Eco World Development Group Berhad 450,250,

Transcription

1 (A) CORPORATE INFORMATION OF ISSUER (1) Name : Eco Botanic Sdn Bhd ("EBSB" or the "Issuer") (2) Address : Registered Office: No. 60, Setia Avenue, No. 2, Jalan Setia Prima S U13/S, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan. Business Office: The Tomorrow Centre, No 9, 11, 15 & 17, Jalan Ekoperniagaan 1/6, Taman Ekoperniagaan, Johor Bahru, Johor Darul Takzim. (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 21-Oct-2013 : Malaysia : M (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital (10) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders (11) Board of directors : Not Listed : Property development : Issued and paid-up capital as at 31 January 2018: RM450,250,000 comprising 250,000 ordinary shares and 450,000,000 redeemable convertible preference shares. : The name of shareholder and structure of shareholding of the Issuer as at 31 January 2018: Name of Shareholders No. of shares held% of shareholding Eco World Development Group Berhad 450,250, : 1. Dato Chang Khim Wah 2. Datuk Hoe Mee Ling (B) CORPORATE INFORMATION OF CORPORATE GUARANTOR (1) Name : Eco World Development Group Berhad ( EWDGB or the Corporate Guarantor ) (2) Address : Registered Office: Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan Business Office: No. 60, Setia Avenue, No. 2, Jalan Setia Prima S U13/S, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 08-Mar-1974 : Malaysia : V Page 1 of 27

2 (6) Residence status : Resident Controlled Company (7) Place and date of listing : No. Place of listing Date of listing 1 Bursa Malaysia 16 Sep 1991 (8) Principal activities (9) Authorised, issued and paidup share capital (10) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : Investment Holding : Issued and paid-up capital as at 31 January 2018: RM3,822,767, comprising 2,944,368,381 ordinary shares. : The substantial shareholders and respective shareholding as at 31 January 2018 are as follows: Direct Indirect Name of Shareholders No. of shares % No. of shares % Sinarmas Harta Sdn Bhd 969,919, Eco World Development Holdings Sdn Bhd 432,865, Liew Tian Xiong 502,768, Tan Sri Abdul Rashid bin Abdul Manaf (1) ,865, Dato' Leong Kok Wah (2) - - 1,402,784, Syabas Tropikal Sdn Bhd (3) ,919, Notes: (1) Deemed interest by virtue of his interest in Eco World Development Holdings Sdn Bhd under Section 8 of the Companies Act (2) Deemed interest by virtue of his interest in Eco World Development Holdings Sdn Bhd and Syabas Tropikal Sdn Bhd under Section 8 of the Companies Act (3) Deemed interest by virtue of its interest in Sinarmas Harta Sdn Bhd under Section 8 of the Companies Act (11) Board of directors : 1. Tan Sri Abdul Rashid bin Abdul Manaf 2. Tan Sri Dato' Sri Liew Kee Sin 3. Dato' Leong Kok Wah 4. Dato' Chang Khim Wah 5. Dato' Voon Tin Yow 6. Datuk Heah Kok Boon 7. Liew Tian Xiong 8. Tan Sri Lee Lam Thye 9. Tang Kin Kheong 10. Dato' Idrose bin Mohamed 11. Dato' Haji Obet bin Tawil 12. Dato' Noor Farida binti Mohd Ariffin (C) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties 1 Issuer Eco Botanic Sdn Bhd 2 Corporate Guarantor Eco World Development Group Berhad 3 Principal Adviser MIDF Amanah Investment Bank Berhad 4 Lead Arranger MIDF Amanah Investment Bank Berhad 5 Solicitors Messrs. Adnan Sundra & Low Page 2 of 27

3 6 Trustee Malaysian Trustees Berhad 7 Agents MIDF Amanah Investment Bank Berhad 8 Other Danajamin Nasional Berhad ("Danajamin")-Financial Guarantor (2) At point of distribution : No. Roles Name of parties 1 Issuer Eco Botanic Sdn Bhd 2 Corporate Guarantor Eco World Development Group Berhad 3 Lead Manager MIDF Amanah Investment Bank Berhad 4 Facility Agent MIDF Amanah Investment Bank Berhad 5 Central Depository Bank Negara Malaysia 6 Paying Agent Bank Negara Malaysia (3) After distribution : No. Roles Name of parties 1 Issuer Eco Botanic Sdn Bhd 2 Corporate Guarantor Eco World Development Group Berhad 3 Principal Adviser MIDF Amanah Investment Bank Berhad 4 Facility Agent MIDF Amanah Investment Bank Berhad 5 Central Depository Bank Negara Malaysia 6 Paying Agent Bank Negara Malaysia 7 Trustee Malaysian Trustees Berhad 8 Agents MIDF Amanah Investment Bank Berhad (D) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : Unrated medium term notes ( MTNs ) pursuant to MTN programme of up to Ringgit Malaysia Two Hundred Fifty (2) One-time issue or programme : Programme (3) Shariah principles sukuk) (4) Facility description (for : Not applicable : Issuance of MTNs of up to Ringgit Malaysia Two Hundred Fifty Million (RM250,000,000.00) in nominal value under the MTN Programme, comprising: (i) Unrated MTNs of up to Ringgit Malaysia One Hundred Million (RM100,000,000.00) with a tenure of up to five (5) years ( Non-Guaranteed MTNs ); and (ii) Unrated MTNs of up to Ringgit Malaysia One Hundred Fifty Million (RM150,000,000.00) with a Page 3 of 27

4 (5) Currency : Ringgit tenure of up to seven (7) years to be guaranteed by Danajamin ( Danajamin Guaranteed MTNs ). The initial issuance under the MTN Programme shall be in two (2) tranches: (i) Tranche 1 of Ringgit Malaysia One Hundred Fifty Million (RM150,000,000.00), comprises Non- Guaranteed MTNs of Ringgit Malaysia Fifty Million (RM50,000,000.00) and Danajamin Guaranteed MTNs of Ringgit Malaysia One Hundred Million (RM100,000,000.00) ( Tranche 1 ); and (ii) Tranche 2 of Ringgit Malaysia One Hundred Million (RM100,000,000.00), comprises Non- Guaranteed MTNs of Ringgit Malaysia Fifty Million (RM50,000,000.00) and Danajamin Guaranteed MTNs of Ringgit Malaysia Fifty Million (RM50,000,000.00) ( Tranche 2 ). (6) Expected facility/ programme size (7) Option to upsize (for programme) (8) Tenure of facility/ programme (9) Availability period for debt/ sukuk programme : MYR250,000, : No : 7 year(s) : The period in which the Issuer may issue the MTNs under the MTN Programme are as follows: (i) Initial issuances: The initial issuances of the MTNs under the MTN Programme shall occur within the period from the date all the conditions precedent of the MTN Programme have been fulfilled or waived (as the case may be) to a date falling thirty six (36) months from the date of the first issuance under the MTN Programme ( First Issuance Date ), provided that the first issuance of the MTNs under the MTN Programme shall be made within sixty (60) business days from the date of Lodgement. (ii) Subsequent issuances: All matured Danajamin Guaranteed MTNs may be rolled over subject to Danajamin s consent via a subsequent issuance of the Danajamin Guaranteed MTNs under the MTN Programme. (10) Clearing and settlement platform : PayNet (11) Mode of issue : Book building Bought deal Private placement (12) Selling restrictions (13) Tradability and transferability : Part 1 of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part 1 of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Section 2(6) of the Companies Act 2016 Other-Selling Restrictions at Issuance: The MTNs may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act, 2016 (as amended from time to time); and Part 1 of Schedule 6 or Section 229(1)(b) and Part 1 of Schedule 7 or Section 230(1)(b) read together with Schedule 9 or Section 257(3) of the CMSA. Selling Restrictions after Issuance: The MTNs may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act, 2016 (as amended from time to time); and Part 1 of Schedule 6 or Section 229(1)(b) read together with Schedule 9 or Section 257(3) of the CMSA. : Tradable & transferable (14) Other regulatory : Not applicable. Page 4 of 27

5 approvals required in relation to the issue, offer or invitation to subscribe or purchase PDS/sukuk, and whether or not obtained (15) Details of security/ collateral pledged : Danajamin Guaranteed MTNs Unsecured. Non-Guaranteed MTNs The Non-Guaranteed MTNs shall be secured by the following security: (i) First legal charge by Eco Botanic Development Sdn Bhd (Co. No D) ( EBDSB or the Provider ) under the National Land Code 1965 ( NLC ) over the lands to be mutually agreed between the Lead Arranger and the Issuer (the Project Land ), and which shall include an express undertaking by the Provider to execute further first legal charge under the NLC over the strata units (residential or otherwise) of the Remaining Units (as defined herein) ( Project Land Charge ). Note: For information, NLC charge can only be created for unsold units that have individual title and/or strata title and vacant land for future development as a Condition Precedent. Creation of NLC charge over the remaining unsold units within the Project Land currently under development ("Remaining Units") has to be a Condition Subsequent (as defined herein), in view that those Remaining Units are on the Project Land which are in the midst of being subdivided; (ii) Corporate Guarantee (as defined herein) from the Corporate Guarantor; (iii) A debenture incorporating a first ranking fixed and floating charge over the Issuer s present and future assets (save for the retention sum of those units sold prior to the issuance of the MTN Programme which are held by stakeholders and earmarked to meet payment obligations in respect of a revolving credit facility of up to RM35.0 million); (iv) Assignment by the Issuer of all its benefits, rights, title and interests over surplus monies standing to the credit in the Issuer s Housing Development Account(s) ( Issuer HDA ) relating to the residential component of the Eco Botanic Project (as defined herein under the item entitled Other terms and conditions-(c) Details on the Utilisation of Proceeds ) to the extent allowable and in accordance with the Housing Development (Control And Licensing ) Act 1966 ( HDA Act ) and the regulations made under the HDA Act ( Issuer HDA Surplus ); (v) Assignment by the Provider of all its benefits, rights, title and interests over surplus monies standing to the credit in the Provider s Housing Development Account(s) ( Provider HDA ) relating to the residential component of the Eco Botanic to the extent allowable and in accordance with the HDA Act and the regulations made under the HDA Act ( Provider HDA Surplus ); The Issuer HDA and the Provider HDA shall collectively be known as the HDA. The Issuer HDA Surplus and the Provider HDA Surplus shall collectively be known as the HDA Surplus. (vi) Assignment and charge of all present and future rights, title, interests and benefits in and over the Designated Accounts (as defined herein), including the permitted investments from the same accounts; Page 5 of 27

