Serba Dinamik Annual Report 2019

340 2019 ANNUAL REPORT ADDITIONAL INFORMATION SERBA DINAMIK HOLDINGS BERHAD N O T I C E O F T H E F O U R T H A N N U A L G E N E R A L M E E T I N G Utilisation purposes Partial repayment of bank borrowings Working capital Estimated expenses in relation to the Proposed Private Placement Total estimated proceeds Proposed utilisation (RM’mil) 200.00 245.55 11.14 456.69 Expected utilisation timeframe 24 months 12 months Immediate Actual utilisation (RM’mil) 0.00 0.00 7.22 7.22 Balance (RM’mil) 200.00 245.55 3.92 449.47 The utilisation of the proceeds as disclosed above should be read in conjunction with the announcement made by the Company on 23 April 2020. The proposed Resolution 6 is to seek for Shareholders’ Mandate to allow the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature and to enable the Company to complywith Paragraph 10.09, Part E of the Listing Requirement for the Main Market of Bursa Malaysia Securities Berhad. The mandate will take effect from the date of the passing of the ordinary resolution until the next AGM of the Company. For further information, please refer to the Circular to Shareholders dated 29 May 2020 accompanying the Company’s Annual Report for the financial year ended 31 December 2019. 6. Proposed Renewal of Shareholders’ Mandate for Share Buy-Back by the Company The proposed Resolution 7, if passed, will empower the Directors of the Company to purchase up to 10% of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the retained profits of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. For further information, please refer to the Share Buy-Back Statement dated 29May 2020 accompanying the Company’s Annual Report for the financial year ended 31 December 2019. 7. Proposed Renewal of Authority to Issue & Allot Shares pursuant to Sections 75 & 76 of the Companies Act 2016 The Resolution 8 is proposed pursuant to Sections 75 and 76 of the Companies Act 2016, and if passed, will give the Directors of the Company, from the date of the above AGM, authority to allot shares in the Company up to and not exceeding in total ten per cent (10%) of the total number of issued shares of the Company for such purposes as the Directors deem fit and in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier. This general mandate is a renewal of the last general mandate granted to the Directors at the Third AGM held on 20 June 2019 and which will lapse at the conclusion of the Fourth AGM. The renewal of this general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment, working capital and/ or acquisitions. The Company had on 4 May 2020 issued and allotted a total of 306,507,000 new ordinary shares at RM1.49 per share under a private placement (“Placement”) pursuant to the general mandate which was approved by the shareholders at the Company’s Third AGM held on 20 June 2019. The total proceeds raised from the Placement exercise as at 13 May 2020 is RM456,695,430 and the utilisation of the said proceeds are as follows: