Sunway Share Buy Back 公司回购股票

2014/09/11

Sunway Share Buy Back 公司回购股票

5211 SUNWAY SUNWAY BERHAD

Notice of Shares Buy Back - Immediate Announcement


Date of Buy Back	:	10/09/2014
Description of Shares Purchased	:	Ordinary shares of RM1.00 each
No. of Shares Purchased	:	218,200 shares
Minimum Price Paid For Each Share Purchased	:	RM 3.180
Maximum Price Paid For Each Share Purchased	:	RM 3.190
Total Consideration Paid	:	RM 696,813.31
No. of Shares Purchased Retained in Treasury	:	218,200 shares
No. of Shares Which Are Proposed To Be Cancelled	:	0 shares
Cumulative Net Outstanding Treasury Shares As At To-Date	:	218,200 shares
Adjusted Issued Capital After Cancellation	:	0
Date Lodged With Registrar of Company	:
Lodged By	:

Remarks:
N/A

Sunway Bhd 开始了第一次的share buy back

Share buy back@公司回购股票的好处；

1）稳住股价

2）注销：代表股数减少后，能够提高每股盈利-Earning Per Share.

3) 日后可以派出来给股东们。

参考资料；

share buy back . 小弟很想知他们的用意。

回购股票[Share Buy Back]

对歪歪来说，Share buy back是好事来的，所以，把手上的Sunway股稳收着：）

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SUNWAY BERHAD

EX-date	22/09/2014
Entitlement date	24/09/2014
Entitlement time	04:00:00 PM
Entitlement subject	First Interim Dividend
Entitlement description	First interim single tier dividend of 5% per ordinary share of RM1.00 each for the financial year ending 31 December 2014
Period of interest payment	to
Financial Year End	31/12/2014
Share transfer book & register of members will be	to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no	Sunway Management Sdn Bhd Level 16, Menara Sunway Jalan Lagoon Timur Bandar Sunway 47500 Subang Jaya Selangor Darul Ehsan
Payment date	07/10/2014

前几天，Sunway宣布股息分派的日期。

只要继续持有Sunway Bhd股份一直到22092014，就能在下个月7日得到股息。

在今年Sunway股东大会前，曾经寄了一封关于建议 share buy back 资料给股东们。

PROPOSED AUTHORITY FOR THE PURCHASE OF OWN SHARES BY THE COMPANY

1. INTRODUCTION

The Company had on 21 May 2014, announced to Bursa Securities that it proposes to seek the approval of its shareholders for the purchase of its own shares of up to a maximum of ten per cent (10%) of the issued and paid-up share capital of the Company (“Proposed Share Buy-Back”).

The purpose of this Circular is to provide you with details pertaining to the Proposed Share Buy-Back and to seek your approval for the resolution thereto to be tabled at the forthcoming AGM of theCompany.

SHAREHOLDERS OF SUNWAY ARE ADVISED TO READ THE CONTENTS OF THIS
CIRCULAR CAREFULLY BEFORE VOTING ON THE RELEVANT RESOLUTION PERTAINING
TO THE PROPOSED SHARE BUY-BACK.

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

The Board of Sunway proposes to seek the approval from the shareholders of the Company to purchase and/or hold its own shares of up to a maximum of 10% of the issued and paid-up share capital of the Company at any point in time subject to compliance with Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of purchase.

The issued and paid-up share capital of the Company as at 15 May 2014 is RM1,723,678,356 comprising 1,723,678,356 Shares, the maximum number of shares which may be purchased by the Company shall not exceed 172,367,835. The purchase of own shares will be carried out on Bursa Securities through an appointed stockbroker.

The Listing Requirements stipulates that the Proposed Share Buy-Back must be made wholly out of retained profits and/or share premium account of the listed company. Accordingly, the Board proposes to allocate an amount of up to the retained profits and/or share premium account of the Company for the Proposed Share Buy-Back subject to compliance with Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of purchase. The audited retained profits and share premium account of the Company as at 31 December 2013 are RM98,813,000 and RM2,628,404,000 respectively.

