46. MATERIAL LITIGATION (CONT’D.) (ii) On March 2021, Tropicana Corporation Berhad (“TCB”) was served with a claim for alleged relocation costs of RM25 million from Austin Powder Asia Pacific Inc (“AP”) in relation to a Corporate Guarantee dated 2 July 2015 (“CG”) provided by TCB to AP (“Claim”). The CG was provided by TCB pursuant to a Share Purchase Agreement dated 15 April 2015 and Supplement to Share Purchase Agreement dated 29 June 2015 between AP, Tropicana Tenaga Kimia Sdn Bhd (now known as Tropicana Saujana Sdn Bhd, a subsidiary of TCB) (“TSSB”) and one Mr Onn Hoe Sing in relation to the disposal of the shares held by TSSB in Tenaga Kimia Sdn Bhd. TCB is resisting the baseless Claim and has duly filed its defence on 17 May 2021 and also filed an application to strike out the Claim on 22 July 2021. As at the reporting date, the Claim is on-going and the next return date before the court is scheduled on 17 June 2022. TCB has been advised by its legal counsel that it has a fair chance of defeating the Claim and the possibility of winning the case is subjected to evidence and documents from both parties as well as interpretation of the same by the court. No provision for any liability has been made to TCB’s financial statements for financial year ended 31 December 2021 as the Board is confident with a positive outcome of the suit. 47. CAPITAL MANAGEMENT The primary objective of the Group’s and of the Company’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 shareholders’ value. The Group and the Company manage their capital structure and make adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company 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 financial years ended 31 December 2021 and 31 December 2020. The Group and the Company monitor capital using a gearing ratio, which is net debt divided by total equity. The Group and the Company include within net debt, loans and borrowings less cash and bank balances. Group Company 2021 2020 2021 2020 RM’000 RM’000 RM’000 RM’000 Borrowings (Note 32) 3,915,803 3,596,771 1,823,014 1,671,761 Less: Cash and bank balances (Note 26) (638,603) (621,892) (46,548) (64,975) Net debt 3,277,200 2,974,879 1,776,466 1,606,786 Total equity 5,984,117 5,759,306 3,888,106 3,694,902 Gearing ratio 0.55 0.52 0.46 0.43 The gearing ratio is not governed by the MFRS and its definition and calculation may vary from one group/company to another. FINANCIAL STATEMENTS NOTES TO THE For the financial year ended 31 December 2021 ORDINARY SHARES Class of shares : Ordinary shares Listing status : Quoted on the Main Market of Bursa Malaysia Securities Berhad Total issued shares : 1,544,425,550 ordinary shares Treasury shares : 29,494,743 treasury shares held by the Company Voting rights : One vote per ordinary share DISTRIBUTION OF SHAREHOLDINGS Sizes of Shareholdings No. of Holders % of Holders Total Holdings % of Holdings 1 to 99 2,011 21.88 70,314 # 100 to 1,000 604 6.57 187,829 0.01 1,001 to 10,000 4,877 53.07 15,706,083 1.04 10,001 to 100,000 1,465 15.94 35,237,490 2.33 100,001 to 75,746,539* 231 2.52 1,289,608,654 85.13 75,746,540 and above ** 2 0.02 174,120,437 11.49 Total 9,190 100.00 1,514,930,807@ 100.00 Notes: # Negligible * Less than 5% of issued ordinary shares ** 5% and above of issued ordinary shares @ exclude a total of 29,494,743 treasury shares retained by the Company as per record of depositors as at 23 March 2022 SUBSTANTIAL SHAREHOLDERS AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS (excluding bare trustees) No. of Ordinary Shares Held Names Direct Deemed Interest % Interest % Tan Sri Dato’ Tan Chee Sing 371,462,475 24.52 540,962,817(1) 35.71 Aliran Firasat Sdn Bhd 294,684,845 19.45 – – Tan Sri Dr Lim Wee Chai 162,208,937 10.71 – – Golden Diversity Sdn Bhd 146,933,397 9.70 – – Impeccable Ace Sdn Bhd 99,344,575 6.56 – – Notes: (1) Deemed interest 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 (“Act”). As at 23 March 2022 SHAREHOLDINGS ANALYSIS OF Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 348 349
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