(c)
Disposal and Cancellation
The Company may dispose of treasury shares at any time in the following ways:
(i)
selling the treasury shares for cash;
(ii)
transferring the treasury shares for the purposes of or pursuant to any share scheme, whether
for its employees, directors or other persons;
(iii)
transferring the treasury shares as consideration for the acquisition of shares in or assets of another
company or assets of a person;
(iv)
cancelling the treasury shares; or
(v)
selling, transferring or otherwise using the treasury shares for such other purposes as may be
prescribed by the Minister for Finance.
2.4 Source of Funds
The Companies Act permits the Company to make payment, pursuant to the purchase or acquisition of its own
Shares, out of capital as well as from its distributable profits, so long as the Company is solvent. The Companies
Act provides that a Company is solvent if at the date of the relevant payment, the following conditions are satisfied:
(a)
there is no ground on which the Company could be found to be unable to pay its debts;
(b)
if –
(i)
it is intended to commence winding up of the Company within the period of 12months immediately
after the date of the payment, the Company will be able to pay its debts in full within the period
of 12 months after the date of commencement of the winding up; or
(ii)
it is not intended so to commence winding up, the Company will be able to pay its debts as they
fall due during the period of 12 months immediately after the date of the payment; and
(c)
the value of the Company’s assets is not less than the value of its liabilities (including contingent liabilities)
and will not, after the proposed purchase or acquisition of Shares, become less than the value of its
liabilities (including contingent liabilities).
The Company intends to use internal sources of funds, or a combination of internal resources and external
borrowings, to finance its purchase(s) or acquisition(s) of Shares.
2.5 Financial Effects
It is not possible for the Company to realistically calculate or quantify the impact of purchases or acquisitions
that may be made pursuant to the Share Purchase Mandate on the NTA and EPS of the Group, as the resultant
effect will depend on,
inter alia
, the aggregate number of Shares purchased or acquired, the purchase prices
paid for such Shares, whether the purchase or acquisition is made out of capital or profits, whether the Shares
purchased or acquired are held in treasury or cancelled, how the Shares held in treasury are subsequently dealt
with by the Company in accordance with Section 76K of the Companies Act, and the amounts (if any) borrowed
by the Company to fund the purchases or acquisitions.
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