insider” in relation to any proposed
     purchase or acquisition of its issued shares, the Company will not undertake any purchase or
     acquisition of Shares pursuant to the proposed Share Purchase Mandate at any time after a price
     sensitive development has occurred or has been the subject of a decision until the price sensitive
     information has been publicly announced. In particular, the Company will not purchase or acquire
     any Shares through Market Purchases or Off-Market Purchases during the period of two weeks
     immediately preceding the announcement of the Company’s quarterly and half-yearly results
     respectively, or during the period of one month immediately preceding the announcement of the
     Company’s annual results.

3.    DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
3.1   Directors’ Interests. The interests of the Directors in the Shares, as extracted from the Register of
      Directors’ Shareholdings, as at the Latest Practicable Date, are set out below:


                                                                                    Number of Shares
                                                                                                                      % of
                                                                  Direct          Deemed              Total          Issued
                                                                 Interest         Interest          Interest         Shares

      Victor Ang                                                   –                –             –                     –
      N. Simon Meers                                               –                –             –                     –
      Ng Tiong Gee                                                 –                –             –                     –
      Pang Yoke Min                                            3,220,000            –             –                    2.04
      Professor Tan Cheng Han                                      –                –             –                     –
      Stanley Tan Poh Leng                                    12,910,000       30,623,000(1) 43,533,000               27.54
      Andrew Tay Gim Chuan                                         –                –             –                     –

                                                                                    Number of Shares
                                                                     Comprised in Unexercised Share Options
      –                                                                                         –

      Note:
      (1)
              Deemed interest by virtue of an interest of more than 20% in Global Advisory Group Pte. Ltd., which is the beneficial
              owner of 30,623,000 Shares registered in the name of Citibank Nominees Singapore Pte Ltd.




                                                               18
                                       LETTER TO SHAREHOLDERS

3.2   Substantial Shareholders’ Interests. The interests of the substantial Shareholders in the Shares,
      as extracted from the Register of Substantial Shareholders, as at the Latest Practicable Date, are
      set out below:
                                                                   Number of Shares
                                                                                                                    % of
                                                                Direct          Deemed             Total           Issued
                                                               Interest         Interest         Interest          Shares

      Global Advisory Group Pte. Ltd.                       30,623,000            –            30,623,000           19.37
      HSBC Holding plc                                           –           12,057,000(1)     12,057,000            7.63
      Marathon Asset Management LLP                              –           11,126,000(2)     11,126,000            7.04
      Stanley Tan Poh Leng                                  12,910,000       30,623,000(3)     43,533,000           27.54
      Third Avenue Management LLC,
       on behalf of Third Avenue
       Global Value (Master) Fund L.P.                      32,263,000              –          32,263,000           20.41

      Notes:
      (1)
            HSBC Holding plc (“HHP”) is deemed to have an interest in the Shares which are held by HSBC Halbis Partners
            (Hong Kong) Limited (“HHP(HK)”), the manager or adviser of funds and client accounts that have an interest in the
            Shares of the Company. HHP(HK) is a wholly-owned subsidiary of HSBC Halbis (UK) Limited, which is in turn a
            wholly-owned subsidiary of HSBC Group Investment Businesses Limited, which is in turn a wholly-owned subsidiary
            of HSBC Investment Bank Holdings plc, which is in turn a wholly-owned subsidiary of HHP.

      (2)
            The deemed interest of Marathon Asset Management LLP (“MAMLLP”) relates to Shares over which MAMLLP has
            discretionary voting authority.

      (3)
            Deemed interest by virtue of an interest of more than 20% in Global Advisory Group Pte. Ltd., which is the beneficial
            owner of 30,623,000 Shares registered in the name of Citibank Nominees Singapore Pte Ltd.


4.    DIRECTORS’ RECOMMENDATIONS
      The Directors (other than Mr Stanley Tan Poh Leng and Mr Pang Yoke Min, who have abstained
      from making any recommendations for Shareholders to vote in favour of the Ordinary Resolution)
      are of the opinion that the proposed Share Purchase Mandate is in the best interests of the
      Company. Accordingly, they recommend that Shareholders vote in favour of Ordinary Resolution to
      be proposed at the EGM.

