-
KERJAYA PROSPEK GROUP BERHAD (Company No. 122592-U)(Incorporated
in Malaysia)
PART A
STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF
THE SHARE BUY-BACK AUTHORITY
PART B
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF
THE SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The above proposals will be tabled as special business at the
Thirty-Fifth Annual General Meeting (“35th AGM”) of Kerjaya Prospek
Group Berhad to be held at Tiara Rini Ballroom, First Floor, The
Royale Chulan Damansara, 2 Jalan PJU 7/3, Mutiara Damansara, 47180
Petaling Jaya, Selangor on Thursday, 30 May 2019 at 11.00 a.m. The
Notice of the 35th AGM which sets out the resolutions to consider
the abovementioned proposals together with the Form of Proxy
relating thereto are incorporated in the 2018 Annual Report of the
Company which is despatched together with this document. You are
advised to refer to the Notice of the 35th AGM and the Form of
Proxy which are enclosed.
If you are unable to attend and vote at the meeting, you may
complete the Form of Proxy and deposit it at the Registered Office
of the Company at 802, 8th Floor, Block C, Kelana Square, 17 Jalan
SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not later than
forty-eight (48) hours before the time set for the meeting or at
any adjournment thereof. The lodgement of the Form of Proxy will
not preclude you from attending and voting in person at the meeting
should you subsequently wish to do so.
The last day, date and time for lodging the Form of Proxy :
Tuesday, 28 May 2019 at 11.00 a.mDay, date and time of the Annual
General Meeting : Thursday, 30 May 2019 at 11.00 a.m
This Circular is dated 30 April 2019
THIS STATEMENT/CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action you should
take, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no
responsibility for the contents of this Statement/Circular and
makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this Statement/Circular. Bursa Securities has not
perused the contents of this Statement/Circular prior to its
issuance.You should rely on you own evaluation to assess the merits
and risks of the proposals in this Statement/Circular.
KERJAYA PROSPEK GROUP BERHAD (Company No. 122592-U)(Incorporated
in Malaysia)
PART A
STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF
THE SHARE BUY-BACK AUTHORITY
PART B
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED
SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The above proposals will be tabled as special business at the
Thirty-Fifth Annual General Meeting (“35th AGM”) of Kerjaya Prospek
Group Berhad to be held at Tiara Rini Ballroom, First Floor, The
Royale Chulan Damansara, 2 Jalan PJU 7/3, Mutiara Damansara, 47180
Petaling Jaya, Selangor on Thursday, 30 May 2019 at 11.00 a.m. The
Notice of the 35th AGM which sets out the resolutions to consider
the abovementioned proposals together with the Form of Proxy
relating thereto are incorporated in the 2018 Annual Report of the
Company which is despatched together with this document. You are
advised to refer to the Notice of the 35th AGM and the Form of
Proxy which are enclosed.
If you are unable to attend and vote at the meeting, you may
complete the Form of Proxy and deposit it at the Registered Office
of the Company at 802, 8th Floor, Block C, Kelana Square, 17 Jalan
SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not later than
forty-eight (48) hours before the time set for the meeting or at
any adjournment thereof. The lodgement of the Form of Proxy will
not preclude you from attending and voting in person at the meeting
should you subsequently wish to do so.
The last day, date and time for lodging the Form of Proxy :
Tuesday, 28 May 2019 at 11.00 a.mDay, date and time of the Annual
General Meeting : Thursday, 30 May 2019 at 11.00 a.m
This Circular is dated 30 April 2019
THIS STATEMENT/CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action you should
take, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no
responsibility for the contents of this Statement/Circular and
makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this Statement/Circular. Bursa Securities has not
perused the contents of this Statement/Circular prior to its
issuance. You should rely on you own evaluation to assess the
merits and risks of the proposals in this Statement/Circular.
KERJAYA PROSPEK GROUP BERHAD (Company No. 122592-U)(Incorporated
in Malaysia)
PART A
STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF
THE SHARE BUY-BACK AUTHORITY
PART B
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF
THE SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The above proposals will be tabled as special business at the
Thirty-Fifth Annual General Meeting (“35th AGM”) of Kerjaya Prospek
Group Berhad to be held at Tiara Rini Ballroom, First Floor, The
Royale Chulan Damansara, 2 Jalan PJU 7/3, Mutiara Damansara, 47180
Petaling Jaya, Selangor on Thursday, 30 May 2019 at 11.00 a.m. The
Notice of the 35th AGM which sets out the resolutions to consider
the abovementioned proposals together with the Form of Proxy
relating thereto are incorporated in the 2018 Annual Report of the
Company which is despatched together with this document. You are
advised to refer to the Notice of the 35th AGM and the Form of
Proxy which are enclosed.
If you are unable to attend and vote at the meeting, you may
complete the Form of Proxy and deposit it at the Registered Office
of the Company at 802, 8th Floor, Block C, Kelana Square, 17 Jalan
SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not later than
forty-eight (48) hours before the time set for the meeting or at
any adjournment thereof. The lodgement of the Form of Proxy will
not preclude you from attending and voting in person at the meeting
should you subsequently wish to do so.
The last day, date and time for lodging the Form of Proxy :
Tuesday, 28 May 2019 at 11.00 a.mDay, date and time of the Annual
General Meeting : Thursday, 30 May 2019 at 11.00 a.m
This Circular is dated 30 April 2019
THIS STATEMENT/CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action you should
take, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no
responsibility for the contents of this Statement/Circular and
makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this Statement/Circular. Bursa Securities has not
perused the contents of this Statement/Circular prior to its
issuance.You should rely on you own evaluation to assess the merits
and risks of the proposals in this Statement/Circular.
KERJAYA PROSPEK GROUP BERHAD (Company No. 122592-U)(Incorporated
in Malaysia)
PART A
STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF
THE SHARE BUY-BACK AUTHORITY
PART B
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED
SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The above proposals will be tabled as special business at the
Thirty-Fifth Annual General Meeting (“35th AGM”) of Kerjaya Prospek
Group Berhad to be held at Tiara Rini Ballroom, First Floor, The
Royale Chulan Damansara, 2 Jalan PJU 7/3, Mutiara Damansara, 47180
Petaling Jaya, Selangor on Thursday, 30 May 2019 at 11.00 a.m. The
Notice of the 35th AGM which sets out the resolutions to consider
the abovementioned proposals together with the Form of Proxy
relating thereto are incorporated in the 2018 Annual Report of the
Company which is despatched together with this document. You are
advised to refer to the Notice of the 35th AGM and the Form of
Proxy which are enclosed.
If you are unable to attend and vote at the meeting, you may
complete the Form of Proxy and deposit it at the Registered Office
of the Company at 802, 8th Floor, Block C, Kelana Square, 17 Jalan
SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not later than
forty-eight (48) hours before the time set for the meeting or at
any adjournment thereof. The lodgement of the Form of Proxy will
not preclude you from attending and voting in person at the meeting
should you subsequently wish to do so.
The last day, date and time for lodging the Form of Proxy :
Tuesday, 28 May 2019 at 11.00 a.mDay, date and time of the Annual
General Meeting : Thursday, 30 May 2019 at 11.00 a.m
This Circular is dated 30 April 2019
THIS STATEMENT/CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action you should
take, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no
responsibility for the contents of this Statement/Circular and
makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this Statement/Circular. Bursa Securities has not
perused the contents of this Statement/Circular prior to its
issuance. You should rely on you own evaluation to assess the
merits and risks of the proposals in this Statement/Circular.
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CONTENTS
PAGELETTER TO OUR SHAREHOLDERS CONTAINING:-
PART A – STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED
RENEWAL OF THE SHARE BUY-BACK AUTHORITY
1.0 INTRODUCTION……………………………………………………………………………………. 1
2.0 DETAILS OF THE PROPOSED SHARE BUY-BACK MANDATE ………………………………
2
3.0 FINANCIAL EFFECTS ON THE PROPOSED SHARE BUY-BACK MANDATE
………………. 4
4.0 IMPLICATION RELATING TO THE CODE ……………………………………………………… 7
5.0 PURCHASES OR RESALE OR CANCELLATION OF TREASURY SHARES
DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
……………………………………………….. 7
6.0 HISTORICAL SHARE PRICES……………………………………………………………………... 9
7.0 APPROVAL REQUIRED …………………………………………………………………………… 9
8.0 DIRECTORS’ RECOMMENDATION ……………………………………………………………... 9
9.0 AGM …………………………………………………………………………………………………. 9
10.0 FURTHER INFORMATION ………………………………………………………………………... 10
PART B – CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED
RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE
1.0 INTRODUCTION …………………………………………………………………………………… 11
2.0 DETAILS OF THE PROPOSED RRPT MANDATE ……………………………………………….
12
3.0 RATIONALE FOR THE PROPOSED RRPT MANDATE …………………………………………
17
4.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS …………………………………..
18
5.0 EFFECTS OF THE PROPOSED RRPT MANDATE ……………………………………………….
19
6.0 VALIDITY PERIOD ………………………………………………………………………………… 19
7.0 APPROVAL REQUIRED …………………………………………………………………………… 19
8.0 DIRECTORS’ RECOMMENDATION ……………………………………………………………... 19
9.0 AGM …………………………………………………………………………………………………. 19
10.0 FURTHER INFORMATION ……………………………………………………………………….. 20
APPENDICES
APPENDIX A : FURTHER INFORMATION ……………………………………………………………… 21
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PART A
STATEMENT TO THE SHAREHOLDERS IN RELATION TO
THE PROPOSED RENEWAL OF THE SHARE BUY-BACK AUTHORITY
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DEFINITIONS FOR PART A
Except where the context otherwise required, the following
definitions shall apply throughout Part A of this Statement and the
accompanying appendices:
“Act” : Companies Act 2016, as amended from time to time
including any re-enactment thereof
“35th AGM” : Thirty-Fifth Annual General Meeting
“Board” : Board of Directors of Kerjaya
“Bursa Securities” : Bursa Malaysia Securities Berhad
(635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers 2016, as
amended from time to time including any re-enactment thereof
“EPS” : Earnings per share
“Kerjaya” or “Company” : Kerjaya Prospek Group Berhad
(122592-U)
“Listing Requirements” : Bursa Securities Main Market Listing
Requirements, including any amendments thereto that may be made
from time to time
“LPD” : 30 March 2019, being the latest practicable date prior
to the printing of this Statement
“Major Shareholder” : A person who has an interest or interests
in one (1) of more voting shares in Kerjaya and the number or
aggregate number of those shares, is:-
(a) ten percent (10%) or more of the total number of voting
shares in Kerjaya; or
(b) five (5%) or more of the total number of voting shares in
Kerjaya where such person is the largest shareholder of
Kerjaya.
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
Major shareholder(s) shall include any person who is or was
within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, a major shareholder of
Kerjaya
“NA” : Net Assets
“Proposed Share Buy-Back Mandate”
: Proposed renewal of Shareholders’ Mandate to enable Kerjaya to
purchase its own shares up to ten per centum (10%) of the Company’s
total number of issued Shares at any point in time
“Purchased Shares” or “Purchased Kerjaya Shares”
: Shares purchased pursuant to the Proposed Share Buy-Back
Mandate
“RM” and “Sen” : Ringgit Malaysia and Sen respectively
“Shares” or “Kerjaya Shares” : Ordinary Shares in Kerjaya
“Substantial Shareholder” : A person who has an interest or
interests in one (1) or more voting shares in Kerjaya and the
number or aggregate number of such shares is not less than five
percent(5%) of the total number of all the voting shares in
Kerjaya
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
“Treasury Shares” : Purchased Kerjaya Shares which will be
retained in treasury
“Warrants” : The outstanding 169,358,984 warrants of the Company
as at LPD which were issued on 1 March 2018 and are expiring on 28
February 2023, constituted under the Deed Poll dated 12 February
2018 each carrying the right to subscribe for one (1) new share in
Kerjaya at the exercise price of RM1.60
Words importing the singular shall, where applicable, include
the plural and vice versa and words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa. Reference to persons shall include corporation,
unless otherwise specified.
Any reference in this Statement to any enactment is a reference
to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Statement shall be
reference to Malaysian time, unless otherwise stated.I
DEFINITIONS FOR PART A
Except where the context otherwise required, the following
definitions shall apply throughout Part A of this Statement and the
accompanying appendices:
“Act” : Companies Act 2016, as amended from time to time
including any re-enactment thereof
“35th AGM” : Thirty-Fifth Annual General Meeting
“Board” : Board of Directors of Kerjaya
“Bursa Securities” : Bursa Malaysia Securities Berhad
(635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers 2016, as
amended from time to time including any re-enactment thereof
“EPS” : Earnings per share
“Kerjaya” or “Company” : Kerjaya Prospek Group Berhad
(122592-U)
“Listing Requirements” : Bursa Securities Main Market Listing
Requirements, including any amendments thereto that may be made
from time to time
“LPD” : 30 March 2019, being the latest practicable date prior
to the printing of this Statement
“Major Shareholder” : A person who has an interest or interests
in one (1) of more voting shares in Kerjaya and the number or
aggregate number of those shares, is:-
(a) ten percent (10%) or more of the total number of voting
shares in Kerjaya; or
(b) five (5%) or more of the total number of voting shares in
Kerjaya where such person is the largest shareholder of
Kerjaya.
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
Major shareholder(s) shall include any person who is or was
within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, a major shareholder of
Kerjaya
“NA” : Net Assets
“Proposed Share Buy-Back Mandate”
: Proposed renewal of Shareholders’ Mandate to enable Kerjaya to
purchase its own shares up to ten per centum (10%) of the Company’s
total number of issued Shares at any point in time
“Purchased Shares” or “Purchased Kerjaya Shares”
: Shares purchased pursuant to the Proposed Share Buy-Back
Mandate
“RM” and “Sen” : Ringgit Malaysia and Sen respectively
“Shares” or “Kerjaya Shares” : Ordinary Shares in Kerjaya
“Substantial Shareholder” : A person who has an interest or
interests in one (1) or more voting shares in Kerjaya and the
number or aggregate number of such shares is not less than five
percent(5%) of the total number of all the voting shares in
Kerjaya
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
“Treasury Shares” : Purchased Kerjaya Shares which will be
retained in treasury
“Warrants” : The outstanding 169,358,984 warrants of the Company
as at LPD which were issued on 1 March 2018 and are expiring on 28
February 2023, constituted under the Deed Poll dated 12 February
2018 each carrying the right to subscribe for one (1) new share in
Kerjaya at the exercise price of RM1.60
Words importing the singular shall, where applicable, include
the plural and vice versa and words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa. Reference to persons shall include corporation,
unless otherwise specified.
Any reference in this Statement to any enactment is a reference
to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Statement shall be
reference to Malaysian time, unless otherwise stated.I
DEFINITIONS FOR PART A
Except where the context otherwise required, the following
definitions shall apply throughout Part A of this Statement and the
accompanying appendices:
“Act” : Companies Act 2016, as amended from time to time
including any re-enactment thereof
“35th AGM” : Thirty-Fifth Annual General Meeting
“Board” : Board of Directors of Kerjaya
“Bursa Securities” : Bursa Malaysia Securities Berhad
(635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers 2016, as
amended from time to time including any re-enactment thereof
“EPS” : Earnings per share
“Kerjaya” or “Company” : Kerjaya Prospek Group Berhad
(122592-U)
“Listing Requirements” : Bursa Securities Main Market Listing
Requirements, including any amendments thereto that may be made
from time to time
“LPD” : 30 March 2019, being the latest practicable date prior
to the printing of this Statement
“Major Shareholder” : A person who has an interest or interests
in one (1) of more voting shares in Kerjaya and the number or
aggregate number of those shares, is:-
(a) ten percent (10%) or more of the total number of voting
shares in Kerjaya; or
(b) five (5%) or more of the total number of voting shares in
Kerjaya where such person is the largest shareholder of
Kerjaya.
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
Major shareholder(s) shall include any person who is or was
within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, a major shareholder of
Kerjaya
“NA” : Net Assets
“Proposed Share Buy-Back Mandate”
: Proposed renewal of Shareholders’ Mandate to enable Kerjaya to
purchase its own shares up to ten per centum (10%) of the Company’s
total number of issued Shares at any point in time
“Purchased Shares” or “Purchased Kerjaya Shares”
: Shares purchased pursuant to the Proposed Share Buy-Back
Mandate
“RM” and “Sen” : Ringgit Malaysia and Sen respectively
“Shares” or “Kerjaya Shares” : Ordinary Shares in Kerjaya
“Substantial Shareholder” : A person who has an interest or
interests in one (1) or more voting shares in Kerjaya and the
number or aggregate number of such shares is not less than five
percent(5%) of the total number of all the voting shares in
Kerjaya
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
“Treasury Shares” : Purchased Kerjaya Shares which will be
retained in treasury
“Warrants” : The outstanding 169,358,984 warrants of the Company
as at LPD which were issued on 1 March 2018 and are expiring on 28
February 2023, constituted under the Deed Poll dated 12 February
2018 each carrying the right to subscribe for one (1) new share in
Kerjaya at the exercise price of RM1.60
Words importing the singular shall, where applicable, include
the plural and vice versa and words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa. Reference to persons shall include corporation,
unless otherwise specified.
Any reference in this Statement to any enactment is a reference
to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Statement shall be
reference to Malaysian time, unless otherwise stated.I
DEFINITIONS FOR PART A
Except where the context otherwise required, the following
definitions shall apply throughout Part A of this Statement and the
accompanying appendices:
“Act” : Companies Act 2016, as amended from time to time
including any re-enactment thereof
“35th AGM” : Thirty-Fifth Annual General Meeting
“Board” : Board of Directors of Kerjaya
“Bursa Securities” : Bursa Malaysia Securities Berhad
(635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers 2016, as
amended from time to time including any re-enactment thereof
“EPS” : Earnings per share
“Kerjaya” or “Company” : Kerjaya Prospek Group Berhad
(122592-U)
“Listing Requirements” : Bursa Securities Main Market Listing
Requirements, including any amendments thereto that may be made
from time to time
“LPD” : 30 March 2019, being the latest practicable date prior
to the printing of this Statement
“Major Shareholder” : A person who has an interest or interests
in one (1) of more voting shares in Kerjaya and the number or
aggregate number of those shares, is:-
(a) ten percent (10%) or more of the total number of voting
shares in Kerjaya; or
(b) five (5%) or more of the total number of voting shares in
Kerjaya where such person is the largest shareholder of
Kerjaya.
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
Major shareholder(s) shall include any person who is or was
within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, a major shareholder of
Kerjaya
“NA” : Net Assets
“Proposed Share Buy-Back Mandate”
: Proposed renewal of Shareholders’ Mandate to enable Kerjaya to
purchase its own shares up to ten per centum (10%) of the Company’s
total number of issued Shares at any point in time
“Purchased Shares” or “Purchased Kerjaya Shares”
: Shares purchased pursuant to the Proposed Share Buy-Back
Mandate
“RM” and “Sen” : Ringgit Malaysia and Sen respectively
“Shares” or “Kerjaya Shares” : Ordinary Shares in Kerjaya
“Substantial Shareholder” : A person who has an interest or
interests in one (1) or more voting shares in Kerjaya and the
number or aggregate number of such shares is not less than five
percent(5%) of the total number of all the voting shares in
Kerjaya
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
“Treasury Shares” : Purchased Kerjaya Shares which will be
retained in treasury
“Warrants” : The outstanding 169,358,984 warrants of the Company
as at LPD which were issued on 1 March 2018 and are expiring on 28
February 2023, constituted under the Deed Poll dated 12 February
2018 each carrying the right to subscribe for one (1) new share in
Kerjaya at the exercise price of RM1.60
Words importing the singular shall, where applicable, include
the plural and vice versa and words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa. Reference to persons shall include corporation,
unless otherwise specified.
Any reference in this Statement to any enactment is a reference
to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Statement shall be
reference to Malaysian time, unless otherwise stated.I
DEFINITIONS FOR PART A
Except where the context otherwise required, the following
definitions shall apply throughout Part A of this Statement and the
accompanying appendices:
“Act” : Companies Act 2016, as amended from time to time
including any re-enactment thereof
“35th AGM” : Thirty-Fifth Annual General Meeting
“Board” : Board of Directors of Kerjaya
“Bursa Securities” : Bursa Malaysia Securities Berhad
(635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers 2016, as
amended from time to time including any re-enactment thereof
“EPS” : Earnings per share
“Kerjaya” or “Company” : Kerjaya Prospek Group Berhad
(122592-U)
“Listing Requirements” : Bursa Securities Main Market Listing
Requirements, including any amendments thereto that may be made
from time to time
“LPD” : 30 March 2019, being the latest practicable date prior
to the printing of this Statement
“Major Shareholder” : A person who has an interest or interests
in one (1) of more voting shares in Kerjaya and the number or
aggregate number of those shares, is:-
(a) ten percent (10%) or more of the total number of voting
shares in Kerjaya; or
(b) five (5%) or more of the total number of voting shares in
Kerjaya where such person is the largest shareholder of
Kerjaya.
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
Major shareholder(s) shall include any person who is or was
within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, a major shareholder of
Kerjaya
“NA” : Net Assets
“Proposed Share Buy-Back Mandate”
: Proposed renewal of Shareholders’ Mandate to enable Kerjaya to
purchase its own shares up to ten per centum (10%) of the Company’s
total number of issued Shares at any point in time
“Purchased Shares” or “Purchased Kerjaya Shares”
: Shares purchased pursuant to the Proposed Share Buy-Back
Mandate
“RM” and “Sen” : Ringgit Malaysia and Sen respectively
“Shares” or “Kerjaya Shares” : Ordinary Shares in Kerjaya
“Substantial Shareholder” : A person who has an interest or
interests in one (1) or more voting shares in Kerjaya and the
number or aggregate number of such shares is not less than five
percent(5%) of the total number of all the voting shares in
Kerjaya
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
“Treasury Shares” : Purchased Kerjaya Shares which will be
retained in treasury
“Warrants” : The outstanding 169,358,984 warrants of the Company
as at LPD which were issued on 1 March 2018 and are expiring on 28
February 2023, constituted under the Deed Poll dated 12 February
2018 each carrying the right to subscribe for one (1) new share in
Kerjaya at the exercise price of RM1.60
Words importing the singular shall, where applicable, include
the plural and vice versa and words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa. Reference to persons shall include corporation,
unless otherwise specified.
Any reference in this Statement to any enactment is a reference
to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Statement shall be
reference to Malaysian time, unless otherwise stated.I
DEFINITIONS FOR PART A
Except where the context otherwise required, the following
definitions shall apply throughout Part A of this Statement and the
accompanying appendices:
“Act” : Companies Act 2016, as amended from time to time
including any re-enactment thereof
“35th AGM” : Thirty-Fifth Annual General Meeting
“Board” : Board of Directors of Kerjaya
“Bursa Securities” : Bursa Malaysia Securities Berhad
(635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers 2016, as
amended from time to time including any re-enactment thereof
“EPS” : Earnings per share
“Kerjaya” or “Company” : Kerjaya Prospek Group Berhad
(122592-U)
“Listing Requirements” : Bursa Securities Main Market Listing
Requirements, including any amendments thereto that may be made
from time to time
“LPD” : 30 March 2019, being the latest practicable date prior
to the printing of this Statement
“Major Shareholder” : A person who has an interest or interests
in one (1) of more voting shares in Kerjaya and the number or
aggregate number of those shares, is:-
(a) ten percent (10%) or more of the total number of voting
shares in Kerjaya; or
(b) five (5%) or more of the total number of voting shares in
Kerjaya where such person is the largest shareholder of
Kerjaya.
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
Major shareholder(s) shall include any person who is or was
within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, a major shareholder of
Kerjaya
“NA” : Net Assets
“Proposed Share Buy-Back Mandate”
: Proposed renewal of Shareholders’ Mandate to enable Kerjaya to
purchase its own shares up to ten per centum (10%) of the Company’s
total number of issued Shares at any point in time
“Purchased Shares” or “Purchased Kerjaya Shares”
: Shares purchased pursuant to the Proposed Share Buy-Back
Mandate
“RM” and “Sen” : Ringgit Malaysia and Sen respectively
“Shares” or “Kerjaya Shares” : Ordinary Shares in Kerjaya
“Substantial Shareholder” : A person who has an interest or
interests in one (1) or more voting shares in Kerjaya and the
number or aggregate number of such shares is not less than five
percent(5%) of the total number of all the voting shares in
Kerjaya
For the purpose of this definition, “interest in shares” shall
have the meaning given in Section 8 of the Act
“Treasury Shares” : Purchased Kerjaya Shares which will be
retained in treasury
“Warrants” : The outstanding 169,358,984 warrants of the Company
as at LPD which were issued on 1 March 2018 and are expiring on 28
February 2023, constituted under the Deed Poll dated 12 February
2018 each carrying the right to subscribe for one (1) new share in
Kerjaya at the exercise price of RM1.60
Words importing the singular shall, where applicable, include
the plural and vice versa and words importing the masculine gender
shall, where applicable, include the feminine and neuter genders
and vice versa. Reference to persons shall include corporation,
unless otherwise specified.
Any reference in this Statement to any enactment is a reference
to that enactment as for the time being amended or re-enacted.
Any reference to a time of day in this Statement shall be
reference to Malaysian time, unless otherwise stated.I i
-
KERJAYA PROSPEK GROUP BERHAD (Company No. 122592-U)(Incorporated
in Malaysia)
Registered Office 802, 8th Floor Block C, Kelana Square 17 Jalan
SS 7/26 47301 Petaling Jaya Selangor Darul Ehsan
30 April 2019
Board of Directors:- Datuk Tee Eng Ho (Executive Chairman) Datin
Toh Siew Chuon (Executive Director)Tee Eng Seng (Executive
Director) Khoo Siong Kee (Senior Independent Non-Executive
Director) Professor Datuk Dr. Nik Mohd Zain bin Nik Yusof
(Independent Non-Executive Director) Lim Kien Lai @ Lim Kean Lai
(Independent Non-Executive Director) Datuk Mohamed Razeek bin Md
Hussain Maricar (Independent Non-Executive Director)
To: Our Shareholders
Dear Sir/Madam
PROPOSED SHARE BUY-BACK MANDATE
1. INTRODUCTION
The Company had on 12 April 2019 announced its intention to seek
shareholders’ approval at the forthcoming 35th AGM for the Company
to purchase its Shares of up to ten per centum (10%) of the total
number of issued Shares at any point in time within the time period
stated below subject to compliance with Section 127 of the Act and
any prevailing laws, rules and regulations, orders, guidelines and
requirements issued by the relevant authorities (“Prevailing Law”)
at the time of the purchase.
The Share Buy-Back Mandate shall be effective upon the passing
of the ordinary resolution and will remain in effect until the
conclusion of the next AGM of the Company, or upon the expiration
of the period within which the next AGM is required by law to be
held, or if earlier revoked or varied by ordinary resolution of
shareholders of the Company in a general meeting, whichever occurs
first (“Validity Period of the Mandate”).
The Proposed Share Buy-Back Mandate does not impose an
obligation on Kerjaya to purchase its own Shares. The Proposed
Share Buy-Back Mandate will however allow your Directors to
exercise the power of the Company, after the minimum public
shareholding spread is met, to purchase its own Shares at any time
within the Validity Period of the Mandate. The actual number of
Kerjaya Shares to be purchased, the total amount of funds involved
for each purchase and the timing of the purchase would depend on
market sentiments of the stock market and the amount of retained
profits of Kerjaya.
The Proposed Share Buy-Back Mandate will be effected through
Kerjaya’s appointed stockbroker.
Further details of the Proposed Share Buy-Back Mandate are set
out herein of this Statement.
11
-
THE PURPOSE OF THIS STATEMENT IS TO PROVIDE YOU WITH THE
RELEVANT INFORMATION ON THE PROPOSED SHARE BUY-BACK MANDATE AND TO
SEEK YOUR APPROVAL FOR THE ORDINARY RESOLUTION RELATING TO THE
PROPOSED SHARE BUY-BACK MANDATE TO BE TABLED AT THE FORTHCOMING
35TH AGM, NOTICE OF WHICH IS SET OUT IN THE 2018 ANNUAL REPORT OF
THE COMPANY.
YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS AND APPENDICES
OF THIS DOCUMENT CAREFULLY BEFORE VOTING ON THE RESOLUTION
PERTAINING TO THE PROPOSED SHARE BUY-BACK MANDATE.
2. DETAILS OF THE PROPOSED SHARE BUY-BACK MANDATE
2.1 Rationale and Potential Advantages of the Proposed Share
Buy-Back Mandate
The Proposed Share Buy-Back Mandate will enable Kerjaya to
utilise its surplus financial resources, which is not immediately
required for other uses, to purchase Kerjaya Shares from the
market. The share buy-back may stabilise the supply, demand and
price of Kerjaya Shares in the open market, thereby supporting the
fundamental value of the Shares.
Where the Shares bought are retained as Treasury Shares, the
Board would have an option to distribute the Treasury Shares as
dividends to reward shareholders or resell the Treasury Shares at a
higher price on Bursa Securities and utilise the proceeds for any
feasible investment opportunity arising in the future, or as
working capital or deal the Treasury Shares in the manner permitted
by the Act as set out in item 2.5 above.