The Sunway Shares purchased by the Company may be dealt with by the Directors in accordance with Section 67A of the Act in the following manner:-

(i) to cancel the Sunway Shares so purchased; or

(ii) to retain the Sunway 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 and/or subsequently cancelled; or

(iii) to retain part of the Sunway Shares so purchased as treasury shares and cancel the remainder.
While the purchased shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in any other distributions or otherwise will be suspended. The treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes including substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on the resolution at a meeting.

If the Company decides to cancel the shares purchased, it is required to make an immediate
announcement on the day the cancellation is made providing the number of shares cancelled, the date of cancellation and the outstanding issued and paid-up share capital of the Company after the cancellation.
In the event the Company retains the shares purchased as treasury shares, the said shares may either be distributed as share dividends, resold on Bursa Securities in accordance with the Listing Requirements or subsequently cancelled.

The approval from the shareholders for the Proposed Share Buy-Back would be effective immediately upon the passing of the ordinary resolution for the Proposed Share Buy-Back until:-

(a) the conclusion of the next AGM of the Company at which time it shall lapse unless by ordinary
resolution passed at the meeting, the authority is renewed, either unconditionally or subject to
conditions; or
(b) the expiration of the period within which the next AGM after that date is required by law to be
held; or
(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting,whichever occurs first.

Pursuant to the Listing Requirements, the Company may only purchase its own shares at a price which is not more than 15% above the weighted average market price of Sunway Shares for the past 5 market days immediately preceding the date of the purchase(s). Under Paragraph 12.18 of the Listing Requirements, the Company may only resell the purchased shares held as treasury shares at:-

(a) a price which is not less than the weighted average market price of Sunway Shares for the 5
market days immediately before the resale; or

(b) a discounted price of not more than 5% to the weighted average market price of Sunway Shares
for the 5 market days immediately before the resale provided that:-

(i) the resale takes place not earlier than 30 days from the date of purchase; and
(ii) the resale price is not less than the cost of purchase of the shares being resold.

The Proposed Share Buy-Back will allow the Directors to purchase Sunway Shares at any time within the above mentioned time period using the funds of the Sunway Group. The aforesaid funds will be sourced from both internally generated funds of the Sunway Group and/or external borrowings, the portion of which to be utilised will depend on the actual number of Sunway Shares to be purchased, the price of Sunway Shares and the availability of funds at the time of the purchase(s). If borrowings are used for the Proposed Share Buy-Back, the Company will experience a decline in its net cash flow to the extent of the interest costs associated with such borrowings but the Board does not foresee any difficulty in repayment of borrowings, if any, is used for the Proposed Share Buy-Back. Based on the audited consolidated financial statements as at 31 December 2013, the Group has a net cash and cash equivalent balance of approximately RM1,448,818,000.

The actual number of Sunway Shares to be purchased, the total amount of funds involved for each
purchase and the timing of the purchase(s) will depend on the market conditions and sentiments of the stock market, the available financial resources of the Group and the amount of retained profits and/or share premium of the Company.

The public shareholding spread of the Company based on the Record of Depositors as at 15 May 2014, being the latest practicable date prior to the printing of this Circular, was approximately 37%. If the Proposed Share Buy-Back is implemented in full i.e. up to 10% of the Sunway Shares are purchased from the public entirely and all the Shares purchased are either cancelled or held as treasury shares, and assuming the shareholdings of the Directors, substantial shareholders or persons connected with the Directors and/or substantial shareholders remain the same, the public shareholding spread of the Company is expected to be approximately 30%. The Company, in implementing the Proposed Share Buy-Back, will be mindful in ensuring that the minimum public shareholding spread of 25% is met and maintained.

3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK

The Proposed Share Buy-Back will enable the Company to utilise its financial resources not immediately required for use, to purchase its own Shares. The Proposed Share Buy-Back may enhance the EPS and reduce the liquidity level of the Sunway Shares in Bursa Securities, which generally will have a positive impact on the market price of the Sunway Shares.

