180 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 8. Effects of Proposed Shares Buy-Back (Cont’d) 8.4 Earnings The effect of the Proposed Share Buy-Back on the EPS of GHL will depend on, inter-alia, the actual number of purchased GHL Shares 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 Share Buy-Back, if exercised, is not expected to have any material effect on the EPS of GHL for the financial year ended 31 December 2021. 8.5 Dividends The above Proposed Share Buy-Back is not expected to have any impact on the dividend payment as the Board will take into considerations the Company’s profit, cash flow and the capital commitments before proposing any dividend payment. 9. Malaysian Code on Take-Overs and Mergers 2016 (CODE) The Proposed Shares 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 twelve (12) months The Company did not undertake any Share Buy-Back during the financial year ended 31 December 2021. There is no cancellation of shares made in the preceding 12 months. 11. Proposed Intention of the Directors to Deal with the Shares so Purchased 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. STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES CONT’D
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