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SCT - Employee Share Purchase Scheme

12:00AM, 24 Apr 2009 | GENERAL

24 April 2009

Dear Shareholder


The Scheme
Scott Technology Limited (the Company) is implementing a share incentive
scheme called the Employee Share Purchase Scheme (the Scheme) in which
certain employees of the Company and its wholly owned subsidiaries will be
entitled to participate.

Under the Scheme, interest free loans are to be advanced to eligible
employees to assist such eligible employees to subscribe for shares in the
Company which shares shall be held on trust by Stuart James McLauchlan and
Christopher Charles Hopkins ("the Trustees") for such eligible employees for
a restricted period of three years or until such time as the employee has
repaid such advances in full, whichever is the longer. The maximum purchase
value of shares allowed under Inland Revenue rules is $2,340.00 per eligible

The purpose of the Scheme is to motivate and incentivise participating
employees to improve the performance of the Company for the benefit of all
shareholders and to help align the interests of participating employees with
the interests of the Company and all its shareholders.

Certain expenditure by the Company in relation to the Scheme will constitute
financial assistance (as defined in the Companies Act 1993) to participants
under the Scheme.

Financial Assistance Under the Scheme
The financial assistance under the Scheme will take the form of interest free
loans by the Company to eligible employees (for the purchase price of the
shares to be subscribed) of up to a maximum aggregate amount of $382,500.00
(representing a maximum loan of up to $2,340.00 over three years to each
eligible employee electing to participate in the Scheme) for the purpose of
the acquisition of shares in the Company, which shares
will be issued to the Trustees upon subscription by those eligible employees
electing to participate. The Trustees
will hold these shares on trust for eligible employees of the Company or its
subsidiaries who elect to participate in
the Scheme.

To initiate the financial assistance under the Scheme, the Board of the
Company resolved on 23 April 2009 as

1. The Scheme is approved.
2. The Company will provide the financial assistance contemplated by the
3. Giving the financial assistance contemplated by the Scheme is in the best
interests of the Company and is of benefit to those shareholders not
receiving the financial assistance contemplated by the Scheme.
4. The terms and conditions under which the financial assistance is to be
given are fair and reasonable to the Company and to those shareholders not
receiving the financial assistance contemplated by the Scheme.
5. The Company will perform its obligations in respect of the Scheme.
6. The Company will do all things and sign all documents required to give
effect or are otherwise incidental to the Scheme.
7. The Board is satisfied for the reasons set out below that the Company
will, immediately after the giving of the financial assistance, satisfy the
solvency test:
7.1  The Company:
(a) is able to pay its due debts;
(b) is not engaged or about to engage in business for which its financial
resources are
unreasonably small;
(c) will be able to perform its obligations in respect of the Scheme when
required to do so;
(d) will not become unable to pay its due debts as a result of the Scheme.

This disclosure document is given to you pursuant to section 78(5) of the
Companies Act 1993 and complies with
section 79 of the Companies Act 1993.
Yours faithfully

Greg Chiles
Chief Financial Officer