6 (vii) An irrevocable letter of undertaking in the form and substance acceptable to the Lead Arranger from the Issuer and the Provider to remit and/or cause to be remitted: (a) the redemption amount for Eco Botanic Project from the HDA into the RRA (as defined in the section entitled Designated Accounts ) (in accordance with the requirement as set out in the section entitled Designated Accounts ); and (b) the sales proceeds from sales of the commercial development of Eco Botanic Project ( Commercial Development of Eco Botanic Project ), except for the first 10% of such sales which the Issuer and/or the Provider (as the case may be) is entitles to retain, into the RCA (as defined in the section entitled Designated Accounts ) (in accordance with the requirement as set out in the section entitled Designated Accounts ); (viii) Irrevocable and unconditional letter of undertaking from the Issuer ( Issuer Undertaking ) to undertake the following: (a) to ensure the timely completion and to cover cost overrun of and arising from the Eco Botanic Project; and (b) to cover all cost in relation to the MTN Programme and the guarantee facility provided by Danajamin pursuant to the Danajamin Guaranteed MTNs (the FGI Facility ) which shall include amongst others, relevant costs associated with the transfer and charge documents and penalties payable by the Issuer (if any); (ix) Assignment over all benefits, rights, title and interests in relation to the development rights agreement dated 25 April 2014 and any supplemental thereto entered into between the EBDSB, the Issuer and the Corporate Guarantor ( DRA ); (x) Negative pledge on the Issuer; (xi) Irrevocable power of attorney from the Provider giving the Agent (acting on behalf of the Financial Guarantor and Non-Guaranteed MTNs holder) the absolute right to deal with the Project Land in whatever way the Financial Guarantor and the Non-Guaranteed MTNs holder may deem appropriate upon occurrence of an Event of Default; (xii) Assignment by the Issuer and the Provider of all present and future rights, title, interest and benefit in and to the Takaful/insurance taken in relation to the Eco Botanic Project; and (xiii) Any other securities/collateral as may be advised by the Solicitors and mutually agreed by the Lead Arranger and the Issuer. Note: All the above securities shall be shared on a pari passu basis between the Financial Guarantor and the Non-Guaranteed MTNs holder save and except for: (i) The Designated Account known as FPA 1 (as defined in the section entitled Designated Accounts ) which shall only be for the benefit of the Financial Guarantor; and (ii) The Designated Account known as FPA 2 (as defined in the section entitled Designated Accounts ) which shall only be for the benefit of the Non-Guaranteed MTNs holder. (16) Details of guarantee All the above securities shall be created in favour of the Agent to be appointed to act for and on behalf of the Financial Guarantor and Non-Guaranteed MTNs holder. : Corporate Guarantee The Corporate Guarantor shall provide an unconditional and irrevocable guarantee and undertaking ( Corporate Guarantee ) to: (i) make good any shortfall in all payment obligations by the Issuer in relation to the Non-Guaranteed MTNs and relevant costs associated with the charge documents and penalties payable by the Issuer (if any) in relation to the MTN Programme; and Page 6 of 27

7 (ii) to top up any shortfall in the FPA 1 and FPA 2 and DSRA (as defined in the section entitled Designated Accounts ); Financial Guarantee Danajamin in accordance with the FGI Facility shall guarantee the Issuer s payment obligations under the Danajamin Guaranteed MTNs up to the nominal value of all outstanding Danajamin Guaranteed MTNs and one (1) coupon payment obligation (where applicable). (17) Convertibility of Issuance (18) Exchangeability of Issuance : Non-convertible : Non-exchangeable (19) Call option : No call option (20) Put option : No put option (21) Details of covenants : a. Positive covenants The Issuer and where applicable, the Corporate Guarantor shall adhere to the following Positive Covenants: (i) The Issuer and the Corporate Guarantor shall promptly perform and carry out all its obligations under all the Issue Documents; (ii) The Issuer shall at all times arrange for and maintain adequate insurance cover required to be taken up by the Issuer for the Eco Botanic Project with a reputable insurance company; (iii) The Issuer and the Corporate Guarantor shall execute all such further documents and do all such further acts necessary at any time or times to give further effect to the terms and conditions of the MTN Programme; (iv) The Issuer and the Corporate Guarantor shall carry on and operate its businesses and affairs with diligence and in a proper and efficient manner and in accordance with sound financial practices and procure, amongst others, that all necessary approvals or licences are obtained; (v) The Issuer and the Corporate Guarantor shall obtain and maintain in full force and effect and promptly renew any authorisation, approval, consent or license to ensure the validity, enforceability or priority of the liabilities and obligations of the Issuer and the Corporate Guarantor or the rights of the holders of the MTNs (the Noteholders ) under the Issue Documents; (vi) The Issuer shall take and shall procure that the Corporate Guarantor shall take all steps as may be necessary to procure that there is no material adverse change to its condition (financial or otherwise) which affects the ability of the Issuer and the Corporate Guarantor to perform its obligation under the Issue Documents and the Issuer and the Corporate Guarantor will promptly notify the Trustee of any material adverse change to its conditions (financial or otherwise); (vii) The Corporate Guarantor to maintain its status as a public listed company during the subsistence of the MTN Programme; (viii) The Issuer to remain a wholly-owned subsidiary of the Corporate Guarantor during the subsistence of the MTN Programme; (ix) The Issuer and the Corporate Guarantor shall promptly give to the Trustee and the Agent any information which the Trustee and/or the Agent, as the case may be, may from time to time request in order to discharge their duties and obligations under the Issue Documents relating to the Issuer s affairs to the extent permitted by law; (x) The Issuer and the Corporate Guarantor shall permit the accounts, reports, notices, statements or circulars as provided by the Issuer to the Trustee to be circulated by the Trustee at its discretion Page 7 of 27

8 to the Noteholders or at the request of the Noteholders; (xi) The Issuer shall maintain a paying agent in Malaysia in respect of payments in relation to the MTNs in accordance with the relevant laws and regulations; (xii) The Issuer shall procure that the Paying Agent shall notify the Trustee, through the Facility Agent, if the Paying Agent does not receive payment from the Issuer on the due dates as required under the Issue Documents and the terms and conditions of the MTN Programme; (xiii) The Issuer shall keep proper books and accounts at all times and to provide the Trustee and any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; (xiv) All shareholders advances shall be subordinated to the MTN Programme throughout the tenure of the MTN Programme ( Tenure ) save and except for the reimbursement allowed under the MTN Programme pursuant to the disbursement condition of the DA (as defined in the section entitled Designated Accounts ), which shall be allowed to be utilised to pay the shareholders advances provided that: (a) No breach in Designated Accounts requirement; (b) No MAE (as defined below) has occurred and is subsisting or if, following such declaration, payment, distribution or redemption, a MAE would occur. Material Adverse Effect ( MAE ) means in the reasonable opinion of the Trustee, a material and adverse effect on: 1. The financial position, business condition and/or operations of the Issuer, the Corporate Guarantor and its subsidiaries which affects the ability of the Issuer and the Corporate Guarantor to perform any of its obligations under the Issue Documents; or 2. The legality, validity, or enforceability of the Issuer s and the Corporate Guarantor s obligations and/or the rights or remedies of the Trustee or the Financial Guarantor under any Issue Documents; (c) No Event of Default has occurred and is subsisting or if, following such declaration, payment, distribution or redemption, an Event of Default would occur; and (d) The Issuer and the Corporate Guarantor s obligation in respect of the maintenance of the Net D/E Ratio (as defined in the section entitled Financial Covenants ) is not breached or following such declaration, payment, distribution or redemption, the Net D/E Ratio is more than the allowed Net D/E Ratio on the specific anniversary year; (xv) The Issuer and the Corporate Guarantor shall preserve and keep in force and effect all consents and rights necessary for the conduct of its business and to enable them to lawfully enter into and to exercise their rights and perform their obligations under the Issue Documents; (xvi) The Issuer and the Corporate Guarantor shall comply with all applicable laws including but not limited to the provisions of the CMSA, the Guidelines on LOLA Framework and all circulars, conditions or guidelines issued by the SC from time to time; (xvii) The Issuer shall reply in writing to the Trustee's satisfaction, within five (5) days of a query by the Trustee pertaining to material development or news affecting the Issuer and the Issuer shall confirm upon due enquiry, whether such development or news has material adverse effect on the Issuer s financial status or business or the security position of the Noteholders; (xviii) The Issuer shall ensure that all the liabilities, present or future, of the Issuer (including tax) must be quantifiable and capable of being met out of resources available to it; (xix) The existing major shareholders of the Corporate Guarantor (i.e. Sinarmas Harta Sdn Bhd (Company No P), Eco World Development Holdings Sdn Bhd (Company No X) and/or Liew Tian Xiong), shall at all times directly or indirectly hold or control (either individually or Page 8 of 27

9 collectively) at least 33% of the issued and paid-up capital of, and the voting shares in the Corporate Guarantor; (xx) The Issuer shall submit to the Trustee the updated Eco Botanic Project Timeline (as defined in the section entitled Conditions Precedent ) within ten (10) business days of its availability; (xxi) The Issuer shall notify the Facility Agent and the Trustee of any changes to the Eco Botanic Project Timeline that will have a MAE; (xxii) The Issuer to confirm to the Trustee that the Remaining Units are free from encumbrances, save and except for those units charged to the Financial Guarantor and the Non-Guaranteed MTNs holders, pursuant to section entitled Other terms and conditions-(l) Conditions Subsequent ; (xxiii) In relation to the Units Available for Sale as defined in Appendix I hereto, the Issuer is to generate sales to achieve an aggregate redemption amount of no less than RM100.0 million by the fifth (5th) year of the MTN Programme as follows: Aggregate redemption sum of no less than Year RM50.0 million By Year 4 RM100.0 million By Year 5 and (xxiv) Such other positive covenants as may be advised by the Solicitors and mutually agreed by the Lead Arranger and the Issuer. b. Negative covenants Save and except with the prior written consent of the Trustee (acting on the instructions of the Noteholders), the Issuer and where applicable the Corporate Guarantor, shall adhere to the following Negative Covenants: (i) The Issuer and the Corporate Guarantor shall not permit any amendment, supplement or variation to its Constitution/ Memorandum and Articles of Association in a manner inconsistent with the Issue Documents (to which it is a party) or which may be materially prejudicial to the interest of the Noteholders; (ii) The Issuer and the Corporate Guarantor shall not reduce their respective issued capital in any way (except by way of a duly authorised buy-back of shares by the Corporate Guarantor); (iii) The Issuer and the Corporate Guarantor shall not enter into any transactions which will have a MAE; (iv) The Issuer shall not carry on any other business activities other than those in connection with and/or incidental to the Eco Botanic Project; (v) The Issuer and the Corporate Guarantor shall not enter into any dissolution or winding up of itself, or any amalgamation, consolidation, merger or restructuring; (vi) Other than the security created pursuant to the MTN Programme and the FGI Facility, the Issuer shall not create or permit to exist any security interest over all or any part of its business or assets or undertaking; (vii) The Corporate Guarantor shall not enter into a transaction which involves the interest (direct or indirect) of any of its directors, major shareholders and chief executive officer ( Interested Persons ) unless: (a) such transaction shall be on terms that are no less favourable to the Corporate Guarantor than those which could have been obtained in a comparable transaction from persons who are not Interested Persons; and (b) with respect to any transaction involving an aggregate payment or value equal to or greater Page 9 of 27

10 than the prescribed percentage ratio as provided and computed based on the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) which would require the appointment of an independent adviser, the Corporate Guarantor shall obtain certification from the independent adviser that the transaction is carried out on fair and reasonable terms, PROVIDED that the Corporate Guarantor certifies to the Trustee (i) that the transaction complies with subparagraph (a) above; (ii) that the Corporate Guarantor has received certification referred to in sub-paragraph (b) above (where applicable); and (iii) that the transaction has been approved by the majority of the board of directors or shareholders in a general meeting as the case may require; and (c) with respect to any transaction constituting a recurrent related party transaction of a revenue or trading nature which is provided for and permitted under the Listing Requirements, PROVIDED (i) that the Corporate Guarantor certifies to the Trustee that the transaction complies with subparagraph (a) above, and that the requisite shareholders mandate has been obtained; and (ii) that the Corporate Guarantor has obtained or renewed, where applicable, the shareholders mandate in accordance with the Listing Requirements; (viii) The Issuer shall not enter into a transaction which involves the interest (direct or indirect) of Interested Persons unless: (a) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not Interested Persons; and (b) with respect to any transaction involving an aggregate payment or value equal to or greater than the prescribed percentage ratio as provided and computer based on the Listing Requirements which would require the appointment of an independent adviser, the Issuer shall obtain certification from the independent adviser that the transaction is carried out on fair and reasonable terms, PROVIDED that the Issuer certifies to the Trustee (i) that the transaction complies with subparagraph (a) above; (ii) that the Issuer has received certification referred to in subparagraph (b) above (where applicable); and (iii) that the transaction has been approved by the majority of the board of directors or shareholders in a general meeting as the case may require; (ix) The Issuer shall not use the proceeds of the MTNs for any purpose other than as set out herein, and the Issue Documents; (x) The Issuer shall not enter into any agreements with terms which will have an adverse effect on the Issuer s ability to observe or perform any of its obligations under the Issue Documents; (xi) Upon the occurrence of an Event of Default (as defined herein), the Issuer shall not exercise its rights under the power of attorney dated 13 February 2015 and 15 December 2017 respectively granted to it by the Provider pursuant to the terms of the DRA, without prior written consent of the Agent; (xii) The Issuer shall not change or permit any change in its controlling shareholders or shareholding structure; (xiii) The Issuer shall not do or suffer to be done any act, matter or thing whereby any Takaful/insurance may be rendered void, voidable or incapable of being effected, maintained or renewed; (xiv) The Issuer and the Corporate Guarantor respectively shall not unless in its normal course of business and on arm s length basis, enter into any partnership, profit-sharing or royalty agreement or other arrangement of whatsoever nature whereby the Issuer and/or the Corporate Guarantor s Page 10 of 27

11 income or profits are, or might be, shared with any other person, firm or company or enter into any management contract or similar arrangement of whatsoever nature whereby the Issuer and/or the Corporate Guarantor s business or operations are managed by any other person, firm or company; (xv) The Issuer shall not sell, lease, transfer or otherwise dispose of the whole or any part of its undertaking, business or assets save and except for in the ordinary course of carrying out its business; (xvi) The Issuer shall not open any other accounts save for the Designated Accounts, the Trustee s Reimbursement Account (as defined in the section entitled Other terms and conditions-(o) Trustee s Reimbursement Account ) and the account(s) for the purpose of Permitted Investment (as defined in the section entitled Permitted Investment ) and any other accounts required by law for the purpose of the Issuer s business activities; (xvii) The Issuer shall not create any encumbrances against the Project Land throughout the Tenure. Pending the creation of security interest over the Remaining Units, the Issuer shall not create any encumbrances against the Remaining Units save and except for, as allowed pursuant to the section entitled Other terms and conditions-(l) Conditions Subsequent ; (xviii) The Issuer shall not incur or permit to exist any further indebtedness, save and except for the MTN Programme, the FGI Facility, any short term debt incurred in the ordinary course of business of the Issuer, and the existing indebtedness incurred by the Issuer which is disclosed in writing to the Lead Arranger. For the purposes of this paragraph, "short term debt" shall be a debt which is deemed payable on demand or maturing by its terms withing twelve (12) months after the date on which such debt was originally incurred; (xix) Dividend distribution by the Issuer shall not exceed 50% of after-tax profits for the financial year. The Issuer shall not declare or pay any dividend or make bonus issue or make any distribution (be it income or capital in nature) if: (a) there is an existing breach in Designated Accounts requirement; or (b) a MAE and/or Credit Impairment Event (as defined in the section entitled Other terms and conditions-(m) Credit Impairment Event ) ( CIE ) has occurred and is subsisting or if, following such declaration, payment, distribution or redemption, a MAE and/or CIE event would occur; or (c) an Event of Default (as defined herein) has occurred and is subsisting or if, following such declaration, payment, distribution or redemption, an Event of Default would occur; or (d) the Issuer s and the Corporate Guarantor s obligation in respect of the maintenance of the Net D/E Ratio is breached or following such declaration, payment, distribution or redemption, the Net D/E Ratio is more than the allowed Net D/E Ratio on the specific anniversary year. (xx) The Coverage shall not at any time be less than 1.30 times throughout the Tenure. Coverage shall mean total Redemption Amount over the outstanding MTNs. For the avoidance of doubt, all units listed under Tables 1A and 1B in Appendix I shall be included for the purpose of the calculation of Redemption Amount save and except for units that have been sold prior to the First Issuance Date; and (xxi) Such other negative covenants as may be advised by the Solicitors and mutually agreed by the Lead Arranger and the Issuer. c. Financial covenants The Issuer (on a consolidated basis) shall maintain a Net Debt To Equity ratio ( Net D/E Ratio ) of not more than 1.50 times throughout the Tenure. The Corporate Guarantor (on a consolidated basis) shall maintain a Net D/E Ratio of not more than 1.50 times throughout the Tenure. Page 11 of 27

