170
GHL Systems Berhad
(293040-D)
8. Effects of Proposed Shares Buy-Back (Cont’d)
8.4 Earnings
The effect of the Proposed Share Buy-Back on the EPS of GHL will depend on, inter-alia, the actual
number of purchased GHL Shares and the effective cost of funding to the GHL Group, or any loss in
interest income to GHL or opportunity cost in relation to other investment opportunity. However, the
Proposed Share Buy-Back, if exercise, is not expected to have any material effect on the EPS of GHL for
the financial year ending 31 December 2015.
8.5 Dividends
The above Proposed Share Buy-Back is not expected to have any impact on the dividend payment as
the Board will take into considerations the Company’s profit, cash flow and the capital commitments
before proposing any dividend payment.
9. Malaysian Code on Take-Overs and Mergers 2010 (CODE)
The Proposed Shares Buy-Back if carried out in full (whether shares are cancelled or treated as treasury
shares) may result in a substantial shareholder and/or parties acting in concert with it incurring a mandatory
general offer obligation. In this respect, the Board is mindful of the provisions under Paragraph 10 of Practice
Note 9 of the Code.
In the event that GHL decides to purchase its own Shares which will result in Loh Wee Hian’s shareholdings
in GHL increasing by more than 2% in any period of six (6) months, Loh Wee Hian will seek a waiver from the
Securities Commission Malaysia under Paragraph 24 of Practice Note 9 of the Code before the Company
purchases its own Shares.
10. Purchases Made in Last Financial Year
The Company did not undertake any Share Buy-Back during the financial year ended 31 December 2014.
11. Public Shareholding Spread
The Proposed Share Buy-Back will be carried out in accordance with the prevailing law at the time of the
purchase including compliance with 25% public shareholding spread in the hands of public shareholders as
required under Paragraph 12.14 of the Listing Requirements.
As at the 15 April 2015, the public shareholding spread of the Company was 32.31%. In implementing the
Proposed Share Buy-Back, the Company will ensure that the minimum public shareholding spread of 25% is
complied with.
12. Director Statement and Recommendation
After having considered all aspects of the Proposed Shares Buy-Back, your Board of Directors is of the opinion
that the Proposed Shares Buy-Back is in the best interest of the Company. Accordingly, they recommend
that you vote in favour of the ordinary resolution for the Proposed Shares Buy-Back to be tabled at the
forthcoming 21
st
Annual General Meeting.
STATEMENT TO SHAREHOLDERS
in relation to the Proposed Renewal of Authority for the Company to Purchase its
own Ordinary Shares
