PTC INTEREST/COUPON (%)

Transcription

1 PTC INTEREST/COUPON (%)

2 Principal Terms and Conditions of the Proposed Issuance of JBSB Bonds 3.01 BACKGROUND INFORMATION (a) Issuer (ii) (iii) (iv) (v) Name Jeram Bintang Sdn Berhad ( JBSB or the Company ) Address 42-43, Jalan Desa, Taman Desa, Off Jalan Kelang Lama, Kuala Lumpur Business registration no P Date/place of incorporation 1 September 1999, Malaysia Date of listing (in case of a public-listed company) (private limited company) (vi) Status : resident/non-resident controlled company Resident controlled company : Bumiputera/non-Bumiputera controlled company Bumiputera controlled company (vii) (viii) Principal activities Special purpose vehicle for the purpose of issuing RM985,611,114 zero coupon redeemable secured bonds. Board of directors Name Address Designation Dato Iskandar Michael Bin Abdullah A Lorong Tok Sira 2, Kuantan No. of ordinary shares held as at 31 December 2003 <---- Direct ----> <-- Indirect ---> No of No. of % % Shares Shares Director Yeo Took Keat 22A Villa Bovelin, Lorong Awan Cina, Taman Yarl, Off Jalan Kelang Lama, Kuala Lumpur Director

3 (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Shareholder MAA Bancwell Private Trust Berhad Country of incorporation / Category of shareholders Malaysia / Bumiputera <------Direct -----> <---- Indirect ---> No. of No. of Shares % Shares % Held Held (x) Authorised and paid-up capital No. of Ordinary Shares Par Value (RM) Total (RM) Authorised 100,000 RM1.00 RM100, Issued and fully-paid 2 RM1.00 RM2.00 (b) Originator (in the case of asset-backed securities) (ii) (iii) (iv) (v) (vi) (vii) (viii) Name Address Business registration no. Date/place of incorporation Date of listing (in case of a public-listed company) Status : resident/non-resident controlled company : Bumiputera/non-Bumiputera controlled company Principal activities Board of directors 2

4 (ix) (x) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Authorised and paid-up capital 3.02 PRINCIPAL TERMS AND CONDITIONS (a) Name of parties involved in the proposed transactions (where applicable) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Principal adviser(s)/ lead arranger(s) Aseambankers Malaysia Berhad Arranger(s) None Valuers Jones Lang Wootton Solicitors Albar & Partners Financial adviser Technical adviser Nikkei Pacific Malaysia Sdn Bhd Guarantor Trustee Universal Trustee (Malaysia) Berhad Facility agent Aseambankers Malaysia Berhad 3

5 (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) Primary subscriber(s) and amount subscribed (where applicable) None Underwriter(s) and amount underwritten Syariah adviser (where applicable) Central depository Bank Negara Malaysia Paying agent Bank Negara Malaysia Reporting accountant Ernst & Young Others (please specify) The subscribers to the JBSB Bonds are as follows: Nominal value of Bonds A Bondholders :- RM182,049, /2012 A Bonds AmMerchant Bank Berhad 29,947,202 AmFinance Berhad 12,414,392 Alliance Merchant Bank Berhad 11,851,516 Bumiputra-Commerce Bank Berhad 36,225,909 Commerce International Merchant Bankers Berhad 7,444,123 BI Credit & Leasing Berhad 11,044,494 Kewangan Bersatu Berhad 10,877,805 Alliance Bank Berhad 12,200,804 Malaysia National Insurance Bhd 12,015,593 RHB Bank Berhad 15,541,915 Danaharta Managers Sdn Bhd 22,485,487 B Bondholders :- RM694,313, /2012 B Bonds AMMB International (L) Ltd 121,810,098 Bumiputra-Commerce Bank Berhad 426,261,257 Commerce International Merchant Bankers Berhad 146,242,401 C Bondholders :- RM26,840, /2012 C Bonds Affin-ACF Finance Berhad 3,225,521 Bumiputra-Commerce Bank Berhad 6,323,177 Affin Merchant Bank Berhad 1,661,408 RHB Bank Berhad 9,133,288 Mayban Finance Berhad 6,496,680 4

6 D Bondholders :- RM34,357, /2012 D Bonds AmMerchant Bank Berhad 34,357,469 E Bondholders :- RM34,847, /2012 E Bonds Alliance Bank Berhad 34,847,150 F Bondholders :- RM13,203, /2012 F Bonds Bumiputra-Commerce Bank Berhad 13,203,425 (b) (c) (d) Principal (conventional/islamic) Conventional Facility description Zero coupon redeemable secured bonds Issue size (RM) RM985,611,114 comprising of: RM182,049,240 A Bonds; RM694,313,756 B Bonds; RM26,840,074 C Bonds; RM34,357,469 D Bonds; RM34,847,150 E Bonds; and RM13,203,425 F Bonds. (e) Issue price (RM) For A, C and D Bonds, the issue price is 76.92% of the nominal value of the A, C and D Bonds For B, E and F Bonds, the issue price is 100% of the nominal value of the B, E and F Bonds (f) (g) (h) Tenor of the facility/issue Eight (8) years from and including the date of novation of Faber Group Berhad s ( FGB ) entire liability under the existing zero coupon Redeemable Convertible Secured Bonds 2000/2005 ( RCSB ) Interest / coupon /profit or equivalent rate (%) (please specify) Zero percent (0%) per annum Interest/coupon/profit payment frequency Interest/coupon/profit payment basis (j) Yield to maturity (%) For A, C and D Bondholders, a yield calculated based on the percentage per annum which will give an effective yield of 5.6% p.a. from 3 November 2000 to the date of redemption or 2 August 2005, whichever shall be the earlier date 5

7 If the A, C and D JBSB Bonds are not fully redeemed by 2 August 2005, the Bondholders of these series are allowed to clawback a further yield of 5.6% p.a. from 3 August 2005 up to the date the bonds are fully redeemed or 2 May 2006, whichever is earlier For B, E and F Bondholders: 0% p.a. In the event there is surplus arising from the disposal of all assets, settlement of JBSB Bonds and all the other liabilities (including estimated expenses for the subsequent voluntary winding-up of JBSB and its subsidiaries and all retrenchment payments (if any) payable to employees of JBSB subsidiaries on disposal of its assets) at the end of eight (8) years, B, E and F Bondholders will be entitled to a YTM of up to 10% p.a. from 3 November 2000 (k) Security/collateral (if any) Assets Security LANDED PROPERTIES Geran 5552 Lot No. 72, Mukim Tanah Rata, District of Cameron Highlands, Pahang. (Merlin Inn Cameron Highlands) 1 st charge for B Bonds 2 nd charge for F Bonds 3 rd charge for all Bonds Pajakan Negeri 107 Lot No. 5978, Mukim Kuala Kuantan, District of Kuantan. (Sheraton Kuantan) TL , Bandar Labuan, Federal Territory of Labuan (Sheraton Labuan) Geran No Lot No , Township and District of Johor Bahru (Merlin Inn Johor Bahru) 1 st charge for D Bonds 2 nd charge for B Bonds 3 rd charge for F Bonds 4 th charge for all Bonds 1 st charge for A Bonds 2 nd charge for B Bonds 3 rd charge for F Bonds 4 th charge for all Bonds 1 st charge for B Bonds 2 nd charge for F Bonds 3 rd charge for all Bonds C.T. No Lot No. 2899, Township and District of Johor Bahru (Merlin Inn Johor Bahru) 1 st charge for D Bonds 2 nd charge for B Bonds 3 rd charge for F Bonds 4 th charge for all Bonds Pajakan Negeri 348 Lot No. 1781, Mukim Kuah, District of Langkawi, Kedah (Sheraton Perdana Resort) 1 st charge for B Bonds 2 nd charge for F Bonds 3 rd charge for all Bonds 6

8 Grant Mukim 385 Lot No. 729, Grant Mukim 386 Lot No. 658, Grant Mukim 387 Lot No. 659 Mukim and District of Mersing, Negeri Johor Darul Ta zim. (Merlin Inn Mersing) 1 st charge for E Bonds 2 nd charge for B Bonds 3 rd charge for F Bonds 4 th charge for all Bonds Geran Lot 4244 & Geran Lot 4245, Mukim Damansara, District of Petaling, State of Selangor (Sheraton Subang) 1 st charge for A Bonds 2 nd charge for B Bonds 3 rd charge for F Bonds 4 th charge for all Bonds Geran Lot and Geran Lot 35284, Mukim and District of Kuala Lumpur, Wilayah Persekutuan (Casa Palma Land) Assignment of profits by JBSB for the benefit and in the following priority:- E Bonds; (ii) B Bonds; (iii) F Bonds; (iv) All Bonds Geran Lot No. 13 Sek. 15, Geran Lot No. 14 Sek. 15, Geran Lot No. 579 Sek. 15, Geran Lot No. 580 Sek. 15, Geran 6843 Lot No. 309 Sek. 15, Geran 6954 Lot No. 591 Sek. 15, Geran 6955 Lot No. 592 Sek. 15, Geran 6956 Lot No. 593 Sek. 15, Geran 6957 Lot No. 594 Sek. 15, Geran 6958 Lot No. 595 Sek. 15, Geran 7409 Lot No. 4 Sek. 15, Geran 7412 Lot No. 310 Sek. 15, all situated in Bandar Georgetown, Daerah Timur Laut, Penang (Sheraton Penang and Penang Plaza) 1 st charge for C Bonds 2 nd charge for B Bonds 3 rd charge for F Bonds 4 th charge for all Bonds DEBENTURE Faber Centre Sdn Bhd Merlin Inn Johor Bahru Sdn Bhd Debenture for B Bonds and F Bonds Debenture for B Bonds and F Bonds Hotel Merlin Kuantan Sdn Bhd Debenture for B Bonds and F Bonds 7

9 Faber Grandview Development (Sabah) Sdn Bhd Assignment of profits by JBSB for the benefit of B Bonds and F Bonds on a pari passu basis Faber Kompleks Sdn Bhd Debenture for B Bonds and F Bonds Subang Jaya Hotel Development Sdn Bhd Debenture in the following priority:- A Bonds; (ii) B Bonds and F Bonds Hotel Merlin Cameron Highlands Berhad Debenture for B Bonds and F Bonds Country View Development Sdn Bhd Assignment of profits by JBSB for the benefit of B Bonds and F Bonds on a pari passu basis Langkawi Island Resorts Sdn Bhd Debenture for B Bonds and F Bonds Faber Plaza Sdn Bhd Debenture for B Bonds and F Bonds Merlin Labuan Sdn Bhd Debenture for B Bonds and F Bonds CHARGE ON SHARES 900,000 issued and paid up ordinary shares of RM5.00 in Hotel Merlin Cameron Highlands Berhad; First Party Memorandum of Deposit by JBSB for B Bonds and F Bonds. (ii) 333,333 issued and paid up ordinary shares of RM10.00 in Hotel Merlin Kuantan Sdn Bhd (iii) 10,000,000 issued and paid up ordinary shares of RM1.00 in Merlin Inn Johor Bahru Sdn Bhd 8

10 (iv) 2 issued and paid up ordinary shares of RM1.00 in Merlin Labuan Sdn Bhd; (v) 36,311,609 issued and paid up ordinary shares of RM1.00 in Subang Jaya Hotel Development Sdn Bhd; (vi) 15,000,000 issued and paid up ordinary shares of RM1.00 in Faber Kompleks Sdn Bhd; (vii) 34,479,864 issued and paid up ordinary shares of RM1.00 in Langkawi Island Resort Sdn Bhd. 3,000,000 issued and paid up ordinary shares of RM1.00 in Faber Centre Sdn Bhd; (ii) 20,586,002 issued and paid up ordinary shares of RM1.00 in Faber Plaza Sdn Bhd. First Party Memorandum of Deposit by JBSB for B Bonds and F Bonds. 30,599,998 issued and paid up ordinary shares of RM1.00, which is equivalent to 57% shareholding in Faber Medi-Serve Sdn Bhd ( FMS ) Assignment by JBSB for the benefit of the B Bonds and the F Bonds, on a pari passu basis, of its rights title interest and benefits under the charge over the shares to be created in favour of JBSB to secure the RM million owing by FGB to JBSB ( Balance Sum ) and the Redeemable Secured Loan Stocks ( RSLS ) 2 issued and paid up ordinary shares of RM1.00 in FMS Assignment by JBSB for the benefit of the B Bonds and the F Bonds, on a pari passu basis, of its rights title interest and benefits under the charge over the shares to be created in favour of JBSB to secure the Balance Sum and the RSLS 9

11 Others The unsold units comprised in a building known as Faber Towers erected on Geran Lot 51566, Mukim Kuala Lumpur, Daerah Wilayah Persekutuan. Assignment of the unsold units comprised in a building known as Faber Towers erected on Geran Lot 51566, Mukim Kuala Lumpur, Daerah Wilayah Persekutuan in the following priority:- A Bonds; (ii) B Bonds and F Bonds; (iii) all Bonds. Lot LG.01, Basement of Faber Plaza measuring approximately 11,060 square feet erected on Geran Lot 51565, Mukim Kuala Lumpur, Daerah Wilayah Persekutuan. Assignment of Properties B for the benefit of B Bonds and all Bonds. Faber Union Sdn Bhd s rights over the Joint Venture Proceeds pursuant to an agreement dated 30 June 1999 made between Faber Union Sdn Bhd and K.K. Road Properties Sdn Bhd Assignment of Joint Venture Proceeds of up to RM3,207, by JBSB for the benefit of B Bonds to secure the Balance Sum Dividend from FMS Assignment of 63% of the dividends on the 21% shares now held by Intensive Quest Sdn Bhd s in FMS to secure the Balance Sum A Sale Proceeds Account Assignment of A Sale Proceeds Account for A Bonds to be created by JBSB B Sale Proceeds Account Assignment of B Sale Proceeds Account for B Bonds to be created by JBSB 10

12 C Sale Proceeds Account Assignment of C Sale Proceeds Account for C Bonds to be created by JBSB D Sale Proceeds Account Assignment of D Sale Proceeds Account for D Bonds to be created by JBSB E Sale Proceeds Account Assignment of E Sale Proceeds Account for E Bonds to be created by JBSB F Sale Proceeds Account Assignment of F Sale Proceeds Account for F Bonds to be created by JBSB (l) (m) (n) Details on utilisation of proceeds The JBSB Bonds are issued as settlement of FGB s liability pursuant to the proposed novation by FGB of its entire liability under FGB s RCSB Sinking fund (if any) A sinking fund operated by Universal Trustee (Malaysia) Berhad will be created for the purpose of capturing the settlement of the Balance Sum, dividends/repayment of debts by JBSB subsidiaries to JBSB and the net proceeds from the disposal of the assets owned by JBSB. If at any time the aggregate amounts standing to the sinking fund account exceeds RM5.0 million, JBSB shall utilise such monies to redeem the JBSB Bonds Rating Credit rating assigned [Please specify if this is an indicative rating]. The Bonds are non-tradeable and non-transferable Name of rating agency 11

13 (o) Form and denomination The Bonds shall be issued in denominations of RM1.00 and in accordance with the Code of Conduct and Market Practices for the Malaysian Corporate Bond Market issued by Institut Peniaga Bon Malaysia and approved by BNM and the Rules on the Scripless Securities under the Real Time Electronic Transfer of Funds and Securities System ( RENTAS ) issued by BNM, or their replacement thereof (collectively the Code of Conduct ) applicable from time to time. The Bonds shall also be reported on the Fully Automated System for Issuing/Tendering ( FAST ). The form for each tranche of the Bonds shall be represented by a global certificate to be deposited with BNM and is exchanged for definitive bearer form only in certain limited circumstances. No physical delivery of the Bonds will be permitted as long as the certificates remain with the Authorised Depository (p) (q) (r) Mode of issue Non-tender. The JBSB Bonds are issued to the Bondholders pursuant to Proposed Restructuring Scheme Selling restriction The JBSB Bonds are non-tradable and non-transferable. Listing status None as the JBSB Bonds will not be listed on any stock exchange. (s) Minimum level of subscription (RM or %) 100% (t) (u) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained [please specify] No other regulatory approvals are required for the issuance of the JBSB Bonds. Additional information for PDS: Islamic principle (ii) (iii) Identified assets Purchase and selling price/rental (where applicable) (v) Conditions precedent Approval for the Proposed Restructuring Scheme from the following: (a) Bondholders of the RCSB (obtained on 15 December 2003); (b) Relevant authorities which includes the SC and FIC (under the purview of the SC) for the Proposed Restructuring Scheme; 12