12 "Net Debt" means the indebtedness of the Issuer or, in the case of the Corporate Guarantor, the consolidated group, including but not limited to borrowed/financed monies, hire purchase obligations, finance lease obligations and net exposure determined on a marked to market basis or in accordance with applicable accounting standards under any interest/profit rate swap instruments, foreign exchange contracts, foreign exchange swaps and financial put options less unencumbered cash (excluding cash held in the HDA) and cash equivalent and amount deposited in the Designated Accounts. "Equity" shall mean the shareholders funds of the Issuer or, in the case of t he Corporate Guarantor, the consolidated group, including any subordinated shareholders advances and financings, minority interest, hybrid capital classified as equity for accounting purposes and retained earnings or losses. The Net D/E Ratio shall be computed and tested on an annual basis based on the Issuer s and the Corporate Guarantor s latest audited consolidated financial statements and each such calculation shall be duly confirmed and endorsed by a director of the Issuer as true and correct within one hundred and eighty (180) days after the end of each financial year ( Calculation Date ) in form and substance acceptable to the Agent. The first test shall take place on the Calculation Date of the first financial year end, immediately following the First Issuance Date and subsequent test shall take place on each anniversary date thereafter. d. Information covenants The Issuer and/or the Corporate Guarantor shall deliver to the Trustee the following: (i) As soon as they become available (and in any event within one hundred and eighty (180) days after the end of its financial year), copies of the Issuer s and the Corporate Guarantor s annual audited financial statements which are certified without qualification by a firm of independent auditors on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia together with certificates signed by two (2) directors or one (1) director together with the company secretary of the Issuer and the Corporate Guarantor respectively to the effect that no material adverse change has occurred since the date of such statements; (ii) As soon as they become available (and in any event within ninety (90) days after the end of the first half of the financial year), copies of the Issuer s and the Corporate Guarantor s unaudited halfyearly financial statements for that period on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia together with certificates signed by two (2) directors or one (1) director together with the company secretary of the Issuer and the Corporate Guarantor respectively to the effect that no material adverse change has occurred since the date of such statements; (iii) The Issuer shall provide to the Trustee at least on an annual basis, a certificate confirming that it has complied with all its obligations under the Documentation and the terms and conditions of the MTN Programme ( Compliance Certificate ) and that there does not exist or had not existed, from the First Disbursement Date or the date of the previous Compliance Certificate, as the case may be, any events of default, and if there is an Event of Default, to specify the same in the Compliance Certificate. The Compliance Certificate shall be duly certified by at least one (1) director of the Issuer and the Corporate Guarantor; (iv) Submission of progress report certified by a director of the Issuer or the project architect or quantity surveyor (as the case may be) on the Eco Botanic Project and on a monthly basis, within three (3) weeks from the end of each month; (v) Submission of certified true copy of monthly HDA bank statement on a monthly basis certified by a director of the Issuer, within two (2) weeks from the end of each month; (vi) Submission of details of the sales of units under the Eco Botanic Project and, supported by documentary evidence acceptable to the Facility Agent on a monthly basis, within two (2) weeks from the end of each month; Page 12 of 27

13 (vii) Submission of updated project cost and the breakdown of the Eco Botanic Project on a quarterly basis; (viii) The Issuer and the Corporate Guarantor shall immediately notify in writing of any change in its board of directors and/or key management team within seven (7) days of such changes; and (ix) Such other reporting requirements as advised by the solicitors and agreed by the Issuer. (22) Details of designated account(s) : No. Account name Parties responsible for opening account Parties responsible to maintain/ operate account Signatories to account Sources of funds Utilisation of funds 1 Disbursement Account ( DA ) Issuer Agent Agent The following The proceeds shall be deposited in deposited into the DA shall the DA: (a) The only be utilised proceeds from for the the MTN intended Programme; (b) purposes as Any forms of f o l l o w s : (a) equity Firstly, towards contributions, including the payment one-off of fees, Issuer premium Undertaking; (c) Any amount or payable Danajamin to payment or ( Premium ) contribution and/or made by the expenses Corporate Guarantor, incidental the to pursuant to its establishment obligations under of the MTN the Corporate Programme Guarantee; and and the FGI (d) Income F a c i l i t y ; (b) received from Permitted Investments (as defined herein), if any. Secondly, to transfer to the DSRA (as defined herein) to meet the DSRA Minimum Required Balance (as defined h e r e i n ) ; (c) Thirdly, to partfinance Issuer s development Page 13 of 27

