GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 59 D I RECTORS ' rEPORT C O N T ’ D DIRECTORS’ BENEFITS Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest other than those as disclosed in Note 31 to the financial statements. There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. ISSUE OF SHARES AND DEBENTURES During the financial year, the issued and fully paid-up ordinary share capital of the Company was increased from 659,444,992 to 737,984,933 by way of issuance of 78,539,941 new ordinary shares pursuant to the following: (i) private placement of 65,000,000 new ordinary shares of RM1.30 each; (ii) special issue of 13,414,941 new ordinary shares at RM1.19 (closing market price at date of issue: RM1.55) per ordinary share pertaining to the Share Subscription Agreement (“SSA”) with Paysys Group Holdings Sdn. Bhd. and Rica Holdings (M) Sdn. Bhd. as part of consideration paid for the acquisition of Paysys (M) Sdn. Bhd. and related acquisition expenses and general working capital purposes; and (iii) 125,000 options exercised under the ESS at an exercise price of RM1.08 per ordinary share. The newly issued ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company. There were no other issues of shares during the financial year. The Company did not issue any debentures during financial year. REPURCHASE OF OWN SHARES At the Annual General Meeting held on 30 May 2018, the shareholders of the Company by an ordinary resolution renewed the mandate given to the Company to repurchase its own shares based, amongst others, on the following terms: (a) the aggregate number of shares purchased does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad (“Bursa Securities”) as at the point of purchase; (b) the maximum funds to be allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained profits of the Company based on the latest audited financial statement and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s);