THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Circular/Statement prior to its issuance as it is an exempt document pursuant to Practice Note 18 of Main Market Listing Requirements of Bursa Securities.
Bursa Securities takes no responsibility for the contents of this Circular/Statement, 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 Circular/Statement.
GLOMAC BERHAD
[Registration No: 198301015139 (110532-M)]
(Incorporated in Malaysia)
PART A
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE AND/OR TRADING NATURE
PART B
STATEMENT TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
The resolutions in respect of the above proposals will be tabled as special businesses at the Thirty- Eighth Annual General Meeting ("38th AGM") of the Company to be held as a virtual meeting at the broadcast venue at the Board Room, Glomac Berhad, Level 15, Menara Glomac, Glomac Damansara, Jalan Damansara, 60000 Kuala Lumpur on Wednesday, 19 October 2022 at 11.00 a.m. or at any adjournment thereof. The Notice of the 38th AGM together with the Proxy Form and the Administrative Details for the 38th AGM are available at the Company's website at https://www.glomac.com.my/shareholders-meeting/.
A member entitled to attend and vote at the 38th AGM is entitled to appoint one (1) or more person to be his proxy to attend and vote on his behalf. If you intend to appoint a proxy to attend and vote at the 38th AGM on your behalf, you may complete the Proxy Form and deposit it to SS E Solutions Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, Malaysia not later than forty-eight (48) hours before the time set of holding the 38th AGM. The proxy appointment may also be lodged electronically via Securities Services e-Portal at https://sshsb.net.my/. All the resolutions set out in the Notice of 38th AGM are to be voted by poll. The lodging of the Proxy Form will not preclude you from attending and voting in person at our 38th AGM should you subsequently wish to do so.
Should you wish to personally participate at the Meeting remotely, please register electronically via Securities Services e-Portal at https://sshsb.net.my/by the registration cut-off date and time. For more information, please refer to the Administrative Details for the 38th AGM.
IMPORTANT DATES: | ||
Last date and time for lodging the Proxy Form | : | Monday, 17 October 2022 at 11:00 a.m. |
Date and time of the 38th AGM | : | Wednesday, 19 October 2022 at 11:00 a.m. |
This Circular/Statement is dated 30 August 2022
DEFINITIONS
For the purpose of this Circular/ Statement, except where the context otherwise requires, the following definitions shall apply:
Act | : | The Companies Act 2016, as amended from time to time and any re- |
enactment thereof | ||
AGM | : | Annual General Meeting |
Board | : | Board of Directors of Glomac |
Bursa Depository | : | Bursa Malaysia Depository Sdn. Bhd. [Registration No. 198701006854 |
(165570-W)] | ||
Bursa Securities or the | : | Bursa Malaysia Securities Berhad [Registration No. 200301033577 |
Exchange | (635998-W)] | |
Circular | : | Circular/Statement to Shareholders dated 30 August 2022 |
Code | : | Malaysian Code on Take-overs and Merger 2016, as amended from |
time to time and any re-enactment thereof | ||
Director(s) | : | Director(s) of Glomac or its subsidiary (as the case may be) and shall |
have the same meaning given in Section 2(1) of the Capital Markets and | ||
Services Act 2007, and for the purpose of the Proposed Renewal of | ||
Existing Shareholders' Mandate, includes any person who is or was | ||
within the preceding six (6) months of the date on which the terms of the | ||
transactions were agreed upon, a director or a chief executive of Glomac | ||
or its subsidiary or holding company | ||
EPS | : | Earnings per share |
FYE | : | Financial year ended/ending, as the case maybe |
Glomac or Company | : | Glomac Berhad [Registration No: 198301015139 (110532-M)] |
Glomac Group or Group | : | Collectively Glomac and its subsidiaries |
Glomac Share(s) | : | Ordinary share(s) in Glomac |
Interested Directors | : | Collectively, Tan Sri Dato' Mohamed Mansor bin Fateh Din, Datuk Fong |
and Interested | Loong Tuck and Datuk Seri Fateh Iskandar bin Tan Sri Dato' Mohamed | |
Major Shareholders | Mansor | |
Listing Requirements | : | Main Market Listing Requirements of Bursa Securities including any |
amendment thereto that may be made from time to time | ||
LPD | : | 1 August 2022, being the latest practicable date before the printing of |
this Circular |
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i
DEFINITIONS
Major Shareholder(s) | : | A person who has an interest or interests in one (1) or more voting | |
shares in the Company and the aggregate number of those shares, is: | |||
(i) | 10% or more of the total number of voting shares in the Company; | ||
or | |||
(ii) | 5% or more of the total number of voting shares in the Company | ||
where such person is the largest shareholder of the Company | |||
For the purpose of this definition, "interest in shares" shall have the | |||
meaning given in Section 8 of the Act. For the purpose of the Proposed | |||
Renewal of Existing Shareholders' Mandate, it includes any person who | |||
is or was within the preceding six (6) months of the date on which the | |||
terms of the transactions were agreed upon, a Major Shareholder of the | |||
Company or any other corporation which is its subsidiary or holding | |||
company | |||
Market Day | : | Any day on which the stock market of Bursa Securities is open for the | |
trading of securities | |||
N/A | : | Net assets attributable to ordinary equity holders of Glomac | |
Person(s) Connected | : | In relation to a Director or Major Shareholder (referred to as "said | |
Person"), who falls under any one (1) of the following categories: | |||
(i) | a family member of the said Person (for the purpose of this | ||
definition, "family" means and includes spouse, parent, child | |||
including an adopted child or stepchild, brother, sister and the | |||
spouse of his child including an adopted child or stepchild, brother | |||
or sister); | |||
(ii) | a trustee of a trust (other than a trustee for a share scheme for | ||
employees or pension scheme) under which the said Person, or a | |||
family member of the said Person, is the sole beneficiary; | |||
(iii) | a partner of the said Person; | ||
(iv) | a person, or where the person is a body corporate, the body | ||
corporate or its director(s) who is/are accustomed or under an | |||
obligation, whether formal or informal, to act in accordance with | |||
the directions, instructions or wishes of the said Person; | |||
(v) | a person, or where the person is a body corporate, the body | ||
corporate or its director(s), in accordance with whose directions, | |||
instructions or wishes the said Person is accustomed or is under | |||
an obligation, whether formal or informal, to act; | |||
(vi) | a body corporate in which the said Person, or persons connected | ||
with him are entitled to exercise or control the exercise of, not less | |||
than 20% of the votes attached to voting shares in the body | |||
corporate; or | |||
(vii) | a body corporate which is a related corporation (for the purpose of | ||
this definition, "related corporation" means a corporation which is |
the holding company of another corporation; a subsidiary of another corporation; or a subsidiary of the holding company of another corporation) of the said person
ii
DEFINITIONS
Prevailing Laws | : | Any prevailing laws, rules, regulations, orders, guidelines and | |||
requirements issued by the relevant authorities at the time of the | |||||
Proposed Renewal of Share Buy-Back Authority | |||||
Proposals | : | Collectively, the Proposed Renewal of Existing Shareholders' Mandate | |||
and the Proposed Renewal of Share Buy-Back Authority | |||||
Proposed | Renewal | of | : | Proposed renewal of authority of a share buy-back exercise of up to | |
Share Buy-Back Authority | 10% of the total number of issued shares of Glomac | ||||
Proposed | Renewal | of | : | Proposed renewal of existing shareholders' mandate for Glomac | |
Existing | Shareholders' | and/or its subsidiaries to enter into RRPTs | |||
Mandate | |||||
Purchased Shares | : | Glomac Shares that have been purchased by the Company pursuant | |||
to the Proposed Renewal of Share Buy-Back Authority | |||||
Recurrent | Related | Party | : | Recurrent related party transaction(s) of a revenue or trading nature | |
Transaction(s) | or | which are necessary for day-to-day operations and are entered into or | |||
RRPT(s) | to be entered into by the Group in the ordinary course of business | ||||
which involves the interest, direct or indirect of Related Party(ies) | |||||
Related Party(ies) | : | Director(s), Major Shareholder(s) or person(s) connected with such | |||
Director(s) or Major Shareholder(s) of Glomac Group as defined herein | |||||
RM and sen | : | Ringgit Malaysia and sen respectively, being the lawful currency of | |||
Malaysia | |||||
Rules | of | Bursa | : | The rules of Bursa Depository as issued pursuant to the Securities | |
Depository | Industry (Central Depositories) Act 1991 |
All references in this Circular to "we", "us", "our" and "ourselves" are to Glomac and, where the context requires otherwise, to Glomac and its subsidiaries collectively. All references to "you" in this Circular are to the shareholders of Glomac who are entitled to attend and vote at the 38th AGM and whose names appear in our Record of Depositors on 12 October 2022.
In this Circular, words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting any gender shall, where applicable, include all genders. Reference to persons shall also include corporations.
Any reference in this Circular 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 Circular shall be a reference to Malaysian time, unless otherwise stated.
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iii
TABLE OF CONTENTS | ||
PART A - PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE | ||
PAGE | ||
1.0 | INTRODUCTION | 2 |
2.0 | DETAILS OF THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' | 3 |
MANDATE | ||
3.0 | PRINCIPAL ACTIVITIES OF THE GLOMAC GROUP | 4-6 |
4.0 | CLASSES OF RELATED PARTIES | 6 |
5.0 | DETAILS OF RECURRENT RELATED PARTY TRANSACTIONS CONTEMPLATED | 6-9 |
UNDER THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE | ||
6.0 | RATIONALE FOR THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' | 10 |
MANDATE | ||
7.0 | INTEREST OF INTERESTED DIRECTORS, MAJOR SHAREHOLDERS AND/OR | 11-12 |
PERSONS CONNECTED | ||
8.0 | FINANCIAL EFFECTS | 12 |
9.0 | APPROVAL REQUIRED | 12 |
10.0 | BOARD OF DIRECTORS' STATEMENT AND RECOMMENDATION | 12 |
11.0 | AGM | 12-13 |
12.0 | ADDITIONAL INFORMATION | 13 |
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Glomac Bhd published this content on 30 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 06:33:07 UTC.