Tropicana Corporation Berhad Annual Report 2017

185 TROPICANA CORPORATION BERHAD / Annual Report 2017 OTHER INFORMATION SEC 1 • SEC 2 • SEC 3 • SEC 4 • SEC 5 > SEC 6 < SEC 1 • SEC 2 • SEC 3 • SEC 4 • SEC 5 > SEC 6 < FINANCIAL STATEMENTS 184 TROPICANA CORPORATION BERHAD / Annual Report 2017 NOTES TO THE FINANCIAL STATEMENTS As at 31 December 2017 41. SUBSEQUENT EVENTS (i) On 11 January 2018, the Company acquired 1,000,000 ordinary shares representing 100% of the issued and paid-up share capital of Myxon (M) Sdn Bhd (“Myxon”) for a total cash consideration of RM2,500,000. With this acquisition, Myxon became a wholly-owned subsidiary of the Company. (ii) On 27 February 2018, Tropicana Mentari Development Sdn Bhd (“TMDSB”), a wholly-owned subsidiary of the Company entered into an agreement to acquire 560,000 ordinary shares representing 100% of the issued and paid-up share capital of Marivaux Holdings Sdn Bhd (“Marivaux”) for a total cash consideration of RM78,254,668. Upon completion of the acquisition, Marivaux will become a wholly-owned subsidiary of TMDSB, which is a wholly-owned subsidiary of the Company. 42. MATERIAL LITIGATION On 26 August 2013, the Company received an order from the Arbitral Tribunal to add the Company as a party to the arbitration proceedings between Dijaya-Malind JV (Mauritius) Limited (“DMML”), Dijaya-Malind Properties (India) Private Limited (“DMPPL”) and Starlite Global Enterprise (India) Limited (“SGEIL”) (“Order”). The arbitration proceedings were previously instituted by DMML and DMPPL against SGEIL to seek the return of the deposit sum and damages arising from termination of the Deed of Novation cum Joint Development Agreement. The Company appealed to the City Civil Court of Hyderabad against the Order which was dismissed on 2 June 2014. As our legal counsel opines the Order was erroneous and wrong in law, the Company has filed a further appeal to the High Court of Judicature of Andhra Pradesh and is pending hearing date to be set. 43. CAPITAL MANAGEMENT The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2017 and 31 December 2016. The Group monitors capital using a gearing ratio, which is net debt divided by total capital. The Group includes within net debt, loans and borrowings less cash and bank balances. Capital refers to equity attributable to owners of the Parent. Group Company 2017 RM’000 2016 RM’000 2017 RM’000 2016 RM’000 Borrowings (Note 31) 1,847,774 1,813,264 483,498 498,483 Less: Cash and bank balances (Note 25) (941,410) (841,265) (52,654) (200,397) Net debt 906,364 971,999 430,844 298,086 Equity attributable to the owners of the Parent 3,303,628 3,126,900 2,719,485 2,155,641 Gearing ratio 0.27 0.31 0.16 0.14 ANALYSIS OF SHAREHOLDINGS As at 23 March 2018 SHARE CAPITAL Issued share capital : RM1,470,417,161 Adjusted issued share capital : RM1,463,771,219 (exclude 6,645,942 treasury shares) Class of shares : Ordinary Shares Voting rights : 1 vote per ordinary share held (on poll) DISTRIBUTION OF SHAREHOLDINGS Sizes of Shareholdings No. of Holders No. of Holdings % of Holdings Malaysian Foreign Malaysian Foreign Malaysian Foreign 1 - 99 1,144 26 36,251 797 0.00 0.00 100 - 1,000 517 6 181,672 2,150 0.01 0.00 1,001 - 10,000 6,349 68 20,931,659 220,174 1.43 0.02 10,001 - 100,000 2,426 54 57,627,308 2,434,134 3.94 0.17 100,001 - 73,188,559* 307 49 1,031,658,074 57,514,684 70.48 3.93 73,188,560 and above** 3 0 293,164,316 0 20.03 0.00 Total 10,746 203 1,403,599,280 60,171,939 95.89 4.11 Grand Total 10,949 1,463,771,219 100.00 Notes: * less than 5% of issued holdings ** 5% and above of issued holdings SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS (Exclude bare trustees) Names No. of Shares Held Direct Interest % Deemed Interest % Tan Sri Dato’ Tan Chee Sing 361,645,957 24.70 570,110,834 (1) 38.95 Tan Sri Dr Lim Wee Chai 150,702,783 10.30 - - Aliran Firasat Sdn Bhd 298,057,597 20.36 - - Golden Diversity Sdn Bhd 140,910,802 9.63 - - Impeccable Ace Sdn Bhd 131,142,435 8.96 - - Notes: (1) Deemed interested by virtue of his interests in Aliran Firasat Sdn Bhd, Golden Diversity Sdn Bhd and Impeccable Ace Sdn Bhd pursuant to Section 8 of the Companies Act 2016 DIRECTORS’ SHAREHOLDINGS IN THE COMPANY AS PER THE REGISTER OF DIRECTORS’ SHAREHOLDINGS Names No. of Shares Held Direct Interest % Deemed Interest % Tan Sri Dr Lim Wee Chai 150,702,783 10.30 - - TROPICANA CORPORATION BERHAD Annual Report 2017 ABOUT TROPICANA STRATEGIC PERFORMANCE LEADERSHIP SUSTAINABILITY GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION