PROPOSED SHARE BUY-BACK AUTHORITY ( PROPOSED SHARE BUY- BACK )

Transcription

1 ANNOUNCEMENT GPRO TECHNOLOGIES BERHAD ( GPRO OR THE COMPANY ) PROPOSED SHARE BUY-BACK AUTHORITY ( PROPOSED SHARE BUY- BACK ) 1. INTRODUCTION The Board of Directors of GPRO is pleased to announce the Proposed Share Buyback by the Company of up to 10% of its issued and paid-up share capital as at 25 April DETAILS OF THE PROPOSED SHARE BUY-BACK GPRO is proposing to purchase up to 10% of its issued and paid-up share capital of the Company, on the Bursa Malaysia Securities Berhad through stockbrokers to be appointed. The maximum funds to be allocated by the Company for the purchase of GPRO Shares shall not exceed the total retained profits and/or share premium account of the Company based on the audited Financial Statements for the year ended 31 December The Proposed Share Buy-Back to be undertaken will be in compliance with Section 67A of the Companies Act, The Directors will deal with the shares purchased in the following manner:- to cancel the Shares so purchased; or to retain the Shares so purchased as treasury shares for distribution as dividends to the shareholders of the Company and/or re-sell on Bursa Securities in accordance with the Listing Requirements of Bursa Securities and/or cancellation subsequently; or (iii) to retain part of the Shares so purchased as treasury shares and cancel the remainder, 3. SOURCES OF FUNDS The Board proposes to allocate an amount of funds not exceeding the share premium account of the Company for the purchase of its own Shares pursuant to the Proposed Share Buy-Back. Based on the latest audited financial statements for the financial year ended 31 December 2011, the share premium account of the Company was RM17.3 million. The amount of funds allocated for the purchase of its own Shares pursuant to the Proposed Share Buy-Back shall be financed from internally generated funds and/or external borrowings, the proportion of which will only be determined later depending on the available internally generated funds, actual number of Shares to be purchased and other relevant cost factors. In the event the Company decides to use external borrowings, the Company will ensure that it has sufficient financial capability to repay such borrowings and that the external borrowings are not expected to have any adverse effects on the cash flow of the Group. 4. RATIONALE FOR THE PROPOSED SHARE BUY-BACK The rationale for the Proposed Share Buy-Back is as follows: GPRO may be able to stabilise the supply and demand of the Shares in the open market and thereby support its fundamental value;

2 (iii) (iv) general investors confidence in the stability of GPRO share price is expected to be enhanced as GPRO is empowered to implement the Proposed Share Buy-Back; the Group is able to utilise its financial resources that it has no immediate usage for the purchase of the Shares; and the Proposed Share Buy-Back can enhance value for Shareholders from a resultant reduction in the number of Shares in the market, all things being equal. It may increase the EPS if the purchased Shares are cancelled, thereby making the Shares more attractive to investors. Further, treasury shares retained by GPRO may be distributed as dividends to Shareholders and/or resold on Bursa Securities with the intention of realising capital gain on the resale. 5. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK The potential advantages and disadvantages of the Proposed Share Buy-Back, if exercised, to the Company and its Shareholders are as follows: Potential advantages: (iii) allows the Company the flexibility in attaining its desired capital structure; rewards the Shareholders in the event the treasury shares are distributed as share dividends; and mitigates the dilution effects on the Company s EPS (earnings per share) as a result of exercise of ESOS options. Potential disadvantages: the Proposed Share Buy-Back will reduce the financial resources of the Group and may result in the Group forgoing better investment opportunities that may emerge in the future; and as the Proposed Share Buy-Back can only be made out of share premium account of the Company, it may result in the reduction of financial resources available for distribution to Shareholders in the immediate future. The Board will be mindful of the interest of the Company and its Shareholders in undertaking the Proposed Share Buy-Back and in the subsequent resale of treasury shares on Bursa Securities, if any. 6. EFFECTS OF THE PROPOSED SHARE BUY-BACK The effects of the Proposed Share Buy-Back on GPRO s issued and paid-up share capital, Net Assets, working capital, earnings, dividend and Substantial Shareholders and Directors shareholdings are illustrated below based on the following assumptions: i. the purchase of Shares of up to ten percent (10%) of the issued and paid-up share capital of GPRO is carried out in full; and ii. the Shares so purchased are cancelled or alternatively retained as treasury shares.

3 The effects of the Proposed Share Buy-Back on GPRO s issued and paid-up share capital and on the Substantial Shareholders and Directors shareholdings in Section 6.1 below are based on the following assumptions: Scenario A: Scenario B: assuming no exercise of ESOS options. assuming full exercise of ESOS option. The ESOS option is assumed to be exercised into one (1) new Share for every ESOS option held. 6.1 Share Capital 6.1 Share Capital As at 25 April 2012: the issued and paid-up share capital of GPRO is RM25,000,000 comprising 250,000,000 Shares; and the existing number of outstanding ESOS options is 3,994,100. Based on the issued and paid-up share capital of GPRO as at 25 April 2012, in the event that all the Shares to be purchased are cancelled: based on Scenario A, the issued and paid-up share capital of GPRO will be reduced to RM22,500,000 comprising 225,000,000 Shares pursuant to the Proposed Share Buy-Back; and based on Scenario B, the issued and paid-up share capital of GPRO will be increased to RM25,399,410 comprising 253,994,100 Shares pursuant to the full exercise of ESOS and subsequently reduced to RM22,859,469 comprising 228,594,690 Shares pursuant to the Proposed Share Buy-Back. The effects of the Proposed Share Buy-Back on the issued and paid-up share capital of GPRO are set out below: Scenario A Scenario B No. of No. of Shares Shares Existing issued and paid-up share capital as at 25 April ,000, ,000,000 Shares to be issued upon full exercise of ESOS options - 3,994, ,000, ,994,100 Less: Maximum number of Shares that may be purchased pursuant to the Proposed Share Buy-Back 25,000,000 25,399,410 Issued and paid-up share capital after the Proposed Share Buy-Back and cancellation 225,000, ,594,690 The Proposed Share Buy-Back is not expected to have any effect on the issued and paid-up share capital if all the Shares purchased are retained as treasury shares but the rights attaching to the treasury shares as to voting, dividends and participation in any other distribution or otherwise will be suspended. The treasury

4 shares shall not be taken into account in calculating the number or percentage of shares or of class of shares in the Company for any purposes including calculation of substantial shareholdings, take-overs, notices, the requisitioning of meetings, quorum for meetings and the result of votes on resolutions. 6.2 Net Assets and Working Capital Regardless of whether the Shares purchased pursuant to the Proposed Share Buy- Back are cancelled or retained as treasury shares, the Net Assets per Share will decrease if the purchase price exceeds the Net Assets per Share at the relevant point in time. Alternatively, the Net Assets per Share will increase if the purchase price is less than the Net Assets per Share at the relevant point in time. In addition to the purchase price of the Shares, the effective cost of funds or any loss in interest income to the Group may also have an impact on the Net Assets per Share. If the purchased Shares were held as treasury shares and subsequently resold on Bursa Securities, the Company s Net Assets per Share would increase if the Company realises a gain from the resale and vice-versa. If the treasury shares are distributed as share dividends, the Net Assets of GPRO Group will decrease by the cost of the treasury shares. The Proposed Share Buy-Back will reduce the working capital of the Group, the quantum being dependent on the amount of financial resources to be utilised for the purchase of the Shares, which in turn depends on, amongst others, the purchase price and the number of Shares purchased. 6.3 Earnings The effect of the Proposed Share Buy-Back on the earnings of the Group is dependent on the purchase price of the Shares, the quantum of Shares bought back and the effective funding cost or any loss in interest income to the Group. Similarly, on the assumption that the Shares so purchased are treated as treasury shares and subsequently sold, the extent of the effect on the earnings of the Group will depend on the actual selling price, the number of treasury shares resold and the gain from disposal and/or interest savings arising. 6.4 Dividend Assuming that the Proposed Share Buy-Back is implemented in full and the dividend quantum is maintained at historical levels, the Proposed Share Buy-Back will have the effect of increasing the dividend rate per Share of the Company as a result of the reduction in the issued and paid-up share capital of the Company. The Proposed Share Buy-Back is not expected to have any impact on the policy of the Board in recommending dividends, if any, to Shareholders. However, as stated in Section 6.2 above, the Board may distribute future dividends in the form of treasury shares purchased pursuant to the Proposed Share Buy-Back.

5 7. PUBLIC SHAREHOLDING SPREAD According to the Record of Depositors of the Company as at 25 April 2012, the total percentage of the issued and paid-up share capital of GPRO which is held by the public (in accordance with the public shareholding spread requirements of Bursa Securities), was 68.61%, representing 2,034 public shareholders holding 171,533,202 Shares, with each public shareholder holding not less than 100 Shares. Any purchase of the Shares by the Company must not result in the public shareholding spread of GPRO falling below 25% of its issued and paid-up share capital. The Company will be mindful of the public shareholding spread requirement before making any purchase of its own Shares. 8. IMPLICATION RELATING TO THE CODE The Proposed Share Buy-Back Authority is not expected to trigger any obligation to undertake a mandatory general offer under the Code as a result of its full implementation. 9. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS Save for the consequential increase in the percentage shareholdings of the Substantial Shareholders as a result of the Proposed Share Buy-Back, none of the Substantial Shareholders and/or Directors of GPRO and persons connected to them have any interest, direct or indirect, in the Proposed Share Buy-Back and, if any, the resale of treasury shares. 10. CONDITIONS OF THE PROPOSAL The Proposed Share Buy-Back is conditional upon the approval from the shareholders of GPRO at the forthcoming 9 th AGM. This announcement is dated 11 May 2012.