2.2 Maximum Limit
The maximum aggregate number of Shares which may be purchased by
the Company shall not exceed ten per centum (10%) of the total
number of issued Shares of the Company at any point in time. As at
LPD, the total number of issued shares of Kerjaya is 1,241,968,766
Shares. Specifically, the maximum number of Shares which may be
purchased by the Company will not be more than 124,196,876 Shares
based on its total number of issued Shares as at LPD subject to the
extent that the public shareholding spread of the Company shall not
fall below 25% of the total number of issued shares of the Company
in the hands of public shareholders (“Public Shareholding Spread”)
at all times pursuant to the Proposed Share Buy-Back Mandate as
stated in item 2.3 below.
2.3 Public Shareholding Spread
In accordance to Paragraph 12.14 of the Listing Requirements,
the Company can only undertake to purchase its own shares to the
extent that the Public Shareholding Spread of the Company shall not
fall below 25% at all times pursuant to the Proposed Share Buy-Back
Mandate.
The public shareholding spread of the Company as at LPD is
approximately 27.33%.
The Board is mindful of the Public Shareholding Spread
requirement and will continue to be mindful of the requirement when
making any purchase of Shares of the Company. The Company will
ensure that prior to any share buy-back exercise, the Public
Shareholding Spread of at least 25% is maintained.
Nonetheless, Kerjaya has Warrants in issue. Hence, the maximum
number of Kerjaya Shares that Kerjaya can purchase may change from
time to time during the Validity Period of the Mandate depending on
Kerjaya’s enlarged total number of issued Shares and the position
of its Public Shareholding Spread at the time of purchase of its
own shares.
The number of Shares that Kerjaya can purchase while maintaining
the 25% Public Shareholding Spread is illustrated in Section 3.1
below.
2.4 Funding
The Proposed Share Buy-Back Mandate, if implemented, is expected
to be financed by internally generated funds of the Kerjaya Group
and/or bank borrowings as long as the purchase is backed by an
equivalent amount of retained profits of the Company, subject to
compliance with the Prevailing Law.
2 2
-
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3
The maximum amount of funds to be allocated for the Proposed
Share Buy-Back Mandate will be limited to the amount of retained
profits of the Company. Based on the Company’s audited financial
statements as at 31 December 2018, the Company registered a
retained profits of RM72,826,097while the Group registered a
retained profits of RM341,474,802. Based on the latest unaudited
financial statements of the Company as at 28 February 2019, the
Company has a retained profits of RM73,097,699.
2.5 Treatment of Purchased Shares
Shares that are purchased pursuant to the Proposed Share
Buy-Back Mandate may be dealt with by the Directors in the
following manner:-
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as Treasury Shares; or
(c) retain part of the Shares so purchased as Treasury Shares
and/or cancel the remainder of the Shares/Treasury Shares; or
(d) distribute the Treasury Shares as dividends to shareholders;
or
(e) resell the Treasury Shares or any of the Treasury Shares on
Bursa Securities in accordance with the relevant rules of Bursa
Securities; or
(f) transfer the Treasury Shares or any of the Treasury Shares
for the purposes of or under an employees’ share scheme; or
(g) transfer the Treasury Shares or any of the Treasury Shares
as purchase consideration; or
(h) sell, transfer or otherwise use the Treasury Shares for such
other purposes as the Minister charged with the responsibility for
companies may by order prescribe.
Pursuant to Section 127(5) of the Act, shares that are purchased
by a company unless held in treasury, shall be deemed to be
cancelled immediately on purchase. Further, Section 127(8) of the
Act provides that the holder of treasury shares shall not
confer:-
(a) the right to attend and vote at meetings and any purported
exercise of such rights is void; and
(b) the right to receive dividends or other distribution,
whether cash or otherwise, of the company’s assets including any
distribution of assets upon winding-up of the company.
When the Directors intend to retain the Purchased Shares as
Treasury Shares, cancel the Purchased Shares, or both, an
appropriate announcement will be made to Bursa Securities as and
when the Proposed Share Buy-Back Mandate is exercised. If the Board
decides to retain the Purchased Shares as Treasury Shares, it may
later distribute the Treasury Shares as dividend to the
shareholders, cancel the Treasury Shares and/or resell the
Purchased Shares on Bursa Securities.
In the event Kerjaya purchases its own shares, Kerjaya is
required to immediately announce to Bursa Securities any
purchase(s) of its own shares. Likewise, Kerjaya is required to
immediately announce to Bursa Securities any resale or transfer of
its treasury shares on the day the resale or transfer are made.
2.6 Purchase Price
Kerjaya may purchase its own Shares at a price which is not more
than fifteen percent (15%) above the weighted average market price
for Kerjaya Shares for the past five (5) market days immediately
preceding the date of purchase. The Company may only resell
Treasury Shares on Bursa Securities at a price which is:-
(a) not less than the weighted average market price for the
Shares for the five (5) market days immediately prior to the
resale; or
(b) a discounted price of not more than five percent (5%) below
the weighted average market price for the Shares for the five (5)
market days immediately prior to the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from
the date of purchase; and (ii) the resale price is not less than
the cost of purchase of Shares being resold.
3 3
-
2.7 Risk Assessment and Potential Disadvantage of the Proposed
Share Buy-Back Mandate
The Proposed Share Buy-Back Mandate is not expected to have any
potential material disadvantages to the Company and its
shareholders as any share buy-back exercise will be undertaken only
after in-depth consideration of the financial resources of Kerjaya
and its subsidiaries and of the resultant impact on Kerjaya Group.
The Directors in exercising any decision on the Proposed Share
Buy-Back Mandate will be mindful of the interest of the Company and
that of its shareholders.
The Proposed Share Buy-Back Mandate, if implemented, will reduce
the financial resources of Kerjaya and may result in Kerjaya Group
foregoing any good investment opportunities that may emerge in the
future or, reduce interest income that may derive from depositing
the funds in interest bearing instruments. It may also result in a
lower amount of cash reserve available for dividends to be declared
to shareholders as funds are utilised to pay for the treasury
shares.
3. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK MANDATE
On the assumption that the Proposed Share Buy-Back Mandate is
carried out in full, the effects of the Proposed Share Buy-Back
Mandate on the share capital, NA, working capital, earnings and
shareholdings of Directors and Major Shareholders of Kerjaya are
set out below:-
3.1 Share Capital
The Proposed Share Buy-Back Mandate will result in the reduction
of the total number of issued Shares if the Shares so purchased are
cancelled.
Based on the total number of issued Shares as at the LPD, and
assuming that the maximum number of Shares (of up to ten percent
(10%) of the total number of issued Shares) authorised under the
Proposed Share Buy-Back Mandate are purchased and cancelled, it
will result in the total number of issued Shares of our Company
being reduced as follows:-
After the Proposed Share Buy-Back Mandate
Minimum Scenario
Maximum Scenario
No. of Kerjaya
Shares
No. of Kerjaya
Shares
No. of Kerjaya
SharesExisting issued and paid-up share capital as at the
LPD
1,241,968,766 1,241,968,766 1,241,968,766
Assuming full exercise of Warrants - - 169,358,984Enlarged
issued share capital 1,241,968,766 1,241,968,766
1,411,327,750Less:Treasury Shares based on the Record of Depositors
as at LPD
(7,024,700) (7,024,700) (7,024,700)
Maximum number of Shares which may be purchased and cancelled
pursuant to the Proposed Share Buy-Back Mandate while maintaining
the 25% Public Shareholdings Spread requirement
- (28,774,111) (33,409,155)
Resultant issued and paid-up share capital after cancellation of
Kerjaya Shares purchased under the Proposed Share Buy-Back
Mandate
1,234,944,066 1,206,169,955 1,370,893,895
Notes:-Minimum Scenario
: Assuming no conversion of Warrants as at LPD, prior to the
implementation of the Proposed Share Buy-Back Mandate and no change
in shareholdings for shares held by Directors, Major Shareholders
and Person Connected to Directors/Major Shareholders.
Maximum Scenario
: Assuming full conversion of Warrants as at LPD, prior to the
implementation of the Proposedand no change in shareholdings for
shares held by Directors, Major Shareholders and Person Connected
to Directors/Major Shareholders.
The Proposed Share Buy-Back Mandate will not affect Kerjaya’s
total number of issued Shares if all the Shares purchased are
retained as treasury shares and resold and/or distributed as
dividends.
4 4
-
3.2 NA and Working Capital
If the Purchased Shares are kept as Treasury Shares, the NA per
Share would decrease unless the cost per share of the Treasury
Shares purchased is below the NA per Share at the relevant point in
time. This is due to the requirement for Treasury Shares to be
carried at cost and be offset against equity,resulting in a
decrease in the NA of the Company by the cost of the Treasury
Shares.
If the Treasury Shares are resold on Bursa Securities, the NA of
Kerjaya Group would increase if the Company realises a gain from
the resale and vice versa. If the Treasury Shares were distributed
as share dividends, the NA of Kerjaya Group would decrease by the
cost of the Treasury Shares.
The Proposed Share Buy-Back Mandate is likely to reduce the
working capital of Kerjaya Group, the quantum of which will depend
on the actual purchase price and number of Shares that would be
purchased pursuant to the Proposed Share Buy-Back Mandate.
3.3 Earnings
On the assumption that the Purchased Shares are treated as
Treasury Shares and subsequently resold, the earnings of Kerjaya
Group may be affected depending on the actual selling price and
number of Treasury Shares resold. In the event the Purchased Shares
are held as Treasury Shares i.e. neither cancelled nor resold, the
effective reduction in the total number of issued Shares of the
Company pursuant to the Proposed Share Buy-Back Mandate would
generally, all else being equal, increase the consolidated EPS of
the Group.
3.4 Gearing
The effect of the Proposed Share Buy-Back Mandate on the gearing
of the Group will depend on the proportion of borrowings utilised
to fund any purchase of Shares. At this juncture, the Company has
not determined whether to use any form of borrowings for purposes
of the Proposed Share Buy-Back Mandate.
3.5 Interest of the Directors, Major Shareholders and/or Person
Connected to them
The Purchased Shares that are retained as Treasury Shares and/or
cancelled as a consequence of the Proposed Share Buy-Back Mandate
will result in a proportionate increase in the percentage of
shareholdings of the Directors, Major Shareholders and Persons
Connected to them.
Save as disclosed above, none of the Directors, Major
Shareholders and Person Connected to them has any interest, direct
or indirect, in the Proposed Share Buy-Back Mandate or resale of
the Treasury Shares, if any.
The effects of the Proposed Share Buy-Back Mandate on the
shareholdings of the Directors, Major Shareholders and Person
Connected to them as at LPD assuming the Proposed Share Buy-Back
Mandate is carried out in full by Kerjaya and the Shares so
purchased are cancelled, are as follows:-
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
5
5
-
Dir
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Not
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(1
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glig
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(2
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eem
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tere
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by v
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thei
r int
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t in
Egov
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n. B
hd. a
nd A
maz
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Para
de S
dn. B
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ursu
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o se
ctio
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of th
e Ac
t. (3
)D
eem
ed in
tere
sted
by v
irtu
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his
spou
se’s
dire
ct sh
areh
oldi
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nd h
is in
tere
st in
Ego
visio
n Sd
n. B
hd. a
nd A
maz
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Para
de S
dn. B
hd. p
ursu
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o se
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of th
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t.
(4)
Fath
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f Dat
in T
oh S
iew
Chuo
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(5)
Siste
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atin
Toh
Sie
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huon
. (6
) Sp
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to a
bro
ther
of D
atuk
Tee
Eng
Ho
and
Tee
Eng
Seng
. (7
) C
ompa
ny o
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by
brot
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of D
atuk
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Eng
Ho
and
Tee
Eng
Seng
. (8
) Sh
areh
oldi
ngs b
ased
on
Regi
ster o
f Dir
ecto
rs’ S
hare
hold
ings
(9)
Shar
ehol
ding
s bas
ed o
n Re
giste
r of S
ubsta
ntia
l Sha
reho
lder
s’ S
hare
hold
ings
(1
0)
Shar
ehol
ding
s bas
ed o
n Re
giste
r of D
epos
itors
.
