PRINCIPAL TERMS AND CONDITIONS ( PTC ) OF FIVE (5)-YEAR, 1%, IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ( ICULS )

Transcription

1 PRINCIPAL TERMS AND CONDITIONS ( PTC ) OF FIVE (5)-YEAR, 1%, IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ( ICULS ) 1. BACKGROUND INFORMATION 1.1 ISSUER (i) Name : Land & General Berhad ( L&G or Company ). (ii) Address : Registered Office: 8trium, Level 21, Menara 1 Jalan Cempaka SD 12/5 Bandar Sri Damansara Kuala Lumpur Correspondence Address: 8trium, Level 21, Menara 1 Jalan Cempaka SD 12/5 Bandar Sri Damansara Kuala Lumpur (iii) (iv) Business registration no. Date/place of incorporation : 5507-H. : L&G was incorporated in Malaysia on 21 May 1964 as a limited company under the name Nanyang Holdings Limited under the Companies Ordinances, On 21 March 1968, the Company changed its name to General Lumber (Holdings) Sdn Bhd and was converted to a public limited company on 7 October 1968 and subsequently assumed its present name in (v) Date of listing : L&G was listed on the KLSE (formerly the Stock Exchange of Kuala Lumpur and Singapore Ltd) on 14 November It maintained both of these listings until 1989 when Malaysian Government policy and the listing requirements of the KLSE required its delisting from the Stock Exchange of Singapore, which took effect from 1 January The Company is currently listed on the Main Market of the Bursa Malaysia Securities Berhad ( Bursa Securities ). (vi) Status on residence : Resident controlled company and Non-Bumiputera controlled company. (vii) Principal activities : L&G is an investment holding company whilst its subsidiaries are principally engaged in property investment and development business, cultivation of rubber and oil palm, management of club activities and provision of education services. 1

2 1. BACKGROUND INFORMATION 1.1 ISSUER (viii) Board of Directors (as at 29 April 2013) : Name/ NRIC No./ Passport No./ No. Designation 1. Dato Hj Zainal Abidin Putih ( ) Independent Non- Executive Chairman 2. Low Gay Teck ( ) Managing Director, Non-Independent Executive Director 3. Ferdaus Mahmood ( ) Executive Director, Non-Independent Executive Director 4. Dato Ir Dr A Bakar Jaafar ( ) Senior Independent Non-Executive Director 5. Dato Muhammad Khairun Aseh ( ) Non-Independent Non- Executive Director 6. Dato Hj Ikhwan Salim Dato Hj Sujak ( ) Independent Non- Executive Director 7. YM Tengku Maruan Tengku Ariff ( ) Independent Non- Executive Director 8. Wing Kwan Winnie Chiu (a) ( ) Non-Independent Non- Executive Director Direct Indirect No. of Shares 000 % No. of Shares 000 % * ,

3 1. BACKGROUND INFORMATION 1.1 ISSUER Name/ NRIC No./ Passport No./ No. Designation 9. Hoong Cheong Thard ( ) Non-Independent Non- Executive Director Direct Indirect No. of Shares 000 % No. of Shares 000 % (ix) Structure of shareholdings and names of shareholders or in the case of public company, names of all substantial shareholders (as at 29 April 2013) Notes: * Negligible. (a) Director of L&G and deemed interest through MPSB. : Category of shareholders No. of Shares % MALAYSIAN Bumiputera nominee companies 66,388, Bumiputera companies 7,949, Bumiputera government agencies 2,817, Individual bumiputera 14,069, TOTAL BUMIPUTERA 91,225, Non-bumiputera 329,752, TOTAL MALAYSIAN 420,978, FOREIGNERS 177,326, TOTAL 598,304, Substantial shareholders Mayland Parkview Sdn Bhd ( MPSB ) Direct No. of Shares 000 % Indirect No. of Shares 000 % 103, Wing Kwan Winnie , Chiu (a) Note: (a) Director of L&G and deemed interest through MPSB. 3

4 1. BACKGROUND INFORMATION 1.1 ISSUER (x) (xi) Authorised share capital, issued share capital and paid-up share capital (as at 29 April 2013) Other disclosures : Authorised: RM1,000,000,000 comprising 5,000,000,000 ordinary shares of RM0.20 each in L&G ( L&G Shares(s) ). Issued and fully paid-up: RM119,660,906 comprising 598,304,530 L&G Shares. : (a) The Company or its board members have not been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five (5) years prior to the date of application to the Securities Commission Malaysia ( SC ); and (b) The Company has not been subjected to any action by the Bursa Securities for any breach of the Main Market Listing Requirements ( Listing Requirements ) or the rules issued by Bursa Securities, for the past five (5) years prior to the date of application to the SC. 1.2 Originator (in the case of asset-backed securities) Not applicable. 4

