GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 163 9. Malaysian Code on Take-Overs and Mergers 2016 (CODE) The Proposed Share 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 Rule 4 of the Rules on Take-Overs, Mergers and Compulsory Acquisitions. In the event that GHL decides to purchase its own Shares which will result in Loh Wee Hian and Actis Stark (Mauritius) Limited’s shareholdings in GHL increasing by more than 2% in any period of six (6) months. Loh Wee Hian and Actis Stark (Mauritius) Limited will seek a waiver from the Securities Commission Malaysia under Rule 4 of the Rules on Take-Overs, Mergers and Compulsory Acquisitions before the Company purchases its own Shares. 10. Purchases Made in the preceding 12 months The Company did not undertake any Share Buy-Back during the financial year ended 31 December 2018. During the financial year, the Company had completed the resale of treasury shares of 678,601 units with a price ranging from RM1.60 to RM1.65. The details of the resale of treasury shares in the preceding 12 months were as follow: Transaction date Number of shares (units) Unit price Consideration received* Lowest Highest Average RM RM RM RM 28 August 2018 73,000 1.61 1.67 1.649 120,133.88 29 August 2018 63,400 1.62 1.64 1.638 103,632.87 30 August 2018 80,000 1.60 1.63 1.611 129,172.32 3 September 2018 50,000 1.60 1.61 1.606 79,992.85 4 September 2018 80,000 1.60 1.61 1.601 127,577.60 5 September 2018 104,801 1.60 1.61 1.601 167,275.52 6 September 2018 51,000 1.60 1.61 1.60 81,096.05 7 September 2018 176,400 1.60 1.60 1.60 281,308.60 * Including brokerage, clearing house fees and stamp duty. There is no cancellation of shares made in the preceding 12 months. 11. Proposed Intention of the Directors to Deal with the Purchased Share Buy-Back The Proposed Renewal of Share Buy-Back Mandate, if exercised, the shares shall be dealt with in the following manner:- • to cancel the shares so purchased; or • to retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of the Bursa Securities or subsequently cancelled; or • retain part of the shares so purchased as treasury shares and cancel the remainder. STAT EMENT TO SHAREHOLDERS I N R E L A T I O N T O T H E P R O P O S E D R E N E W A L O F A U T H O R I T Y F O R T H E C O M P A N Y T O P U R C H A S E I T S O W N O R D I N A R Y S H A R E S C O N T ’ D