5.    EXTRAORDINARY GENERAL MEETING
      The EGM, notice of which is set out on pages 21 to 22 of this Circular, will be held at Jewel Room,
      Level 3, Park Hotel Orchard, 270 Orchard Road, Singapore 238857 on 25 July 2008 at 9.45 a.m.
      (or so soon thereafter following the conclusion or adjournment of the 5th Annual General Meeting
      of the Company to be held at 9.30 a.m. on the same day and at the same place) for the purpose of
      considering and, if thought fit, passing with or without modifications, the Ordinary Resolution set
      out in the Notice of EGM.

6.    ACTION TO BE TAKEN BY SHAREHOLDERS
6.1   Appointment of Proxies. Shareholders who are unable to attend the EGM and wish to appoint a
      proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Proxy Form
      which they are requested to complete, sign and return in accordance with the instructions printed
      thereon as soon as possible and in any event so as to arrive at the registered office of the
      Company not less than 48 hours before the time fixed for the EGM. The sending of a Proxy Form
      by a Shareholder does not preclude him from attending and voting in person at the EGM if he finds
      that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked.

6.2   When Depositor regarded as Shareholder. A Depositor shall not be regarded as a Shareholder
      of the Company entitled to attend the EGM and to speak and vote thereat unless his name
      appears on the Depository Register at least 48 hours before the EGM.



                                                             19
                                 LETTER TO SHAREHOLDERS

7.    INSPECTION OF DOCUMENTS
      The following documents are available for inspection at the registered office of the Company at 1
      Lorong 2 Toa Payoh, Yellow Pages Building, Singapore 319637, during normal business hours from
      the date of this Circular up to the date of the EGM:

      (a)    the Annual Report of the Company for the financial year ended 31 March 2008; and

      (b)    the Memorandum and Articles of Association of the Company.

8.    DIRECTORS’ RESPONSIBILITY STATEMENT
      The Directors collectively and individually accept responsibility for the accuracy of the information
      given in this Circular and confirm, having made all reasonable enquiries, that to the best of their
      knowledge and belief, the facts stated and the opinions expressed in this Circular are fair and
      accurate and that there are no material facts the omission of which would make any statement in
      this Circular misleading.



Yours faithfully
for and on behalf of
the Board of Directors of
YELLOW PAGES (SINGAPORE) LIMITED




Victor Ang
Chairman




                                                   20
                      NOTICE OF EXTRAORDINARY GENERAL MEETING

                         YELLOW PAGES (SINGAPORE) LIMITED
                                     (Incorporated in the Republic of Singapore)
                                    Company Registration Number: 200304719G



                      NOTICE OF EXTRAORDINARY GENERAL MEETING


NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Yellow Pages (Singapore) Limited
(the “Company”) will be held at Jewel Room, Level 3, Park Hotel Orchard, 270 Orchard Road, Singapore
238857 on Friday, 25 July 2008 at 9.45 a.m. (or so soon thereafter following the conclusion or
adjournment of the 5th Annual General Meeting of the Company to be held at 9.30 a.m. on the same day
and at the same place) for the purpose of considering and, if thought fit, passing with or without
modifications, the following Ordinary Resolution:

Ordinary Resolution
The Proposed Share Purchase Mandate
THAT:
(a)     for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the “Companies
        Act”), the exercise by the Directors of the Company of all the powers of the Company to purchase
        or otherwise acquire issued ordinary shares in the capital of the Company (“Shares”) not
        exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may
        be determined by the Directors from time to time up to the Maximum Price (as hereafter defined),
        whether by way of:

        (i)    market purchase(s) on the Singapore Exchange Securities Trading Limited (“SGX-ST”)
               and/or any other stock exchange on which the Shares may for the time being be listed and
               quoted (“Other Exchange”); and/or