14 (c) Bursa Malaysia Securities Berhad ( Bursa Securities ) for the issuance and listing of FGB s shares to be issued pursuant to the conversion of the RCPS; (d) Shareholders of FGB; and (e) Consent from SOMC (this condition may be waived with a majority of 60% votes from the Bondholders). (w) Representations and warranties The Company represents and warrants as follows: Save as disclosed to the Trustee or in the due diligence report prepared for the purpose of the submission to the Securities Commission:- (a) (b) (c) Status: each of the Issuer and the security party (which is a body corporate) is duly incorporated with limited liability as a separate legal entity and validly existing under the laws of Malaysia; Powers: the memoranda and articles of association of the Issuer and each security party (which is a body corporate) include provisions which give power, and all necessary corporate authority has been obtained and action taken, for the Issuer and each of the security party to own their assets, carry on their business as they are now being carried on, sign and deliver, and exercise their rights and perform their obligations under the relevant financing documents to which any of them is a party and, in the case of the Issuer, to issue the Bonds; and each of the financing documents to which any of them is a party constitutes valid and binding obligations of the Issuer and each of the security party enforceable in accordance with their respective terms; No Contravention: the signing and delivery by the Issuer and the security party of the financing documents to which any of them is a party, the exercise of any of their respective rights or the performance of any of their respective obligations under the financing documents to which any of them is a party and the issue of the Bonds do not contravene or constitute a default under, or cause to be exceeded any limitation on the Issuer or the security party or the powers of their directors imposed by or contained in:- (ii) any law by which any of them or any of their assets is bound or affected; their memoranda and articles of association; or (iii) any agreement or any instrument to which any of them is a party or by which any of their assets is bound or affected; 13

15 (d) (e) (f) (g) (h) No Authorisations: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no payment of any duty or tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is necessary or desirable to ensure the validity, enforceability or priority of the liabilities and obligations of the Issuer or each security party under the financing documents to which any of them is a party or the rights of the Trustee or the holders of the Bonds under the financing documents other than (1) registration of Forms 34 in relation to the charges created under the relevant financing documents with the Companies Commission of Malaysia; and (2) registration of the power of attorney clause contained in the relevant financing documents; No Default: 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 to which the Issuer or any security party is a party or by which the Issuer or any security party or any of their assets is bound or affected, the effect of which would expose it to a claim; Litigation: no litigation, arbitration or administrative proceeding or claim is presently in progress or pending or threatened against the Issuer or any security party or any of their respective assets which might have a material adverse effect; Accounts: the audited financial statements (including the income statement and balance sheet) of the Issuer for each of its financial years shall 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, to the extent required by the foregoing requirements, accurately disclose or reserve against all the material liabilities (actual or contingent) of the Issuer as at that date; Tax Liabilities: all necessary returns have been delivered by or on behalf of the Issuer to the relevant taxation authorities and the Issuer is not in default in the payment of any taxes, and no claim is being asserted with respect to any taxes which is not disclosed in the financial statements referred to in sub-clause (g) in each case which might have a material adverse effect; 14

16 (j) (k) (l) (m) (n) (o) No Security Interests: save and except for the security interest disclosed in writing to the Trustee or otherwise permitted under the provisions of the relevant financing documents, none of the assets of the Issuer nor the security party is affected by any security interest (other than any permitted under the financing documents), and neither the Issuer nor the security party is a party to, nor is it or any of its assets bound or affected by, any order, agreement or instrument under which the Issuer and/or the security party is (or in certain events may be) required to create or permit to arise any security interest; Title: each of the Issuer and the security party is the beneficial owner or has title to all its assets; Information: the information furnished by the Issuer under the financing documents and in connection with the Bonds does 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 Issuer; Disclosure: the Issuer has fully disclosed in writing to the Trustee all facts relating to the Issuer and the security party which the Issuer knows or should reasonably know and which are material for disclosure to the Central Depository, the Paying Agent and the holders of the Bonds (or any of them) in the context of the financing documents; No Event of Default: no event of default has occurred and/or is continuing; Judgments: the Issuer and the security party have not breached or violated any laws, court orders, judgments or other regulatory directives having the force of law; No Winding Up: no winding up proceeding has been commenced or taken against the Issuer and/or any security party; and such other representations and warranties customary to the transaction of this nature. (x) Events of default Each of the following shall be an Event of Default:- (a) Non-payment: the Issuer fails to pay any amount due under the Bonds and/or the financing documents on the due date (whether formally demanded or not) or on demand, if so payable; 15

17 (b) (c) (d) (e) (f) (g) (h) Breach of obligations: the Issuer or any security party fails to observe or perform any of its material obligations under the financing documents or under any undertaking or arrangement entered into in connection therewith (other than a payment obligation under the financing documents), and where such failure is capable of remedy, such failure continues for a period of fourteen (14) days from the date of receipt by the Issuer or any security party of a notice in writing from the Trustee requiring the Issuer or the security party, as the case may be, to remedy such default, or the date the Issuer or the security party, as the case may be, is aware of the same, whichever the earlier; Misrepresentation: any representation, warranty or statement which is made (or acknowledged to have been made) by the Issuer or any security party in the financing documents or which is contained in any certificate, statement or notice provided under or in connection herewith or therewith proves to be incorrect when made or, if repeated when repeated, with reference to the facts and circumstances then existing; Consents and Authorisations: any license, consent or authorisation is modified or is not granted or is revoked, suspended, terminated or expires and is not renewed or otherwise ceases to be in full force and effect and such modification, revocation, suspension, termination, expiration or non renewal would materially and adversely affect the Issuer s ability to perform its obligations under the financing documents; Invalidity: any provision of the financing documents is or becomes for any reason invalid, illegal or unenforceable under the laws of Malaysia; Disposal of Assets: the Issuer or any security party transfers or disposes of, or threatens to transfer or dispose of a substantial part of its business or assets or permits the transfer or disposal of a substantial part of its business or assets without the prior written consent of the Trustee; Change of Business: the Issuer or any security party ceases to carry on its business (save for those notified to the Trustee prior to the date hereof) or any material part thereof or any relevant governmental authority expropriates or threatens to expropriate all or part of its assets; Cross-default: the Issuer stops or threatens to stop payment in respect of its obligations generally or if any other debenture of or monies borrowed by the Issuer becomes repayable by reason of default or any amount owing thereunder or in respect thereof is not repaid on its due date (or within any applicable grace period) or if any guarantee or indemnity given by the Issuer is not honoured when due and called upon or if any security for any such debenture, monies borrowed, guarantee or indemnity becomes enforceable; 16

18 (j) Appointment of Receiver, Legal Process: an encumbrancer takes possession of, or a trustee, receiver or similar officer is appointed in respect of, the whole or substantial part of the business or assets of the Issuer or distress, legal process, sequestration or any form of execution is levied or enforced upon or instituted against any of the assets of the Issuer or the security party; Composition, Winding Up or Bankruptcy: (ii) (iii) the Issuer or any of the security party 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 meeting is convened for the purpose of considering a resolution or other steps are taken for making an administration order against, or for the winding up of the Issuer (other than for the purposes of and followed by a reconstruction previously approved by the Trustee, unless during or following such reconstruction the Issuer becomes or is declared to be insolvent); or a winding up petition is duly served on the Issuer or any of the security party; or any step is taken by the Issuer or any of the security party for the winding up, dissolution or liquidation or bankruptcy (voluntary or otherwise) of the Issuer or any of the security party; (k) (l) (m) (n) Legal Proceedings: any legal proceeding, suit or action is instituted against the Issuer or any security party which will adversely affect the Issuer s or the security party s ability to comply with its obligations; Judgment Passed: the Issuer or the security party shall fail to satisfy any judgment passed against the Issuer or the security party by any Court of competent jurisdiction and no appeal against such judgment has been made to any appropriate appellant Court within the time prescribed by law resulting in the Issuer s or the security party s inability to fulfill its obligations; Moratorium Compromise or Arrangement: the Issuer refuses and/or stops payment on all or a substantial part of its debts or takes any proceeding or other steps with a view of readjusting, rescheduling or deferring a substantial part of its indebtedness or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a substantial part of its indebtedness or enters into or proposes to enter into or contemplates to make an application under Section 176 of the Companies Act Illegality: at any time it is unlawful for the Issuer or any of the security party to perform any of its obligations under the financing documents; 17

19 (o) (p) (q) (r) Jeopardy: any security created in any of the financing documents is in jeopardy; Licence: any authorisations, licence, approval, permit or consent which is required for the Issuer to carry on its business is withheld withdrawn, revoked, modified or terminated or has expired and not renewed; Nationalisation: all or a material part of the undertakings, assets, rights or revenues of shares or other ownership interest in the Issuer or the security party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any governmental body; Event or Events: any event or events has or have occurred or a situation exists which could or might, in the opinion of the Trustee:- materially and adversely affects the Issuer s ability to perform any of its obligations under the financing documents in accordance with the terms hereof or thereof; and such other events of default customary to the transaction of this nature and necessary for compliance with the Guidelines on the Minimum Contents Requirements for Trust Deed. (y) (z) Principal terms and conditions for warrants (where applicable) Other principal terms and conditions for the issue (a) Ranking: the liabilities of the Issuer under the financing documents 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: (ii) liabilities which give rise to liens or rights of set off in the normal course of business and the aggregate amount of which is not material; and liabilities which are preferred solely by the laws of Malaysia and not by reason of any security interest; and the Issuer will not create or permit to exist over all or any part of its business or assets any security interest (other than those permitted under the financing documents); 18

20 (b) (c) (d) (e) (f) Business Conduct: it will carry out and operate its business and affairs diligently and efficiently in accordance with sound financial and commercial standards and practices and in accordance with its memorandum and articles of association and shall keep or cause to be kept all its assets in good working condition (fair wear and tear excepted) and shall not suspend any of its operations or cease to carry on its business; All Further Acts: so far as required by law at all times it will execute all such further documents and do all such further acts and things as may be necessary at any time or times to give effect to the terms and conditions to these presents; Subordination: it will cause all advances and/or loans made by its shareholders, directors and/or any of its related companies to be subordinated to its liabilities to and under the Bonds to the holders and no repayment and/or prepayment of such advances or loans shall be made if there is any monies outstanding under Bonds; Preparation of Accounts: it will prepare the financial statements on a basis consistently applied 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 Issuer 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 Issuer; Information: it will deliver to the Trustee: (ii) (iii) (iv) as soon as they become available (and in any event within one hundred and eighty (180) days after the end of each of its financial years) copies of its financial statements for that year which shall contain an income statement and a balance sheet and be audited and certified by a firm of independent accountants; within ninety (90) days after the end of each half year of its financial year, the management accounts of the Issuer comprising the balance sheet and profit and loss account; promptly, all notices or other documents, despatched by the Issuer to its shareholders (or any class thereof) or its creditors generally; 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 may from time to time request; 19

21 (v) (vi) (vii) promptly, give to the Trustee such information as the Trustee may require for the purpose of discharging the duties powers trusts authorities and discretions vested in it hereunder or by operation of law and relating to the Issuer s affairs to the extent permitted by law; within thirty (30) days after the end of each year a certificate by two (2) directors of the Issuer confirming that the Issuer has observed, performed and complied with all the provisions binding upon it by or pursuant to the financing documents to which the Issuer is a party and that no event of default has, since the issue date, occurred and is subsisting; and within sixty (60) days after the end of each quarter a quarterly report on the assets of the Issuer and its disposal thereof (if any); (g) (h) (j) (k) 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 Issuer and the security party, or the rights of the Trustee and the holders of the Bonds (or any of them), under the financing documents to which it is a party; and that it shall comply with the terms of the same in all material respects; Event of Default: if it becomes aware of the occurrence of an event of default or any facts, information situation, or circumstance affecting its financial condition or business which may materially and adversely affect its obligations herein and/or under the financing documents, it will promptly notify the Trustee and in any event not later than fourteen (14) days after it has knowledge of or has been notified of the said event, condition or circumstance, and provide the Trustee with full details of any steps which it is taking, or is considering taking, in order to remedy or mitigate the effect of that event of default or otherwise in connection with it; 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; Insurances: it will maintain or cause to be maintained such insurances (if any) in respect of its assets and its business against all risks which a prudent company carrying on business similar to that of the Issuer would normally insure; Punctual Payment: it will punctually pay all monies due and payable herein; 20

22 (l) (m) (n) (o) (p) Auditors: it will appoint from time to time auditors of international standing acceptable to the Trustee and authorise such auditors to communicate directly with the Trustee at any time in respect of any matter connected with the accounts and operations of the Issuer; it will further notify the Trustee of any change in its auditors; Board of directors: it will forthwith notify the Trustee if there is any change in its board of directors; Adverse Changes: it will promptly notify the Trustee of any material event of adverse change in the condition (financial or otherwise) of the Issuer or the security party and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer or the security party before any court tribunal or administrative agency which may have a material adverse effect, all such notification to be given to the Trustee not later than fourteen (14) days after the Issuer or the security party 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; 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 and promptly inform the Trustee of any dispute with the tax authorities or of the introduction, imposition or variation of or any change in the interpretation of any law relating to tax affecting the Issuer which the Issuer is aware of or ought to be aware of; Securities Commission Act and the Securities Commission: in addition to and without prejudice to the other provisions of the financing documents, limited so far as required by the Securities Commission Act and/or so far as directed by the Securities Commission, it will comply with the provisions of the Securities Commission Act and/or any notices, circulars, conditions or guidelines issued by the Securities Commission from time to time affecting the Bonds; and such other undertakings customary to the transaction of this nature and necessary for compliance with the Guidelines on the Minimum Contents Requirements for Trust Deed. 21

23 Principal Terms and Conditions of the Proposed Issuance of RSLS 3.01 BACKGROUND INFORMATION (a) Issuer (ii) (iii) (iv) (v) Name Faber Group Berhad ( FGB or the Company ) Address 20th Floor, Menara 2, Faber Towers Jalan Desa Bahagia, Taman Desa Off Jalan Klang Lama Kuala Lumpur Business registration no M Date/place of incorporation 31 May 1963, Malaysia Date of listing (in case of a public-listed company) Main Board of the KLSE on 2 January 1964 (vi) Status : resident/non-resident controlled company Resident controlled company : Bumiputera/non-Bumiputera controlled company Bumiputera controlled company (vii) (viii) Principal activities The principal activities of FGB are that of investment holding and provision of management services to its subsidiary companies. Board of directors <---Direct---> <---Indirect---> No. of No. of Name NRIC No. Address Designation ordinary % ordinary % shares shares Dato Anwar bin Aji (Non- Independent Non Executive) , Persiaran Desa Ampang 4, Taman Sri Ampang, Ampang Selangor Darul Ehsan Chairman Datuk Zainal Abidin bin Alias (Senior Independent Non-Executive) A, Jalan Datuk Sulaiman, Taman Tun Dr Ismail, Kuala Lumpur Director