5 (a) Names of parties involved in the proposed transaction (i) Principal Adviser : Public Investment Bank Berhad (20027-W) ( PIVB ). (ii) Lead arranger : Not applicable. (iii) Co-arranger(s) : Not applicable. (iv) Solicitors : Messrs Jeff Leong, Poon & Wong (v) Financial Adviser : Not applicable. (vi) Technical Adviser : Not applicable. (vii) Bond Trustee : Pacific Trustees Berhad ( A) (viii) Guarantor : Not applicable. (ix) Valuer : Not applicable. (x) Facility Agent : Not applicable. (xi) (xii) Primary subscriber(s) and amount subscribed (where applicable) Underwriter(s) and amount underwritten : Not applicable. : Irrevocable undertaking from the major shareholder of L&G, namely MPSB, to subscribe for an aggregate amount of up to RM77,779,589 nominal value of ICULS pursuant to the Proposed Rights Issue of ICULS (as defined in the Paragraph 2(b) of the PTC) in the following manners: (a) (b) to subscribe for RM13,444,600 nominal value of ICULS based on its rights entitlement of ICULS; and to subscribe for up to RM64,334,989 nominal value of ICULS, representing the balance of the rights entitlement of the ICULS in the event that the other entitled shareholders of L&G and/or renouncee(s)/transferee(s) do not subscribe for their respective rights entitlements of ICULS and/or excess Rights ICULS (as defined in the Paragraph 2(b) of the PTC). (xiii) Central Depository : Bursa Malaysia Depository Berhad ( W) 5

6 (xiv) Paying Agent : Symphony Share Registrars Sdn Bhd ( D) (xv) Reporting Accountants : Messrs. Siew Boon Yeong & Associates. (xvi) Calculation Agent : Not applicable. (xvii) Others Holders : The several persons for the time being duly registered in the register of the ICULS (excluding Malaysian Central Depository Nominees Sdn Bhd) or entered in the Record of Depositors as the holders of the ICULS, and Holder means each or any of them as the context may require or permit. (b) Facility description : Issuance of RM77,779,589 nominal value of ICULS pursuant to the proposed renounceable rights issue of RM77,779,589 nominal value of five (5)-year, 1% ICULS at 100% of its nominal value of RM0.13 each ( Rights ICULS ) on the basis of RM0.13 nominal value of Rights ICULS for every one (1) existing L&G Share held ( Proposed Rights Issue of ICULS ). (c) Issue/debt programme size : RM77,779,589 nominal value of ICULS. (d) Tenure of the ICULS : Five (5) years commencing from and including the date of issuance of the ICULS ( Issue Date ). (e) Availability period of debt programme (or facility) : Not applicable. (f) Interest/Coupon rate : 1% per annum on the nominal value of the ICULS. (g) (h) (i) Interest/Coupon payment frequency Interest/Coupon payment basis Security/Collateral, where applicable : The coupon of the ICULS will be payable annually in arrears. : All interest will be calculated on the basis of a 365 day year and the actual number of days elapsed from the date which is immediately following the Issue Date or, as the case may be, the day after the previous date of payment of interest up to and including the date on which the interest is to be paid and rounded upward to the nearest sen. : Not applicable. 6

7 (j) Details on utilisation of proceeds by issuer and originator (in the case of ABS). If proceeds are to be utilized for project or capital expenditure, description of the project or capital expenditure, where applicable. : The proceeds to be raised from the Proposed Rights Issue of ICULS are proposed to be utilised as follows: Details of utilisation Funding for the Proposed Acquisition (as defined herein) (a) Working capital requirements (b) Defray estimated expenses relating to the Proposed Rights Issue of ICULS and the Proposed Acquisition ( Proposals ) (c) RM Estimated Timeframe for utilisation of proceeds from date of receipt 67,048,625 Within twentyfour (24) months 9,730,964 Within twelve (12) months 1,000,000 Within six (6) months Total 77,779,589 Notes: (a) (b) The proceeds of RM67,048,625 will be utilised for the partial settlement of the purchase consideration for the proposed acquisition of one (1) block of thirteen (13)-storey stratified office floors being constructed over a piece of freehold land held under Geran 825, Lot No. 3, Presint 3, Town and District of Putrajaya, State of Wilayah Persekutuan Putrajaya by Maple Domain Sdn Bhd ( MDSB ), a wholly-owned subsidiary of L&G, from Mayland Avenue Sdn Bhd ( MASB ), a wholly-owned subsidiary of Malaysia Land Properties Sdn Bhd, for a total cash consideration of RM72,485,000 ( Proposed Acquisition ). The working capital requirements include but are not limited to the funding of L&G and its subsidiaries day-to-day operations such as employee remuneration, statutory related expenses, payment of creditors and other operating/administrative expenses. 7

