Annual report 2014
167
3. Details of the Proposed Shares Buy-Back (Cont’d)
3.1 Details of the Proposed Share Buy-Back (Cont’d)
(a) the conclusion of the next AGM of GHL following the forthcoming 21
st
AGM at which the ordinary
resolution for the Proposed Share Buy-Back is passed, at which time it shall lapse unless by ordinary
resolution passed at that meeting, the authority is renewed, either unconditionally or subject to
conditions;
(b) the expiration of the period within which the next AGM after that date is required by law to be
held; or
(c) the authority is revoked or varied by ordinary resolution passed by the shareholders of GHL in a
general meeting,
whichever occurs first.
The actual number of GHL Shares to be purchased will depend on market conditions and sentiments of
Bursa Securities as well as the retained profits, share premium and financial resources available to the
Company at the time of the purchase(s).
GHL will ensure that the purchase of its own Shares will not result in the Company’s public shareholding
spread falling below the minimum public shareholding spread of twenty-five percent (25%) of its total
listed Shares (excluding treasury shares).
If the Board decides to cancel the purchased GHL Shares, the Company’s issued and paid-up share
capital shall be diminished by the cancellation of the purchased GHL Shares.
4. Rationale for the Proposed Share Buy-Back
The Proposed Shares Buy-Back will enable GHL to utilise its surplus financial resources to buy-back GHL
shares. The increase in Earnings Per Share, if any, arising from the Proposed Shares Buy-Back is expected to
benefit the shareholders of the Company.
The purchased GHL shares can be held as treasury shares and resold on Bursa Securities to realise potential
gain without affecting the total issued and paid-up capital of the Company. The distribution of the treasury
shares as share dividends may also serve to reward the shareholders of the Company.
5. Source of Fund
The Proposed Share Buy-Back, if implemented, will be funded through internally generated funds and/or
bank borrowings, the proportion of which will depend on the quantum of the purchase consideration and
availability of internal funds of GHL. In the event bank borrowings are required for the purchase of GHL
Shares, the Board will ensure that the Company has the capability to repay the bank borrowings and the
repayment will not have any material impact on the Company’s cash flow.
6. Potential Advantages and Disadvantages of the Proposed Renewal
The potential advantages of the Proposed Shares Buy-Back are as follows:
(i) the Proposed Share Buy-Back is expected to stabilise the supply and demand as well as the prices of
the GHL Shares traded on Bursa Securities and thereby support its fundamental value and to maintain
investors’ confidence in GHL;
(ii) if the Shares are bought back as treasury shares, it will provide the Directors of GHL an option to sell the
purchased GHL Shares at a higher price and generate capital gain for the Company;
(iii) the purchased GHL Shares can be distributed as share dividends to reward its shareholders.
STATEMENT TO SHAREHOLDERS
in relation to the Proposed Renewal of Authority for the Company to
Purchase its own Ordinary Shares
