KERJAYA PROSPEK GROUP BERHAD - ChartNexusir.chartnexus.com/kerjayagroup/website_HTML/attachments/...Kerjaya Prospek Group Berhadto be held atTiara Rini Ballroom, First Floor, The Royale

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.


PART A


PART B

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT








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.


PART A


PART B

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR RECURRENT








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.


PART A


PART B

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT








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.

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

PART A

STATEMENT TO THE SHAREHOLDERS IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE BUY-BACK AUTHORITY

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


“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






















































































































































Any reference to a time of day in this Statement shall be reference to Malaysian time, unless otherwise stated.I i


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

















2.6 Purchase Price





3

















2.6 Purchase Price





3

















2.6 Purchase Price





3

















2.6 Purchase Price





3

















2.6 Purchase Price





3

















2.6 Purchase Price





3

















2.6 Purchase Price





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

ecto

rs

As a

t LPD

Aft

er th

e Pr

opos

ed S

hare

Buy

-Bac

k M

anda

teM

inim

um S

cena

rio

Max

imum

Sce

nari

oD

irec

tIn

dire

ctD

irec

tIn

dire

ctD

irec

tIn

dire

ctN

o. o

fSh

ares

%N

o. o

f Sh

ares

%N

o. o

f Sh

ares

%N

o. o

f Sh

ares

%N

o. o

f Sh

ares

%N

o. o

f Sh

ares

%

DIR

EC

TO

RS(

8)

Dat

uk T

ee E

ng H

o-

-87

2,65

7,74

5(2)

70.6

6-

-87

2,65

7,74

5(2)

72.3

5-

-99

1,65

6,52

7(2)

72.3

4Te

e En

g Se

ng-

-87

2,65

7,74

5(2)

70.6

6-

-87

2,65

7,74

5(2)

72.3

5-

-99

1,65

6,52

7(2)

72.3

4D

atin

Toh

Sie

w C

huon

5,92

9,31

40.

4887

2,65

7,74

5(2)

70.6

65,

929,

314

0.49

872,

657,

745(

2)72

.35

6,73

7,85

60.

4999

1,65

6,52

7(2)

72.3

4K

hoo

Sion

g K

ee22

,220

0.00

(1)

--

22,2

200.

00(1

)-

-25

,250

0.00

(1)

--

Lim

Kie

n La

i @ L

im K

ean

Lai

174,

000

0.01

--

174,

000

0.01

--

215,

000

0.02

--

Dat

uk M

oham

ed R

azee

k bi

n M

d H

ussa

in M

aric

ar15

3,50

00.

01-

-15

3,50

00.

01-

-16

4,00

00.

01-

-

MA

JOR

SH

AR

EH

OL

DE

RS(

9)

Am

azin

g Pa

rade

Sdn

. Bhd

. 25

1,48

2,75

920

.36

--

251,

482,

759

20.8

5-

-28

5,77

5,86

220

.85

--

Egov

isio

n Sd

n. B

hd.

621,

174,

986

50.3

0-

-62

1,17

4,98

651

.50

--

705,

880,

665

51.4

9-

Dat

uk T

ee E

ng H

o-

-87

8,58

7,05

9(3)

71.1

4-

-87

8,58

7,05

9(3)

72.8

4-

-99

8,39

4,38

3(3)

72.8

3Te

e En

g Se

ng-

-87

2,65

7,74

5(2)

70.6

6-

-87

2,65

7,74

5(2)

72.3

5-

-99

1,65

6,52

7(2)

72.3

4D

atin

Toh

Sie

w C

huon

5,92

9,31

40.

4887

2,65

7,74

5(2)

70.6

65,

929,

314

0.49

872,

657,

745(

2)72

.35

6,73

7,85

60.

4999

1,65

6,52

7(2)

72.3

4

PER

SON

S C

ON

NE

CT

ED

TO

DIR

EC

TO

RS

AN

D/O

R M

AJO

RSH

AR

EH

OL

DE

RS(

10)

Toh

Cho

on H

ong(

4)36

7,40

00.

03-

-36

7,40

00.

03-

-41

7,50

00.

03-

-To

h Si

ew H

ii(5)

523,

160

0.04

--

523,

160

0.04

--

594,

500

0.04

--

Ong

B C

hen(

6)6,

600

0.00

(1)

--

6,60

00.

00(1

)-

-7,

500

0.00

(1)

--

One

Per

mat

ang

Sdn.

Bhd

.(7)

17,6

00,0

001.

43-

-17

,600

,000

1.46

--

20,0

00,0

001.

46-

-

Not

es:-

(1

) ne

glig

ible

(2

) D

eem

ed in

tere

sted

by v

irtu

e of

thei

r int

eres

t in

Egov

isio

n Sd

n. B

hd. a

nd A

maz

ing

Para

de S

dn. B

hd. p

ursu

ant t

o se

ctio

n 8

of th

e Ac

t. (3

)D

eem

ed in

tere

sted

by v

irtu

e of

his

spou

se’s

dire

ct sh

areh

oldi

ng a

nd h

is in

tere

st in

Ego

visio

n Sd

n. B

hd. a

nd A

maz

ing

Para

de S

dn. B

hd. p

ursu

ant t

o se

ctio

n 8

of th

e Ac

t.

(4)

Fath

er o

f Dat

in T

oh S

iew

Chuo

n.

(5)

Siste

r of D

atin

Toh

Sie

w C

huon

. (6

) Sp

ouse

to a

bro

ther

of D

atuk

Tee

Eng

Ho

and

Tee

Eng

Seng

. (7

) C

ompa

ny o

wned

by

brot

hers

of D

atuk

Tee

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

Documents

KERJAYA PROSPEK GROUP BERHAD - ChartNexusir.chartnexus.com/kerjayagroup/website_HTML/attachments/...Kerjaya Prospek Group Berhadto be held atTiara Rini Ballroom, First Floor, The Royale