Unless otherwise defined, the terms used in this announcement shall have the same meaning as those defined in the announcement dated 29 September 2014.
1. INTRODUCTION
We refer to the announcement dated 29 September 2014 in relation to the Proposed Scheme (“First Announcement”).
On behalf of the Board of Directors of Gamuda, Hong Leong Investment Bank Berhad wishes to announce that the non-executive Directors of the Company, namely Dato’ Mohammed Hussein, Tan Sri Dato’ Seri Dr Haji Zainul Ariff bin Haji Hussain, Raja Dato’ Seri Eleena binti Sultan Azlan Shah and Tunku Afwida binti Tunku A.Malek (“Non-Executive Directors”) have elected not to participate in the Proposed Scheme to promote good corporate governance practice in the Company.
In relation thereto, the proposed establishment of a new employees’ share issuance scheme of up to 10% of the issued and paid-up share capital of Gamuda (excluding treasury shares, if any) at any point in time during the duration of the employees’ share issuance scheme will only be for the eligible Executive Directors (i.e. Directors who are in an executive capacity and involved in the day-to-day management of the Company) and Employees of Gamuda and its subsidiaries (excluding subsidiaries which are dormant).
The revisions to the salient features of the Proposed Scheme provided for in the First Announcement are set out in the ensuing sections. Save as disclosed in the ensuing sections, all other salient features of the Proposed Scheme shall remain unchanged.
2. REVISIONS TO THE SALIENT FEATURES OF THE PROPOSED SCHEME
2.1 Directors’ Eligibility
In order to be considered an Eligible Person, an Executive Director must be at least eighteen (18) years of age as at the Date of Offer.
2.2 Retention Period
In view of the non-participation of the Non-Executive Directors of the Company under the Proposed Scheme, the new Gamuda Shares to be allotted and issued to a Grantee pursuant to the exercise of an Option under the Proposed Scheme will not be subject to any retention period.
3. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
Further to the above, the Company will not seek shareholders’ approval for authority to grant Options to the Non-Executive Directors and as such, they are no longer deemed interested in the Proposed Scheme.
In addition to the above, on behalf of the Board, HLIB is pleased to announce that the listing application for such number of new Gamuda Shares, representing up to 10% of the issued and paid-up share capital of Gamuda (excluding treasury shares, if any) at any point in time pursuant to the Proposed Scheme has been submitted to Bursa Securities today for its consideration.
This announcement is dated 17 October 2014.
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