8 (c) The estimated expenses of approximately RM1.00 million include the estimated professional fees, fees payable to the relevant authorities and other miscellaneous expenses, including the RM30,000 for the reimbursement account as set out in the Paragraph 2(k) of the PTC. Any surplus or shortfall of funds for the payment of expenses for the Proposals will be adjusted accordingly from or to the working capital, as the case may be. In the event the master sale agreement dated 9 April 2013 entered between MDSB and MASB in respect of the Proposed Acquisition ( MSA ) is terminated due to non-fulfillment of conditions precedent of the MSA or default by MASB, L&G and its subsidiaries ( Group ) intends to use the refunded deposit and any progressive payments made to MASB for its working capital requirements and future business expansion, the details of which has yet to be determined by the board of directors of the Company ( Board ) at this juncture. (k) Sinking fund and designated accounts, where applicable Announcements will be made when the proposed utilisation of the refunded progressive payments made to MASB have been identified and concluded by the Board. If the nature of transaction requires shareholders approval pursuant to the Listing Requirement, the Board will seek the necessary approval from the shareholders accordingly. : An account, known as PTB-L&G-Trustees Reimbursement A/C ( Account ) with a sum of RM30,000 shall be set up from the moneys received by the Company when the ICULS are issued. This Account shall be operated solely by the Trustee and the money shall only be used strictly by the Trustee in carrying out their duties in relation to the occurrence of an Event of Default (as set out in the Paragraph 2(s) of the PTC). (l) Rating : The ICULS will not be rated. 8

9 (m) Mode of issue : To be issued to existing shareholders of L&G pursuant to the Proposed Rights Issue of ICULS on a renounceable basis of RM0.13 nominal value of Rights ICULS for every one (1) existing L&G Share held on the entitlement date to be determined and announced later. (n) (o) Selling restriction, including tradability (i.e. tradable or non-tradable) Listing status and type of listing : The ICULS will be listed on the Main Market of Bursa Securities. No selling restriction is imposed on the ICULS. : On 20 May 2013, an application had been made to Bursa Securities for the admission of the ICULS to the Official List of Main Market of Bursa Securities, the listing of and quotation for the ICULS and the new L&G Shares arising from the full conversion of the ICULS on the Main Market of Bursa Securities. (p) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained : Other than the approval of the SC, the issuance of the ICULS, which is part of the Proposals, is subject to and conditional upon approvals being obtained from the following: (i) Bursa Securities for the following: (a) (b) admission of the ICULS to the Official List of Main Market of Bursa Securities and listing of and quotation for the ICULS; and listing of and quotation for the new L&G Shares to be issued arising from the full conversion of the ICULS, on the Main Market of Bursa Securities; (ii) (iii) shareholders of L&G for the Proposals at an extraordinary general meeting to be convened by L&G; and any other persons/relevant authorities, if any. (q) Conditions precedent : None except for the approvals under the Paragraph 2(p) of the PTC above. 9

10 (r) Representations and warranties : The Company represents and warrants to the Trustee for the benefit of each of the Holders as follows: (i) each company in the Group which is incorporated in Malaysia is duly incorporated with limited liability and validly existing under the laws of Malaysia; (ii) (iii) the Memorandum and Articles of Association of each of the companies in the Group incorporate provisions which authorise, and all necessary corporate action has been taken to authorise, and all authorisations of any governmental or other authority have been duly and unconditionally obtained and are in full force and effect which are required to authorise, each of the companies in the Group to own their assets, carry on their business as they are now being conducted, and for the companies to sign, deliver and perform the transactions contemplated in the Trust Deed to issue the ICULS and where relevant, for the companies to perform its obligations specified in the Trust Deed and under the ICULS in accordance with their terms; neither the signing and delivery of the Trust Deed nor the issue of the ICULS nor the performance of any of the transactions contemplated under the Issue Documents (as defined in the Paragraph 2(s) of the PTC) will: (a) (b) contravene or constitute a default under any provision contained in any agreement, instrument, law, judgment, order, licence, permit or consent by which the Company or any of its assets are bound or affected; or cause any limitation on it or the powers of its directors, whether imposed by or contained in its memorandum and articles of association or in any other law, order, judgment, agreement, instrument or otherwise, to be exceeded; 10

11 (iv) no registration, recording, filing or notarisation of the Trust Deed and the ICULS and no payment of any duty or tax and no other action whatsoever is necessary or desirable to ensure the legality, validity or enforceability in Malaysia of the liabilities and obligations of the Company or the rights of the Holders (or any of them) under the Trust Deed and the ICULS in accordance with their terms save and except for the following: (a) (b) endorsement of exemption from stamp duty payment; registration of the power of attorney clause contained in the Trust Deed with the High Court of Malaya in Kuala Lumpur; (v) (vi) save and except as disclosed in writing by the Company to the Trustee, no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any agreement or instrument by which each of the companies in the Group or any of their assets are bound or affected, being a contravention or default which might either have a Material Adverse Effect (as defined in the Paragraph 2(s) of the PTC) on the business, assets or financial condition of the Company; save and except as disclosed in writing by the Company to the Trustee prior to the date of the Trust Deed, no litigation, arbitration or administrative proceeding or claim which might by itself or together with any other such proceedings or claims either have a Material Adverse Effect on the business, assets or condition of the Group, is presently in progress or pending or, to the best of the knowledge, information and belief of the Company, threatened against the Company or any of its assets; 11

