8. Effects of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back (Cont’d) 8.4 Earnings and EPS The effect of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back on the earnings and EPS of GHL will depend on, inter-alia, the actual number of shares purchased 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 Renewal of Shareholders’ Mandate for Share Buy-Back, if exercised, is not expected to have any material effect on the EPS of GHL. 8.5 Dividends The Proposed Renewal of Shareholders’ Mandate for Share Buy-Back is not expected to have any impact on the dividend payment as the Board will take into consideration the Company’s profit, cash flow and the capital commitments before proposing any dividend payment. 9. Implications of the Proposed Renewal of Shareholders’ Mandate relating to the Malaysian Code on TakeOvers and Mergers 2016 (“the Code”) Pursuant to the Code and the Rules on Take-Overs, Mergers and Compulsory Acquisitions (“the Rules”), a person or a group of persons acting in concert will be required to make a mandatory general offer for the remaining shares not held by him/them if his stake(s) in the company is increased beyond 33% of its total number of issued shares or his existing shareholding of more than 33% but less than 50% has increased by another 2% in any six (6) months’ period. The Proposed Renewal of Shareholders’ Mandate for Share Buy-Back, if carried out in full (whether shares are cancelled or treated as treasury shares) may result in any substantial shareholder together with parties acting in concert triggering mandatory general offer obligations under the Code and the Rules. However, an exemption from mandatory offer obligation may be granted by the Securities Commission (“SC”), subject to certain conditions being met since the increase in their shareholding is inadvertent and is a result of action that is outside their direct participation. In the event the proposed waiver is not granted by SC, the Company will only proceed with the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back to the extent that it will not contravene the limit as provided under the Code. 10. Purchases Made in the Preceding Twelve (12) Months The Company has not made any purchase, resell, transfer and/or cancellation of its own shares in the twelve (12) months preceding the date of this Statement. 11. Proposed Intention of the Directors to Deal with the Shares so Purchased The Proposed Renewal of Shareholders’ Mandate for Share Buy-Back, 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. STATEMENT TO SHAREHOLDERS in relation to the proposed renewal of authority for the Company to purchase of its own shares representing up to 10% of the total number of issued shares of the Company (“Proposed Renewal of Shareholders’ Mandate for Share Buy-Back”) CONT’D 175 ANNUAL REPORT 2023
RkJQdWJsaXNoZXIy NDgzMzc=