ENRA Group Berhad | Annual Report 2022 75 DIRECTORS’ REPORT TREASURY SHARES As at 31 March 2022, the Company held 1,289,400 treasury shares at a total cost of RM1,199,540. WARRANTS 2020/2025 On 7 January 2021, the Company listed and quoted 44,971,973 Warrants pursuant to the Issuance of Free Warrants on the basis of one (1) Warrant for every three (3) existing shares held in the Company. The Warrants are constituted by the Deed Poll dated 8 December 2020 (“Deed Poll”). Salient features of the Warrants are as follows: (a) Each Warrant entitles the registered holder thereof (“Warrant holder(s)”) to subscribe for one (1) new ordinary share in the Company at an exercise price of RM1.00 during the 5-year period expiring on 26 December 2025 (“Exercise Period”); (b) Any Warrant not exercised upon expiry of the Exercise Period will thereafter lapse and cease to be valid for any purpose; (c) The Exercise Price and/or the number of the unexercised Warrant shall, from time to time be adjusted, calculated or determined by the Board in consultation with an approved adviser appointed by the Company and certified by the auditors of the Company, in accordance with the provisions of the Deed Poll; (d) The Warrant Holders shall not be entitled to participate in any rights, allotment, dividends and/or other forms of distributions which may be declared, made or paid, where the entitlement date of which precedes the date of allotment of the new Company Shares. The Warrant Holders are not entitled to any voting rights in any general meeting of the Company or to participate in any form of distribution and/or offer of securities in the Company unless otherwise resolved by the shareholders of the Company or the Warrant Holders (or any of them) become shareholders of the Company by exercising their Warrants; and (e) If a resolution is passed for a members’ voluntary winding-up of the Company, or where there is a compromise or arrangement, whether or not for the purpose of or in connection with a scheme for the reconstruction of the Company or the amalgamation of the Company with one or more companies, then: (i) for the purposes of such winding-up, compromise or arrangement (other than a consolidation, amalgamation or merger in which the Company is the continuing corporation) to which the registered Warrant Holder (or some other persons designated by them for such purpose by special resolution) shall be a party, the terms of such winding-up, compromise or arrangement shall be binding on all the registered Warrant Holders; and (ii) in any other case, every Warrant Holder shall be entitled, upon and subject to the provisions of the Deed Poll, at any time within six (6) weeks after the passing of such resolution for a members’ voluntary winding up of the Company or within six (6) weeks after the granting of the court order approving the compromise or arrangement, by the irrevocable surrender of his/her Warrants to the Company, submitting the exercise form duly completed together with payment of the relevant exercise money, to elect to be treated as if he had immediately prior to the commencement of such winding-up, compromise or arrangement (as the case may be), exercised the exercise rights represented by such Warrants to the extent specified in the relevant exercise form and be entitled to receive out of the assets of the Company which would be available in liquidation if he/she had on such date been the holder of the new Company Shares to which he/she would have become entitled pursuant to such exercise and the liquidator of the Company shall give effect to such election accordingly. There was no exercised of Warrant during the financial year ended 31 March 2022.
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