24 <---Direct---> <---Indirect---> No. of No. of Name NRIC No. Address Designation ordinary % ordinary % shares shares Dato Mohamed No. 7 Jalan Director Zain bin 5001 Damansara Permai, Mohamed Yusuf Damansara Heights, (Independent Kuala Non-Executive) Lumpur Dato Ikmal Hijaz bin Hashim (Non- Independent Non-Executive) Dato (Dr) Mohamed Ishak bin Haji Mohamed Ariff (Independent Non-Executive) Ms. Elakumari a/p Kantilal (Non- Independent Non-Executive) Encik Azmanuddin Haq bin Ahmad (Non- Independent Non-Executive) Encik Puasa bin Osman (Independent Non-Executive) Jalan SS 18/B, Subang Jaya 19, Jalan Bunga Melati 2/2, Shah Alam Selangor Darul Ehsan 2593/21, Jalan Negeri Sembilan, Bukit Persekutuan, Kuala Lumpur No. 13 Jalan 14/ Petaling Jaya 67, Jalan Jasa 4, Taman Jasa, Batu Caves Selangor Darul Ehsan Director Director 1,500 * - - Director Director Director Puan Noorizah binti Hj Abd Hamid , Jalan Ara, SD7/4 Bandar Sri Damansara Kuala Lumpur Managing Director * Negligible 23

25 (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders The equity structure of FGB according to the Record of Depositors as at 31 December 2003 is as follows: Category of Shareholders Malaysian No. of Shares Held % of Issued and Paid-up Share Capital - Bumiputera 124,572, Non-Bumiputera 56,757, Total Malaysian 181,330, Foreign 26,669, Total 207,999, The substantial shareholders of FGB according to the Register of Substantial Shareholders as at 31 December 2003 are as follows: Shareholder United Engineers (Malaysia) Berhad < Direct > < Indirect > No. of No. of ordinary % ordinary % shares shares 97,242, Syarikat Danasaham Sdn ,242, Bhd (a) Khazanah Nasional ,242, Berhad (b) Notes: (a) Deemed interested by virtue of its substantial interest in United Engineers (Malaysia) Berhad (b) Deemed interested by virtue of its substantial interest in United Engineers (Malaysia) Berhad 24

26 (x) Authorised and paid-up capital The authorised, issued and paid-up share capital of FGB as at 31 December 2003 is as follows: No. of Ordinary Shares Par Value (RM) Total (RM) Authorised 3,000,000, ,000,000,000 Issued and fullypaid 207,999, ,999,355 (b) Originator (in the case of asset-backed securities) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Name Address Business registration no. Date/place of incorporation Date of listing (in case of a public-listed company) Status : resident/non-resident controlled company : Bumiputera/non-Bumiputera controlled company Principal activities Board of directors Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Authorised and paid-up capital 25

27 3.02 PRINCIPAL TERMS AND CONDITIONS (a) Name of parties involved in the proposed transactions (where applicable) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) Principal adviser(s)/ lead arranger(s) Aseambankers Malaysia Berhad Arranger(s) None Valuers Jones Lang Wootton Solicitors Albar & Partners Financial adviser Technical adviser Nikkei Pacific Malaysia Sdn Bhd Guarantor Trustee Universal Trustee (Malaysia) Berhad Facility agent Aseambankers Malaysia Berhad Primary subscriber(s) and amount subscribed (where applicable) as the RSLS will be fully taken up by JBSB Underwriter(s) and amount underwritten Syariah adviser (where applicable) Central depository Bank Negara Malaysia Paying agent Bank Negara Malaysia Reporting accountant Ernst & Young 26

28 (xvi) Others (please specify) The subscriber to the RSLS will be Jeram Bintang Sdn Bhd ( JBSB ) (b) (c) (d) (e) (f) (g) (h) Principal (conventional/islamic) Conventional Facility description Nominal value redeemable secured loan stocks Issue size (RM) Up to million RSLS inclusive of the coupon payment of RM million RSLS Issue price (RM) 100% of the nominal value of the RSLS Tenor of the facility/issue Eight (8) Years from and including the date of issue of the RSLS Interest / coupon /profit or equivalent rate (%) (please specify) The RSLS shall bear coupon at the rate of 4% per annum compounded annually Interest/coupon/profit payment frequency The coupon payment will be made annually. Interest/coupon/profit payment basis The Coupon Payment will be based on an actual/actual days basis. The Coupon Payment shall be in form of RSLS payable annually in arrears at each anniversary date: - At end Year Amount (RM 000) 1 5, , , , , , , ,135 49,964 (j) Yield to maturity (%) The yield to maturity is on a compounding basis of 4%. The RSLS shall be redeemed for cash on the maturity date, or in part or in whole on such earlier date(s) at the option of FGB 27

29 (k) Security/collateral (if any) Assets Security 30,599,998 issued and paid up ordinary shares of RM1.00, which is equivalent to 57% shareholding in Faber Medi-Serve Sdn Bhd Charge over the shares to be created in favour of JBSB which charge is also to secure the RM million owing by FGB to JBSB ( Balance Sum ) 2 issued and paid up ordinary shares of RM1.00 in Faber Medi-Serve Sdn Bhd Charge over the shares to be created in favour of JBSB which charge is also to secure the Balance Sum (l) (m) (n) Details on utilisation of proceeds No proceeds are raised from the issuance of the RSLS. The RSLS are issued as part settlement of the amount owing by FGB to JBSB pursuant to the Proposed Novation of Liability and Issuance of JBSB Bonds. Sinking fund (if any) Rating Credit rating assigned [Please specify if this is an indicative rating]. The RSLS are non-tradeable and non-transferable Name of rating agency (o) (p) (q) (r) Form and denomination The RSLS will be issued in registered form and in multiples of RM1.00 and will be represented by a global certificate Mode of issue Non-tender. The RSLS are issued to JBSB pursuant to the Proposed Restructuring Scheme and will be reported and/or tendered on the Fully Automated System for Issuing/Tendering ( FAST ) and made under the Real Time Electronic Transfer of Funds and Securities ( RENTAS ) system operated and managed by Bank Negara Malaysia Selling restriction The RSLS are non-tradable and non-transferable Listing status. No application will be made to KLSE for the listing and quotation of the RSLS. (s) Minimum level of subscription (RM or %) JBSB will subscribe for 100% of the RSLS. 28