Min
imum
Sce
nario
:A
ssum
ing
no c
onve
rsio
n of
War
rant
s as
at L
PD, p
rior t
o th
e im
plem
enta
tion
of th
e Pr
opos
ed S
hare
Buy
-Bac
k M
anda
te a
nd n
o ch
ange
in s
hare
hold
ings
for s
hare
s he
ld b
y D
irect
ors,
Maj
or S
hare
hold
ers a
nd P
erso
n C
onne
cted
to D
irect
ors/M
ajor
Sha
reho
lder
sM
axim
um S
cena
rio:
Ass
umin
g fu
ll co
nver
sion
of W
arra
nts
as a
t LP
D,
prio
r to
the
im
plem
enta
tion
of t
he P
ropo
sed
and
no c
hang
e in
sha
reho
ldin
gs f
or s
hare
s he
ld b
y D
irect
ors,
Maj
or
Shar
ehol
ders
and
Per
son
Con
nect
ed to
Dire
ctor
s/Maj
or S
hare
hold
ers.
66
-
4. IMPLICATION RELATING TO THE CODE
Pursuant to the Code, a mandatory offer obligation arises when
as a result of a buy-back scheme by the company:-
(a) a person obtains controls in a company; or
(b) a person (holding more than 33% but not more than 50% of the
voting shares or voting rights of a company) increases his holding
of the voting shares or voting rights of the company by more than
2% in any 6 months period.
Under a mandatory offer obligation, the affected person or any
person acting in concert with him will be obliged under the Code to
make a mandatory general offer for the remaining Kerjaya Shares not
already owned by him/them.
Notwithstanding the above, in the event that the mandatory
general obligation is triggered due to the share buy-back scheme,
the affected substantial shareholder(s) and/or person(s) acting in
concert may seek approval from the Securities Commission for the
exemption from implementing the mandatory offer obligation, 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.
5. PURCHASES, RESALE OR CANCELLATION OF TREASURY SHARES DURING
THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
During the financial year ended 31 December 2018, a total of
6,834,700 Shares were repurchased from the open market and retained
as Treasury Shares in accordance with Section 127 subsection (4)
(b) of the Act. There is no resale and/or cancellation of its
Treasury Shares during the financial year.
The details on share buy-back during the financial year ended 31
December 2018 are as follows:-
Date of Purchase
No. of Shares Purchased
Share Price per Share Contract Value/Gross Purchase
Consideration(RM)
Lowest (RM)
Highest (RM)
Average (RM)
05.09.2018 50,000 1.390 1.400 1.3994 70,480.82 06.09.2018 50,000
1.410 1.410 1.4100 71,015.15 07.09.2018 63,700 1.410 1.420 1.4143
90,749.49 12.09.2018 50,000 1.410 1.440 1.4293 71,987.23 18.09.2018
50,000 1.410 1.420 1.4192 71,478.05 19.09.2018 50,000 1.380 1.420
1.4048 70,437.44 20.09.2018 50,000 1.390 1.390 1.3900 69,695.10
21.09.2018 50,000 1.400 1.420 1.4085 70,622.77 24.09.2018 50,000
1.400 1.420 1.4054 70,467.50 25.09.2018 55,000 1.400 1.410 1.4087
77,695.97 28.09.2018 110,000 1.380 1.400 1.3960 153,990.41
01.10.2018 100,000 1.360 1.360 1.3600 136,380.80 02.10.2018 200,000
1.280 1.330 1.3043 261,529.55 03.10.2018 250,000 1.190 1.260 1.2193
305,997.51 04.10.2018 200,000 1.220 1.240 1.2303
246,702.9105.10.2018 125,000 1.240 1.260 1.2479
156,424.2808.10.2018 320,000 1.160 1.240 1.2007
385,115.6109.10.2018 100,000 1.170 1.200 1.1901 119,344.23
7
7
-
Date of Purchase
No. of Shares Purchased
Share Price per Share Contract Value/Gross Purchase
Consideration(RM)
Lowest (RM)
Highest (RM)
Average (RM)
10.10.2018 200,000 1.150 1.200 1.1843 237,486.3511.10.2018
140,000 1.100 1.150 1.1196 157,183.1512.10.2018 300,000 1.100 1.160
1.1432 343,777.3315.10.2018 140,000 1.140 1.170 1.1485
161,240.4316.10.2018 200,000 1.140 1.170 1.1574
232,096.6717.10.2018 100,000 1.170 1.180 1.1713
117,458.8418.10.2018 130,000 1.120 1.160 1.1441
149,149.7219.10.2018 115,000 1.130 1.170 1.1519
132,839.9522.10.2018 80,000 1.140 1.160 1.1542 92,595.2123.10.2018
150,000 1.120 1.150 1.1255 169,297.8924.10.2018 153,000 1.100 1.120
1.1058 169,661.9425.10.2018 55,000 1.020 1.050 1.0348
57,073.4526.10.2018 135,000 1.070 1.100 1.0859 147,007.3729.10.2018
70,000 1.140 1.160 1.1532 80,950.3130.10.2018 110,000 1.100 1.120
1.1022 121,582.2431.10.2018 50,000 1.120 1.170 1.1577
58,047.2001.11.2018 45,000 1.180 1.180 1.1800 53,249.5802.11.2018
30,000 1.210 1.250 1.2415 37,350.0505.11.2018 50,000 1.230 1.250
1.2485 62,600.3708.11.2018 70,000 1.210 1.230 1.2274
86,158.6609.11.2018 92,000 1.200 1.230 1.2205 112,601.1227.11.2018
180,000 1.230 1.270 1.2504 225,677.1428.11.2018 125,000 1.23