14 Page 14 of 27 cost which shall include infrastructure cost, Working Capital Requirements (as defined herein under the item entitled Other terms and conditions-(c) Details on the Utilisation of Proceeds ) and the development rights consideration for the Eco Botanic Project, which shall include reimbursement to the Corporate Guarantor for expenses previously incurred in relation to the Eco Botanic Project, subject to the Disbursement Conditions (as defined herein under the item entitled Other terms and conditions-(d) Disbursement Conditions ); a n d (d) Fourthly, to transfer to the FPA 1 and/or FPA 2 in the event of a shortfall. Monies kept in the DA are allowed for

15 2 Revenue Collection Account ( RCA ) Issuer Agent Agent The following shall be deposited into the RCA: (a) All sales proceeds from sales of the Commercial Development of Eco Botanic Project except for the first 10% of such sales which the Issuer and the Provider are entitled to retain; (b) All HDA S u r p l u s ; (c) Income received from Permitted Investments (as defined herein), if a n y ; (d) Proceeds from Takaful/ insurance claims in respect of all Takaful/Insurance taken by the Issuer and/or the Provider, in relation to the Eco Botanic Project, if any; (e) Amounts in excess of the DSRA Minimum Required Balance as transferred from the DSRA; and (f) All other income and revenue of the Issuer, not otherwise specifically making Permitted Investments at the request of the Issuer. The proceeds deposited in the RCA shall only be utilised for the intended purposes as follows ( Priority of Cashflow ): (a) Firstly, transfer to RRA as per the Redemption Amount table (as set out in section entitled Other terms and conditions-(f) Redemption Amount ); (b) Secondly, to top up any shortfall in FPA 1, FPA 2 and DSRA; and (c) Thirdly, the balance to transfer to the Issuer subject to the fo llo wi ng : (i) There is no shortfall in FPA 1, FPA 2 and DSRA; a n d (ii) Coverage of at least 1.30 times at such time of transfer. Monies kept in the RCA are allowed making for Page 15 of 27

16 3 Redemption Reserve Account ( RRA ) Issuer Agent Agent provided to be received in any other Designated Accounts. Permitted Investments at the request of the Issuer. The following The proceeds shall be deposited into the RRA: (a) Transfer from the RCA; (b) Income received from Permitted Investments (as defined herein), if any; and (c) Redemption sum transferred from the HDA or from end-financiers in respect of the Unsold Phase 1 Eco Botanic Project and Unsold Phase 2 Eco Botanic Project ( Redemption Amount ); Unsold Phase 1 Eco Botanic Project shall refer to the completed units of the Eco Botanic Project which have yet to be sold, as listed under Table 1A of Appendix I. Unsold Phase 2 Eco Botanic Project shall refer to the unsold units under construction and units to be launched under the Eco Botanic Project as listed under Table 1B of Appendix I. deposited in the RRA shall only be utilised for transfer to FPA 1 and FPA 2. Monies kept in the RRA are allowed for making Permitted Investments at the request of the Issuer. Page 16 of 27

17 4 Debt Service Reserve Account ( DSRA ) Issuer Agent Agent The Issuer shall maintain at all times the balance in the DSRA for an amount to be equivalent to: (a) An amount that is at least sufficient to pay one coupon payment of the outstanding MTN Programme ( DSRA One Coupon Payment ); and (b) An amount that is at least sufficient to pay Premium due and payable over the next 12 months based on the outstanding FGI Facility ( DSRA One Premium Payment ), (collectively referred to as DSRA Minimum Required B alance ). The following shall be deposited into the DSRA: (a) Transfer from DA to meet the DSRA Minimum Required Balance or in the event of a shortfall in the D S R A ; (b) Transfer from RCA, subject to the Priority of Cashflow; and/or (c) Income received from Permitted Investments (as The proceeds deposited in the DSRA shall only be utilised for the intended purposes as f o l l o w s : (a) Firstly, to top up any shortfall in FPA 1 and FPA 2, subject to written consent from the Facility Agent (on behalf of the Financial Guarantor and Non- Guaranteed MTNs Holder); a n d (b) Secondly, to transfer to the RCA any amount exceeding the DSRA Minimum Required Balance. Any shortfall in the DSRA Minimum Required Balance shall be topped up by the Issuer and/or the Corporate Guarantor within seven (7) days from the date of such shortfall or notification from the Facility Agent, whichever is earlier. Monies kept in the DSRA are Page 17 of 27