12 (vii) save and except as disclosed to the Trustee in writing prior to the date of the Trust Deed all necessary returns have been delivered by or on behalf of the Group to the relevant taxation authorities and the Group is not in default in the payment of any taxes of a material amount, and in relation to the Group, no material claim is being asserted with respect to taxes which is not disclosed in the financial statements referred to in the Paragraph 2(r)(viii) of the PTC; (viii) the audited financial statements (including the statements of comprehensive income and statements of financial position) of the Group for the year ended 31 March have been prepared on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia and give a true and fair view of the results of its operations for that year and the state of its affairs at that date, and in particular disclose all material liabilities (actual or contingent) of the Group; (ix) (x) save and except as disclosed in writing by the Company to the Trustee prior to the date of the Trust Deed, no steps have been taken by the Group or its shareholders nor have any legal proceedings been commenced or threatened for the dissolution or for the appointment of a receiver, trustee, judicial manager or similar officer of the Group, their assets or, any of them; in so far as the information may have Material Adverse Effect on the business, assets or condition of the Group, such information furnished by the Company in connection with the Trust Deed and/or the other Issue Documents do not contain any untrue statement or omit to state any fact the omission of which makes the statements therein, in the light of the circumstances under which they were made, misleading, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful enquiry by the Company; and 12

13 (xi) the Company has fully disclosed in writing to the Trustee all facts relating to the Group which the Company knows or should reasonably know and which are material for disclosure to the Trustee and the Holders (or any of them) in the context of the Trust Deed and the ICULS. (s) Event of default (or enforcement of event, where applicable) The representations and warranties set out in this Paragraph 2(r) of the PTC shall survive the execution and delivery of the Trust Deed and the issue of the ICULS until the payment and repayment of all monies due under the ICULS and under the Trust Deed, as if repeated by reference to the then existing circumstances, except that each reference to accounts in the Paragraph 2(r)(viii) of the PTC shall be construed as a reference to the then latest available annual audited financial statements of the Company and the date thereof. : Each of the following shall be, amongst others, an Event of Default: (i) Non payment: if the Company fails to pay interest on the ICULS on the due dates thereof or, if so payable, on demand; (ii) (iii) Default: if the Company defaults in the performance of its obligations under condition as set out in the Trust Deed and such having a Material Adverse Effect; Breach of Obligations: if the Company defaults in the performance and observance of any agreement, covenant, undertaking, stipulation, proviso or obligation herein contained and/or any of the other Issue Documents (as defined herein) and on the part of the Company to be performed and observed AND, where such default is capable of remedy, such default continues for a period of fourteen (14) Business Days from the date of receipt by the Company of a notice in writing from the Trustee requiring the Company to remedy such default and where such default is not capable of remedy, the Trustee has certified in writing that the Trustee reasonably considers, in its opinion, such default to be materially prejudicial to the interest of the Holders; 13

14 (iv) Misrepresentation: if any representation, warranty or statement which is made (or acknowledged to have been made) by the Company under the Issue Documents or which is contained in any certificate, statement or notice provided under or in connection with the Issue Documents proves to be incorrect in any material respect when made or, if repeated when repeated, with reference to the facts and circumstances then existing and such having a Material Adverse Effect; (v) (vi) (vii) (viii) Cross Default: if any other indebtedness of the Company becomes due and payable prior to its stated maturity or if the Company fails to pay any other indebtedness within fourteen (14) days after the due date for payment thereof or where the security created for any such other indebtedness becomes enforceable and such having a Material Adverse Effect; Appointment of receiver: if an encumbrancer takes possession of, or a trustee or administrator or other receiver or similar officer is appointed in respect of, all or a substantial part of the business or assets of the Company and such having a Material Adverse Effect; Legal Process: if distress or any form of execution or other legal process is levied, enforced upon or sued out against all or any part of the business assets of the Company and is not stayed or discharged within twenty one (21) days after being levied, enforced or sued out and such having a Material Adverse Effect,; Inability to pay debts: if the Company is deemed unable to pay its debts within the meaning of Section 218 of the Companies Act, 1965 ( Companies Act ) or becomes unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or interest) with respect to all or any class of its debts; 14

15 (ix) (x) (xi) (xii) (xiii) (xiv) Composition, winding up or bankruptcy: if the Company convenes a meeting of its creditors or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for making an administration order against or for winding-up, dissolution or liquidation of the Company or a petition for a winding-up is presented against the Company or a winding-up order has been made against the Company or a resolution to wind up the Company has been passed; Winding up by the Company: if any step is taken by the Company for the winding up, dissolution or liquidation or bankruptcy (voluntary or otherwise) of the Company; Analogous Events: if anything analogous to any of the events set out in the Paragraph 2(s)(vi), (vii), (viii), (ix) and (x) above occurs under any applicable law; Legal Proceedings: if any legal proceeding, suit or action is instituted against the Company which could reasonably be expected to have a Material Adverse Effect on the financial condition of the Company or its ability to observe or perform its obligations under the Trust Deed or the other Issue Documents; Illegality: if it is or will become unlawful for the Company to perform or comply with any one or more of its obligations under any of the Issue Documents and in relation to the ICULS; Section 176 of the Companies Act: in addition and without prejudice to the generality of this Paragraph 2(s), if a scheme of arrangement under Section 176 of the Companies Act has been instituted against or undertaken by the Company (other than for the purpose of restructuring and such not having a Material Adverse Effect); and 15