30 (t) (u) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained [please specify] No other regulatory approvals are required for the issuance of the RSLS. Additional information for PDS: Islamic principle (ii) (iii) Identified assets Purchase and selling price/rental (where applicable) (v) Conditions precedent Approval for the Proposed Restructuring Scheme from the following: (a) Bondholders of the RCSB (obtained on 15 December 2003); (b) Relevant authorities which includes the SC and FIC (under the purview of the SC) for the Proposed Restructuring Scheme; (c) Bursa Securities for the issuance and listing of FGB s shares to be issued pursuant to the conversion of the RCPS; (d) Shareholders of FGB; and (e) Consent from SOMC (this condition may be waived with a majority of 60% votes from the Bondholders). (w) Representations and warranties The Company represents and warrants as follows: Save as disclosed to the Trustee or in the due diligence report prepared for the purpose of the submission to the Securities Commission:- (a) (b) Status: each of the Issuer and the security party (which is a body corporate) is duly incorporated with limited liability as a separate legal entity and validly existing under the laws of Malaysia; Powers: the memoranda and articles of association of the Issuer and each security party (which is a body corporate) include provisions which give power, and all necessary corporate authority has been obtained and action taken, for the Issuer and each of the security party to own their assets, carry on their business as they are now being carried on, sign and deliver, and exercise their rights and perform their obligations under the relevant financing documents to which any of them is a party and, in the case of the Issuer, to issue the RSLS; and each of the financing documents to which any of them is a party constitutes valid and binding obligations of the Issuer and each of the security party enforceable in accordance with their respective terms; 29

31 (c) No Contravention: the signing and delivery by the Issuer and the security party of the financing documents to which any of them is a party, the exercise of any of their respective rights or the performance of any of their respective obligations under the financing documents to which any of them is a party and the issue of the RSLS do not contravene or constitute a default under, or cause to be exceeded any limitation on the Issuer or the security party or the powers of their directors imposed by or contained in:- (ii) (iii) any law by which any of them or any of their assets is bound or affected; their memoranda and articles of association; or any agreement or any instrument to which any of them is a party or by which any of their assets is bound or affected; (d) (e) (f) (g) No Authorisations: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no payment of any duty or tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is necessary or desirable to ensure the validity, enforceability or priority of the liabilities and obligations of the Issuer or each security party under the financing documents to which any of them is a party or the rights of the Trustee or the holders of the RSLS under the financing documents other than (1) registration of Forms 34 in relation to the charges created under the relevant financing documents with the Companies Commission of Malaysia; and (2) registration of the power of attorney clause contained in the relevant financing documents; No Default: 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 to which the Issuer or any security party is a party or by which the Issuer or any security party or any of their assets is bound or affected, the effect of which would expose it to a claim; Litigation: no litigation, arbitration or administrative proceeding or claim is presently in progress or pending or threatened against the Issuer or any security party or any of their respective assets which might have a material adverse effect; Accounts: the audited financial statements (including the income statement and balance sheet) of the Issuer for each of its financial years shall 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, to the extent required by the foregoing requirements, accurately disclose or reserve against all the material liabilities (actual or contingent) of the Issuer as at that date; 30

32 (h) (j) (k) (l) (m) (n) (o) Tax Liabilities: all necessary returns have been delivered by or on behalf of the Issuer to the relevant taxation authorities and the Issuer is not in default in the payment of any taxes, and no claim is being asserted with respect to any taxes which is not disclosed in the financial statements referred to in sub-clause (g) in each case which might have a material adverse effect; No Security Interests: save and except for the security interest disclosed in writing to the Trustee or otherwise permitted under the provisions of the relevant financing documents, none of the assets of the Issuer nor the security party is affected by any security interest (other than any permitted under the financing documents), and neither the Issuer nor the security party is a party to, nor is it or any of its assets bound or affected by, any order, agreement or instrument under which the Issuer and/or the security party is (or in certain events may be) required to create or permit to arise any security interest; Title: each of the Issuer and the security party is the beneficial owner or has title to all its assets; Information: the information furnished by the Issuer under the financing documents and in connection with the RSLS does 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 Issuer; Disclosure: the Issuer has fully disclosed in writing to the Trustee all facts relating to the Issuer and the security party which the Issuer knows or should reasonably know and which are material for disclosure to the Central Depository, the Paying Agent and the holders of the RSLS (or any of them) in the context of the financing documents; No Event of Default: no event of default has occurred and/or is continuing; Judgments: the Issuer and the security party have not breached or violated any laws, court orders, judgments or other regulatory directives having the force of law; No Winding Up: no winding up proceeding has been commenced or taken against the Issuer and/or any security party; and such other representations and warranties customary to the transaction of this nature. 31