        (ii)   off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be,
               Other Exchange) in accordance with any equal access scheme(s) as may be determined or
               formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the
               conditions prescribed by the Companies Act,

        and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the
        case may be, Other Exchange as may for the time being be applicable, be and is hereby
        authorised and approved generally and unconditionally (the “Share Purchase Mandate”);

(b)     unless varied or revoked by the Company in general meeting, the authority conferred on the
        Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the
        Directors at any time and from time to time during the period commencing from the date of the
        passing of this Resolution and expiring on the earlier of:

        (i)    the date on which the next Annual General Meeting of the Company is held; and

        (ii)   the date by which the next Annual General Meeting of the Company is required by law to be
               held;

(c)     in this Resolution:
        “Average Closing Price” means the average of the last dealt prices of a Share for the five
        consecutive market days on which the Shares are transacted on the SGX-ST or, as the case may
        be, Other Exchange immediately preceding the date of market purchase by the Company or, as the
        case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed
        to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action which
        occurs after the relevant five-day period;




                                                        21
                        NOTICE OF EXTRAORDINARY GENERAL MEETING

         “date of the making of the offer” means the date on which the Company announces its intention
         to make an offer for the purchase or acquisition of Shares from holders of Shares, stating therein
         the purchase price (which shall not be more than the Maximum Price) for each Share and the
         relevant terms of the equal access scheme for effecting the off-market purchase;

         “Maximum Limit” means that number of issued Shares representing 10% of the total number of
         issued Shares as at the date of the passing of this Resolution (excluding any Shares which are
         held as treasury shares as at that date); and

         “Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price
         (excluding brokerage, commission, applicable goods and services tax and other related expenses)
         which shall not exceed:

         (i)    in the case of a market purchase of a Share, 105% of the Average Closing Price of the
                Shares; and

         (ii)   in the case of an off-market purchase of a Share pursuant to an equal access scheme,
                110% of the Average Closing Price of the Shares; and

(d)      the Directors of the Company and/or any of them be and are hereby authorised to complete and do
         all such acts and things (including executing all such documents as may be required) as they
         and/or he may consider expedient or necessary or in the interests of the Company to give effect to
         the transactions contemplated and/or authorised by this Resolution.

By Order of the Board



Yap Lune Teng (Ms) / Jean Wan Yen-Ping (Ms)
Joint Company Secretaries

Singapore
9 July 2008

Notes:
1.    A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend and vote
      on his/her behalf. A proxy need not be a member of the Company.

2.    The instrument appointing the proxy that has been executed by a member must be lodged at the registered office of the
      Company at 1 Lorong 2 Toa Payoh, Yellow Pages Building, Singapore 319637, not less than 48 hours before the time
      appointed for the Extraordinary General Meeting. The sending of a Proxy Form by a member does not preclude him from
      attending and voting in person at the Extraordinary General Meeting if he finds that he is able to do so. In such event, the
      relevant Proxy Forms will be deemed to be revoked.

3.    The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company’s
      financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of Shares
      purchased or acquired, whether the purchase or acquisition is made out of profits or capital, the price at which such Shares
      were purchased or acquired and whether the Shares purchased or acquired are held in treasury or cancelled.

      Based on the number of issued and paid-up Shares as at 23 June 2008 (the “Latest Practicable Date”) and assuming no
      further Shares are issued on or prior to the Extraordinary General Meeting, the purchase by the Company of 10% of its
      issued Shares will result in the purchase or acquisition of 15,806,500 Shares. In the case of market purchases by the
      Company and assuming that the Company purchases or acquires the 15,806,500 Shares at the Maximum Price of S$0.75 for
      one Share (being the price equivalent to 5% above the average of the last dealt prices of the Shares for the five consecutive
      market days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the
      maximum amount of funds required for the purchase or acquisition of the 15,806,500 Shares is S$11,854,875. In the case of
      off-market purchases by the Company and assuming that the Company purchases or acquires the 15,806,500 Shares at the
      Maximum Price of S$0.78 for one Share (being the price equivalent to 10% above the average of the last dealt prices of the
      Shares for the five consecutive market days on which the Shares were traded on the SGX-ST immediately preceding the
      Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 15,806,500 Shares is
      S$12,329,070.