16 (xv) Licences: if there is any revocation, withholding, invalidation or modification of any licence, authorisation or approval that impairs or prejudices the Company s ability to comply with the conditions or the provisions of the Trust Deed or any of the other Issue Documents. If any of the Events of Default occurs, the Trustee shall, upon the request of the Holders by special resolution and subject to the Trustee being indemnified to its satisfaction by the Holders, by written notice to the Company declare that: (i) (ii) an Event of Default has occurred whereupon, notwithstanding the stated maturity of the ICULS, each of the ICULS shall mature; and the 100% nominal amount of the ICULS then outstanding together with interest thereon shall immediately become due and payable by the Company as at the date of receipt by the Company of the said notice. Material Adverse Effect represents an effect which, in the reasonable opinion of the Trustee in the case of the Issue Documents, might have a material adverse effect on: (i) (ii) (iii) (iv) the business, assets, condition (financial or otherwise) or operations of the Company; the ability of the Company to comply with the provisions contained in any of the Issue Documents; the Trustee s or Holders interests under the Issue Documents; or the validity or enforceability of any of the Issue Documents; Issue Documents represents the Trust Deed, any documents in connection with the ICULS and such other documents as may be required by the Trustee or by the relevant authorities to complete the transactions contemplated herein and where the context so requires or admits, references to the Issue Document shall be construed as reference to any one of them; 16

17 (t) Covenants (i) Affirmative Covenants : The Company hereby covenants with the Trustee for the benefit of the Holders that so long as any of the ICULS shall remain outstanding: (a) Capital Markets and Services Act 2007 ( CMSA ) and the SC: it will, in addition to and without prejudice to the other provisions of the Trust Deed, limited so far as required by the CMSA and/or so far as directed by the SC, comply with the provisions of the CMSA and/or the directive, written notices, circulars or guidelines issued by the SC from time to time affecting the ICULS or the Holders; (b) Compliance and all further acts: it will so far as required by law at all times execute all such further documents and will do all such further acts and things as may be necessary at any time or times to comply with the provisions of the Issue Documents and to give effect to the terms and conditions of the Trust Deed; (c) Ranking: the liabilities of the Company under the Issue Documents to which the Company is a party shall rank and will rank at least equally and rateably (pari passu) in point of priority and security with all its other unsecured liabilities (both actual and contingent) except liabilities which are preferred solely by the laws of Malaysia; (d) Preparation of accounts: it will prepare the financial statements referred to in the Paragraph 2(t)(i)(e) below in accordance with generally accepted accounting principles in Malaysia and those financial statements shall give a true and fair view of the results of the operations of the Company for the period in question and the state of its affairs for the period to which the financial statements are made up and in particular, to the extent required by the foregoing requirements, accurately disclose or reserve against all the material liabilities (actual or contingent) of the Company; 17

18 (e) Information: it will deliver to the Trustee, the SC (where required by law) and the Bursa Securities (where required by law): (1) as soon as they become available (and in any event within a period not exceeding six (6) months from the close of each of its financial years) an annual audited accounts and semi-annual unaudited accounts of the Company, comprising the statements of financial position and statements of comprehensive income and explanatory notes, and such other information as may be required by the Trustee; (2) as soon as they have been approved by the board of directors of the Company, and in any event not later than two (2) months after the end of each quarter of its financial year, copies of the quarterly report which is on a consolidated basis, where applicable, comprising its statements of comprehensive income, statements of financial position and such other financial information as may be required to be disclosed to the Bursa Securities; (3) promptly, all notices reports accounts statement circular or other documents, despatched by the Company to its shareholders, debenture holders or its creditors generally; (4) promptly, such additional financial or other information (including but not limited to information on the progress of its business) in its possession or control as the Trustee, the SC and/or Bursa Securities may from time to time request. In this respect, the Company shall also deliver to the Trustee any other accounts, reports, notices, statement or circulars issued to the shareholders of the Company and any offer in writing received by the Company of any takeover scheme relating to the L&G Shares; 18

19 (5) promptly, at its own cost and expense, give to the Trustee such information as the Trustee may reasonably require for the purpose of the discharge of the duties, powers, trusts, authorities and discretions vested in it hereunder or by operation of law; (6) details of any adjustment to the Conversion Price (as defined in the Paragraph 2(v)(ix) of the PTC) in accordance with the Trust Deed and such other financial or other financial information as the Trustee may from time to time reasonably request; and (7) as and when required and/or as soon as they become available (and in any event within a period not exceeding six (6) months from the close of each of the respective financial years) copies of the financial statements of each company within the Group (other than the Company) from that year which shall contain a statements of comprehensive income and a statements of financial position and be audited and certified by a firm of independent accountants; (f) Authorisations: it will obtain and/or cause to be obtained and promptly renew and/or cause to be renewed from time to time, and will promptly deliver to the Trustee copies (certified by the authorised signatories) of any authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation as may be necessary or desirable to ensure the validity, enforceability or priority of the liabilities and obligations of the Company, or the rights of the Trustee and the Holders (or any of them), under the Issue Documents to which it is a party; and that it shall comply with the terms of the same in all material respects; 19

