168
GHL Systems Berhad
(293040-D)
6. Potential Advantages and Disadvantages of the Proposed Renewal (Cont’d)
The potential disadvantages of the Proposed Shares Buy-Back are as follows;
(i) The Proposed Renewal can only be made out of retained profits and/or share premium account of
the Company resulting in a reduction of the amount available for distribution as dividends and bonus
issues to shareholders;
(ii) The Proposed Renewal will reduce the financial resources of the Company which may result in the
Company foregoing better investment opportunities that may emerge in the future;
(iii) The cashflow of the Company may be affected if the Company decides to utilise bank borrowings to
finance a Share Buy-Back.
7. Direct and Indirect Interests of the Directors and Substantial Shareholders
The effects of the Proposed Shares Buy-Back on the Substantial shareholders’ and Directors’ shareholdings
based on the Register of Substantial Shareholders and the Register of Directors’ Shareholdings respectively
as at 15 April 2015 are as follow:
Substantial
Shareholders
Before the Proposed Shares Buy-Back *(a) After the Proposed Shares Buy-Back *(b)
Direct
Indirect
Direct
Indirect
No. of shares % No of shares % No. of shares % No. of shares %
Loh Wee Hian
229,137,425 35.65 6,110,250 0.95 229,137,425 39.62 6,110,250 1.06
Cycas
185,239,518 28.82
-
-
185,239,518 32.03
-
-
Notes:
*(a) Adjusted for the number of treasury shares held as at 15 April 2015
*(b) Assuming that 10% of the issued and paid up capital is purchased and retained as treasury shares.
Directors
Before the Proposed Shares Buy-Back *(a) After the Proposed Shares Buy-Back *(b)
Direct
Indirect
Direct
Indirect
No of shares % No of shares % No of shares % No of shares %
Loh Wee Hian
229,137,425 35.65 6,110,250 0.95 229,137,425 39.62 6,110,250 1.06
Kanagaraj Lorenz
4,395,900 0.68
-
-
4,395,900 0.76
-
-
Ng King Kau
1,800,000 0.28
-
-
1,800,000 0.31
-
-
Fong Seow Kee 1,861,950 0.29 635,175 0.10 1,861,950 0.32 635,175 0.11
Notes:
*(a) Adjusted for the number of treasury shares held as at 15 April 2015
*(b) Assuming that 10% of the issued and paid up capital is purchased and retained as treasury shares.
8. Effects of Proposed Shares Buy-Back
Assuming that the Company buys back up to 64,417,029 GHL Shares representing 10% of its issued and paid-
up share capital as at 15 April 2015 and such shares purchased are cancelled or alternatively be retained
as treasury shares or both, the financial effects of the Proposed Share Buy-Back on the share capital of the
Company, Net Assets, working capital, earnings and dividends of GHL are as follows:
STATEMENT TO SHAREHOLDERS
in relation to the Proposed Renewal of Authority for the Company to Purchase its
own Ordinary Shares