      The financial effects of the purchase or acquisition of such Shares by the Company pursuant to the proposed Share
      Purchase Mandate on the audited financial statements of the Group and the Company for the financial year ended 31 March
      2008 based on these assumptions are set out in paragraph 2.7 of the Company’s Circular to Shareholders dated 9 July 2008.


                                                               22
YELLOW PAGES (SINGAPORE) LIMITED                              IMPORTANT:
(Incorporated in the Republic of Singapore)                   1. For investors who have used their CPF monies to buy
                                                                 shares in the capital of Yellow Pages (Singapore) Limited
Company Registration Number: 200304719G
                                                                 (the “Company”), the Circular to Shareholders dated
                                                                 9 July 2008 is forwarded to them at the request of their
                                                                 CPF Approved Nominees and is sent solely FOR
                                                                 INFORMATION ONLY.
EXTRAORDINARY GENERAL MEETING                                 2. This Proxy Form is not valid for use by CPF investors
PROXY FORM                                                       and shall be ineffective for all intents and purposes if
                                                                 used or purported to be used by them.




I/We,                                           NRIC/Passport No.

of

being a member/members of the abovenamed Company, hereby appoint:

        Name                       Address             NRIC/Passport                         Proportion of
                                                          Number                           Shareholdings (%)




 and/or (delete as appropriate)




or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting, as
my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a
poll, at the Extraordinary General Meeting of the Company to be held at Jewel Room, Level 3, Park Hotel
Orchard, 270 Orchard Road, Singapore 238857 on Friday, 25 July 2008 at 9.45 a.m. (or so soon
thereafter following the conclusion or adjournment of the 5th Annual General Meeting of the Company to
be held at 9.30 a.m. on the same day and at the same place) and at any adjournment thereof.

(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or
against the Ordinary Resolution as set out in the Notice of Extraordinary General Meeting. In the
absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they
will on any other matter arising at the Extraordinary General Meeting.)


                                                                         For                         Against

 Ordinary Resolution
 To approve the proposed Share Purchase Mandate


Dated this                     day of           2008




                                                               Total Numbers of
                                                               Shares held
Signature(s) of Member(s) or Common Seal



IMPORTANT
Please read Notes.
Notes:
1.    If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act,
      Chapter 50 of Singapore), you should insert that number of shares. If you have shares registered in your name in the
      Register of Members, you should insert that number of shares. If you have shares entered against your name in the
      Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number
      of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If
      no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares in the capital
      of the Company held by you.

2.    A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two
      proxies to attend and vote instead of him. A proxy need not be a member of the Company.

3.    Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his
      shareholding (expressed as a percentage of the whole) to be represented by each proxy. In the case of a joint appointment
      of two proxies, the Chairman of the Extraordinary General Meeting will be a member’s proxy by default if either or both of the
      proxies appointed do not attend the Extraordinary General Meeting. In the case of an appointment of two proxies in the
      alternative, the Chairman of the Extraordinary Meeting will be a member’s proxy by default if both of the proxies appointed do
      not attend the Extraordinary General Meeting.

4.    The instrument appointing a proxy or proxies must be lodged at the registered office of the Company at 1 Lorong 2 Toa
      Payoh, Yellow Pages Building, Singapore 319637 not less than 48 hours before the time appointed for the Extraordinary
      General Meeting. The sending of a Proxy Form by a member does not preclude him from attending and voting in person at
      the Extraordinary General Meeting if he finds that he is able to do so. In such event, the relevant Proxy Forms will be
      deemed to be revoked.

5.    The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in
      writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its
      seal or under the hand of an officer or attorney duly authorised.

6.    A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks
      fit to act as its representative at the Extraordinary General Meeting, in accordance with Section 179 of the Companies Act,
      Chapter 50 of Singapore.

General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the
instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may
reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered
against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General
Meeting, as certified by The Central Depository (Pte) Limited to the Company.

				
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