20 (g) Event of Default: it shall give written notice to the Trustee promptly of the occurrence of an Event of Default or any event which, upon the giving of such notice and/or the lapse of time and/or the issue of a certificate, would constitute an Event of Default forthwith upon becoming aware thereof and irrespective of whether or not the Trustee has taken any action in respect of the happening of such event and where relevant provide the Trustee with full details of any steps which it is taking, or is considering to take, in order to remedy or mitigate the effect of that Event of Default or otherwise in connection with it; (h) Licences: it will obtain all necessary licences and approvals and comply in all material respects with all regulations relating to the carrying on of its business; (i) Insurances: it will maintain or cause to be maintained such insurances (if any) in respect of its assets, business, properties and undertakings of the company against all risks with such insurance company and/or underwriters in accordance with sound commercial practice, which a prudent company would normally insure and is acceptable to the Trustee, and produce to the Trustee on request, documentary evidence of compliance by the Company with the obligations contained herein; (j) Board of directors: where the Holders deem it necessary for the protection of its interests, it will promptly on written notification of the Trustee acting on behalf of the instructions of Holders by ordinary resolution appoint or cause to be appointed not more than two (2) independent directors on the Company s board of directors and shall further forthwith notify the Trustee if there is any change to its board of directors; 20

21 (k) Adverse Changes: it will promptly notify the Trustee in writing of any material event or adverse change in the condition (financial or otherwise) of the Company and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Company before any court tribunal or administrative agency, all such notification to be given to the Trustee in writing in not later than fourteen (14) days after the Company has knowledge or has been notified of the change or of the litigation or other proceedings or threat thereof and the amount of any contingent liability if such amount is ascertainable; (l) Tax: it will within the time permitted by the relevant taxation authorities deliver or cause to be delivered all necessary returns to the relevant taxation authorities having jurisdiction over it; (m) Notification: immediately notify the Trustee in writing in the event that the Company shall become aware: (1) of the happening or occurrence of any Event of Default; (2) of the happening of any event that has caused or could cause, one (1) or more of the following: (aa) any amount secured or payable under the ICULS to become immediately payable; (bb) the ICULS to become immediately enforceable; and (cc) any other right or remedy under the terms, provisions covenants of the ICULS and the Trust Deed have become immediately enforceable; (3) of any circumstance that has occurred that would materially prejudice the Company; (4) of any substantial change in the nature of business of the Company; 21

22 (5) of any change in withholding tax position; (6) of any change in the utilisation of proceeds from the ICULS; and (7) of any other matter that may materially prejudice the interest of Holders; (n) Listing on the Bursa Securities: it will: (1) obtain the listing of the ICULS on Bursa Securities and thereafter use its best endeavours to maintain the listing of the ICULS on the Bursa Securities; and (2) comply with all the relevant and applicable provisions of the Listing Requirements and the Companies Act; (o) ICULS: it will settle in full all outstanding ICULS in accordance with the terms and conditions of the ICULS and the Trust Deed; (p) Paying Agent: it will: (1) procure the ICULS Registrar or such other financial institutions acceptable to the Trustee be appointed at all times as Paying Agent in Malaysia for purposes of the Trust Deed; (2) procure that the Paying Agent shall notify the Trustee in the event that the Paying Agent does not receive payment from the Company on the due dates as required under the Trust Deed; (q) Certificate: within one (1) month after the end of each quarter of the Company s financial year (the first quarter commencing on a day notified by the Trustee to the Company in writing being a date not later than six (6) months after the Issue Date) prepare and forward to the Trustee (with a copy delivered to the SC and a further copy lodged with the ICULS Registrar) a report signed by not less than two (2) directors on behalf of the Company relating to the quarterly period prior to the relevant date, which report shall state the matters required to be stated under Section 266 of the CMSA and as stated in the Trust Deed. 22

23 (r) Annual Report: it will send to the Trustee, sufficient copies of the Company s published annual report together with all documents required by law to be annexed thereto for circulation to each Holder; (s) Notification of non-compliance: it will immediately notify the Trustee in writing in the event that the directors shall become aware that the Company is unable to fulfill or comply with any of the provisions of the Trust Deed; (t) Adoption of statements of financial position and financial year: it will as far as reasonably possible, adopt the same statements of financial position date and financial year for the purpose of its audited financial accounts as those of its holding company (if any) and shall cause its subsidiaries to adopt the same; (u) Inspection by Holders: it will make available for inspection by the Holders at its registered office copies of each notice to members and to the Bursa Securities and the statements of financial position and statements of comprehensive income sent to the Trustee as soon as practicable after the date of issue thereof; (v) Late Payment: in the event of the unconditional payment to or to the order of the Paying Agent or the Trustee of any sum due in respect of any of the ICULS being made after the due date for payment thereof, it will forthwith give notice or procure that the Paying Agent gives notice to the Holders and the Trustee (if applicable) that such payment has been made; (w) Replacement of Trustee: it shall take all reasonable steps to replace the Trustee as soon as practicable after becoming aware that the Trustee: (1) has ceased to exist; or (2) has not been validly appointed; or (3) is not eligible to be appointed or act under Section 260 of the CMSA; or 23