The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders are as
follows:-

(a) allows the Company to take preventive measures against speculation particularly when its Shares are undervalued which would in turn stabilise the market price of Sunway Shares and hence,
enhance investors’ confidence;

(b) allows the Company flexibility in achieving the desired capital structure, in terms of the debt and
equity composition and the size of equity; and

(c) as the Sunway Shares bought back by the Company will be cancelled, shareholders of the
Company are likely to enjoy an increase in the value of their investment in the Company as the
net EPS of the Company will increase.

The potential disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:-

(a) the Proposed Share Buy-Back will reduce the financial resources of the Sunway Group and may
result in the Sunway Group foregoing better investment opportunities that may emerge in future;
and

(b) as the Proposed Share Buy-Back can only be made out of retained profits and/or share premium
of the Company, it may result in the reduction of financial resources available for distribution to
shareholders in the immediate future.

The Proposed Share Buy-Back, if exercised, will reduce the financial resources of the Company, but
since the amount is not substantial, it will not affect the furtherance of the Company’s business or
payment of dividends. Nevertheless, 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 cancellation of the
Sunway Shares purchased.

（相信Sunway管理层会顾及股东们利益，就给Sunway管理层诚信与能力放心好了）

4. EFFECTS OF THE PROPOSED SHARE BUY-BACK

The effects of the Proposed Share Buy-Back and the implication relating to the Malaysian Code on Take-
Overs and Mergers, 2010 are as follows:-

4.1 Share Capital

The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of the
Company assuming that the maximum number of Sunway Shares (of up to 10% of the issued and
paid-up share capital) authorised under the Proposed Share Buy-Back are purchased and
cancelled, is as set out below:-

On the other hand, if the Sunway Shares purchased are retained as treasury shares, the Proposed
Share Buy-Back will not affect the issued and paid-up share capital of the Company but the rights
attached to them in relation to voting, dividends and participation in any other distributions or
otherwise will be suspended. The treasury shares shall not be taken into account in calculating the
number or percentage of shares or of a class of shares in the Company for any purposes including
substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a
meeting and the result of a vote on the resolution at a meeting.

4.2 NA and Working Capital

The effect of the Proposed Share Buy-Back on the NA of the Sunway Group will depend on the
purchase price(s) of the Sunway Shares and the effective funding cost to the Sunway Group to
finance the purchase of Sunway Shares or any loss in interest income to the Company.
In the event that all the Sunway Shares are cancelled, the Proposed Share Buy-Back would reduce
the NA of the Sunway Group when the purchase price per Sunway Share exceeds the NA per
Sunway Share at the relevant point in time, and vice versa.

The Proposed Share Buy-Back will reduce the working capital of the Sunway Group, the quantum
of which will depend on the purchase price(s) of the Sunway Shares and the number of Sunway
Shares purchased.

The NA per Sunway Share will decrease if the purchased Shares are retained as treasury shares
due to the requirement for treasury shares to be carried at cost and be offset against equity,
resulting in a decrease in the NA by the cost of the treasury shares. If the treasury shares are
resold on Bursa Securities, the NA per Sunway Share will increase if the Company realises a gain
from the resale, and vice versa. If the treasury shares are distributed as share dividends, the NA
per Sunway Share will decrease by the cost of the treasury shares.

4.3 EPS

The effect of the Proposed Share Buy-Back on the EPS of the Sunway Group will depend on the
purchase price(s) of the Sunway Shares and the effective funding cost to the Sunway Group to
finance the purchase of Sunway Shares or any loss in interest income to the Company.

Assuming the Sunway Shares purchased are retained as treasury shares and resold, the effects on
the EPS of the Sunway Group will depend on the actual selling price, the number of treasury
shares resold and the effective gain or interest savings arising from the exercise.

If the Sunway Shares so purchased are cancelled, the Proposed Share Buy-Back will increase the
EPS of the Sunway Group provided the income forgone and/or interest expense incurred on the
Sunway Shares purchased is less than the EPS before the Proposed Share Buy-Back.