24 (4) the Trustee has failed or refused to act as Trustee in accordance with the provisions of the Trust Deed or the CMSA; or (5) a receiver is appointed over the whole or a substantial part of the assets or undertaking of the Trustee and has not ceased to act under that appointment, or a petition is presented for the winding up of the Trustee (other than for the purpose of and followed by a reconstruction, unless during or following such reconstruction the Trustee becomes or is declared to be insolvent); or (6) Trustee is under investigation for conduct that contravenes the Trust Companies Act 1949, the Trustee Act 1949, the Companies Act or any securities law; (x) Authorised signatories: it will forthwith notify the Trustee in writing if any of its authorised signatories is no longer authorised to act on the Company's behalf hereunder; and (y) Annual return: it will submit to the Trustee, a certified true copy of its annual return and return of allotment of shares as submitted to the Registrar of Companies. (t) Covenants (Cont d) (ii) Negative Covenants : The Company undertakes with the Trustee for the benefit of the Holders that, from the date of the Trust Deed until all its liabilities and obligations hereunder and under the other Issue Documents have been discharged, the Company shall not without the prior written consent of the Trustee acting on the instructions of the Holders by ordinary resolution: (a) Constitutional Documents: add to, delete, vary or amend its Memorandum and/or Articles of Association if such deletion, variation or amendment would adversely affect or be prejudicial to the interest of any of the Holders unless otherwise required by law or the Listing Requirements of the Bursa Securities; 24

25 (b) (c) Restriction on transactions: enter into any transaction with any person, firm or company whether directly or indirectly or establish any exclusive purchasing or sales agency, or enter into any transaction whereby the Company might pay more than the ordinary commercial price for any purchase or might receive less than the full commercial price (subject to normal trade discounts) for its products, and such having a Material Adverse Effect except in the ordinary course of business or on ordinary commercial terms and on the basis of arm s length arrangements; Interested Person: enter into any transaction, whether directly with any director, substantial Shareholder of the Company or any persons connected with any of them (within the definition of Section 122A of the Companies Act) ( interested persons ) unless: (1) such transaction shall be on terms that are no less favourable to the Company than those which could have been obtained in comparable transaction from persons who are not interested persons, and that the Company certifies to the Trustee that the transaction is on terms that are no less favourable to the Company than those which could have been obtained in comparable transaction from persons who are not interested persons; (2) with respect to transactions where any of the percentage ratios is five per cent (5%) or such other ratios prescribed by the Listing Requirements, as amended or varied or modified from time to time, where the approval of the shareholders in general meeting of the transaction is required to be obtained, the Company obtains and receives certification from an independent adviser that the transaction is carried out on fair and reasonable terms; and in any case, that the transaction shall have been approved by the majority of the board of directors and/or shareholders in a general meeting as the case may require; and 25

26 (3) with respect to transactions constituting a recurrent related-party transaction of a revenue or trading nature ( RRPT ) which are provided for and permitted under the Listing Requirements and provided that the Company certifies to the Trustee that the transaction complies with the Paragraph 2(t)(ii)(c)(1) above, the Company has obtained or renewed, where applicable, the shareholders mandate in accordance with the Listing Requirements and that the Company furnishes at least one (1) certificate to the Trustee in respect of the RRPT contemplated under one (1) shareholders mandate; (d) (e) (f) Alteration: decrease or in any way whatsoever alter (other than by way of increase), its authorised or issued capital whether by varying the amount, structure or value thereof or the rights attached thereto or convert any of its share capital into stock, or by consolidation dividing or sub-dividing all or any of the L&G Shares, where such alteration does not result in any adjustment of the Conversion Price under the Trust Deed save and except for any authorised share buy back by the Company; Utilisation of Proceeds: change the utilisation of proceeds from the ICULS; Dividends: pay or declare any dividends upon declaration of an Event of Default. (t) Covenants (Cont d) (iii) Covenants as regards issue of shares : (a) The Company hereby further covenants with the Trustee that so long as any of the ICULS remains convertible: (1) it shall keep available for issue sufficient authorised share capital to satisfy in full the number of new L&G Shares required to be allotted and issued to the Holders on exercise of their rights as is exercisable to convert his/her ICULS into new L&G Shares as set out in the conditions of the Trust Deed ( Conversion Rights ); 26

27 (2) it shall not, except as provided by the Trust Deed, modify the rights attaching to its share capital or create or issue any L&G Shares which as regards rights to voting, dividends or capital has more favourable rights than those attached to the L&G Shares in issue on the date hereof; (3) it will not make any offer, issue or distribution or take any action the effect of which would be to reduce the Conversion Price below the par value of the L&G Shares; and (4) it will use its best endeavours to maintain the listing of the new L&G Shares issued in satisfaction of the Conversion Rights hereunder on Bursa Securities. (b) Subject to the Paragraph 2(t)(iii)(a) of the PTC above, nothing herein shall prevent the Company during the tenure of the ICULS to issue shares to the shareholders or for their account or to their nominees or any persons either as a bonus distribution or rights issue or special issue or otherwise, and the Holders shall not have any participating right to such issue. (u) Provisions on buy-back and early redemption : (i) Buy-back: Notwithstanding that the ICULS are irredeemable, the Company and/or its subsidiaries and/or the agent of the Company may at any time purchase the ICULS or any part thereof on the Bursa Securities on which the ICULS are listed and quoted at the prevailing market price. The ICULS so purchased shall be cancelled forthwith subject to the regulatory procedures and shall not be available for resale or converting into the new L&G Shares. (ii) Redemption of ICULS: The ICULS are not redeemable save as otherwise provided in the Event of Default. All outstanding ICULS will be mandatorily converted into the new L&G Shares on the Maturity Date (as defined in the Paragraph 2(v)(iv) of the PTC) provided always that no declaration of Event of Default by the Trustee pursuant to the provisions in the Trust Deed. 27

28 (v) Other principal terms and conditions for the ICULS : (i) Form: The ICULS shall be represented by the Global Certificate, which shall be issued under the common seal of the Company to be affixed in such manner as authorised by the Articles of Association of the Company. The Global Certificate so delivered shall be valid and binding on the Company. (ii) Denomination: The ICULS will be issued in denominations of RM0.13 and multiples thereof. For the purpose of trading on Bursa Securities, the ICULS shall be issued as far as possible in board lots of 100 ICULS or as approved by Bursa Securities from time to time. (iii) Status of ICULS: The ICULS shall constitute direct, unconditional and unsecured obligations of the Company and subject to the provisions contained in the Trust Deed, must at all times rank pari passu, without discrimination, preference or priority between themselves and must rank at least pari passu with all present and future direct, unconditional, unsecured and unsubordinated debts and obligations of the Company except for those which are preferred by law. (iv) Maturity Date: The last market day prior to the fifth (5th) anniversary date of the Issue Date on which the nominal value of the outstanding ICULS (unless previously converted into new L&G Shares) will automatically be converted at the Conversion Price (as defined herein) into fully paid new L&G Shares at 5p.m. (Kuala Lumpur time); (v) Conversion Rights: Each Holder shall have the right at any time during the Conversion Period (as defined herein) to convert the whole of the nominal amount of the ICULS held by him or such part thereof as he may specify in the notice of conversion and, at his option, with payment of the Cash Portion (as defined herein) into new L&G Shares at the Conversion Price which entitles a Holder to one (1) new L&G Share PROVIDED THAT in the event any fractional entitlements arise upon conversion, then the Holders of the ICULS shall disregard and waive their rights to any fractional entitlements. 28

29 (vi) Conversion Price: The price which is Ringgit Malaysia Twenty Six Sen (RM0.26), or such other price as shall be adjusted in accordance with condition set out in the Trust Deed. (vii) Conversion Period: In respect of the ICULS, the period commencing from and including the Issue Date up to and including the Maturity Date thereof during which a Holder shall be at liberty to exercise the Conversion Right; (viii) Conversion Mode: In the exercise of the Conversion Right for each new L&G Share, the Holder may at his option: (a) (b) surrender ICULS of such nominal value equivalent to the Conversion Price for one (1) new L&G Share; or surrender RM0.13 nominal value of ICULS together with cash payment of an amount (the Cash Portion ) such that in aggregate it being equivalent to the Conversion Price for one (1) new L&G Share. (ix) Conversion Price Adjustment: The Company shall make the necessary adjustment to the Conversion Price in the event of any alteration to the share capital of L&G on or before the Maturity Date, whether by way of rights issues, bonus issues, consolidation of shares, subdivision of shares or capital distribution whether on a reduction of capital or otherwise, in accordance with the provisions of the Trust Deed. (x) No Limitations on Borrowings: Save as provided in this Paragraph, there shall be no limitation under the Trust Deed or under the ICULS on further borrowings or issue of debt securities by the Company and the Company may raise further borrowings or create and issue other debt securities on such terms and conditions as the Company may think fit but not such as to alter or modify the terms and conditions of the ICULS save in accordance with the Trust Deed. 29

30 There shall not be any limitation or prohibition on the creation of mortgage, charge, pledge, lien, right of set off or any security interest whatsoever, howsoever created or arising by the Company (xi) Trust Deed: The ICULS will be constituted by the Trust Deed to be executed between the Company and the Trustee, acting for the benefit of the holders of the ICULS. (xii) Governing Laws: The Trust Deed shall be governed and construed in all respects in accordance with the laws of Malaysia. 30