18 5 Finance Payment Account 1 ( FPA 1 ) Issuer Agent Agent defined herein), if any The following shall be deposited into the FPA 1: (a) Transfer from RRA; (b) Income received from Permitted Investments (as defined herein), if a n y ; (c) In the event there is shortfall in the RRA, the Facility Agent may transfer the funds from the DSRA and/or the RCA; a n d (d) Should there be insufficient funds in the DSRA, RRA and RCA, the Issuer and/or the Corporate Guarantor shall, within seven (7) days from the receipt of notification from the Facility Agent or the Agent of such shortfall, inject the funds into the FPA 1 via the DA to top up such shortfall. allowed for making Permitted Investments at the request of the Issuer. The proceeds deposited in the FPA 1 shall only be utilised for the intended purposes as f o l l o w s : (a) Firstly, for payment of the coupon due and payable under the Danajamin Guaranteed M T N s ; (b) Secondly, for payment of Premium under the FGI Facility; and (c) Thirdly, to redeem the principal amount due and payable under the Danajamin Guaranteed MTNs. Monies kept in the FPA 1 are allowed for making Permitted Investments at the request of the Issuer. 6 Finance Payment Account 2 ( FPA 2 ) Issuer Agent Agent The following shall be deposited into the FPA 2: (a) Transfer from RRA; (b) Income received from Permitted The proceeds deposited in the FPA 2 shall only be utilised for the intended purposes as f o l l o w s : (a) Page 18 of 27

19 Investments (as defined herein), if a n y ; (c) In the event there is shortfall in the RRA, the Agent may transfer the funds from the DSRA and/or the RCA; and (d) Should there be insufficient funds in the DSRA, RRA and RCA, the Issuer and/or the Corporate Guarantor shall, within seven (7) days from the receipt of notification from the Facility Agent or the Agent of such shortfall, inject the funds into the FPA 2 via the DA to top up such shortfall. Firstly, for payment of the coupon due and payable under the Non- Guaranteed MTNs; and (b) Secondly, to redeem the principal amount due and payable under the Non- Guaranteed MTNs. Monies kept in the FPA 2 are allowed for making Permitted Investments at the request of the Issuer. (23) Name of credit rating agency and credit rating (24) Conditions precedent : Not Rated : Conditions precedent typical and customary for a transaction of this nature, to the satisfaction of the Lead Arranger, which shall include but not limited to the following: (a) Main Documentation (i) Execution of the relevant Issue Documents and stamped or duly endorsed as exempted from stamp duty (as the case may be) and where relevant, presented for registration with such registries as may be necessary or expedient; (ii) Evidence that the form as prescribed under the Companies Act 2016 in respect of the charges created under the relevant Issue Documents for the purpose of registration of such charges with the Companies Commission of Malaysia ( CCM ) in accordance with Section 352 of the Companies Act 2016 have been duly lodged with the CCM; (iii) Evidence that the power of attorney clause as may be contained in the Issue Documents (where applicable) shall have been presented for registration with the High Court of Malaya; (iv) Evidence that all relevant notices of assignment and acknowledgements to be issued under the relevant Issue Documents shall have been issued to the relevant counterparties and shall have been received. In respect of the notices of assignment issued to the Takaful/insurance providers, acknowledgement of receipt by the Takaful/ insurance providers of such notices of assignment, Page 19 of 27

20 shall be deemed to have been received; (b) The Issuer (i) Receipt of a certified true copy of board resolution(s) of the Issuer authorising, among others, the establishment of the MTN Programme, execution of the Issue Documents (to which it is a party), issuance of the MTNs, performance of its obligations under the Issue Documents and the appointment of the relevant personnel and advisers in charge of the MTN Programme; (ii) Receipt of all authorisations licenses, approvals and consents which are necessary to be obtained by the Issuer to accept the MTN Programme and for the issuance of the FGI Policy by Danajamin; (iii) Receipt of the certified true copies of the Certificate of Incorporation, Constitution/ Memorandum and Articles of Association, latest Form of Annual Return, Forms 24, 44 and 49 (or the equivalent forms under the Companies Act 2016); (iv) Receipt of a list of the Issuer s authorised signatories and their respective specimen signatures; (v) All relevant approvals, including approvals from the Issuer s shareholders if so required (including but not limited to the Listing Requirements, if proceeds of the MTN Programme are to be utilised for related party transactions); (c) The Corporate Guarantor and Provider (i) Receipt of a certified true copy of board resolution(s) of the Corporate Guarantor and Provider authorising, among others, execution of the Issue Documents (to which it is a party), and performance of its obligations under the Issue Documents; (ii) The documents corresponding to those under items (b)(iii) and (b)(iv) in respect of the Corporate Guarantor and Provider; (d) General (i) Evidence that all transaction fees, costs and expenses in relation to the MTN Programme have been or will be paid in full by the Issuer; (ii) Receipt of the certified true copies of all the relevant approvals from the relevant authorities for the Eco Botanic Project including any extension approvals (if applicable); (iii) Documentary evidence in form and substance acceptable to the Facility Agent that the bank financings in relation to Eco Botanic Project has been fully redeemed, that is the bank financing of RM261,925, from United Overseas Bank (Malaysia) Berhad ( Existing Financing ); (iv) Documentary evidence in form and substance acceptable to the Facility Agent that the Project Land other than (1) the charge created as security for the Existing Financing (which shall be discharged prior to the presentation of the Project Land Charge) and (2) the Project Land Charge to be created pursuant to the section entitled Details of security/collateral pledged-(i) above is free from encumbrances; (v) Receipt of report on the Eco Botanic Project, to be duly certified by a director of the Issuer confirming the Redemption Amount which shall comprise the updated Unsold Phase 1 Eco Botanic Project and Unsold Phase 2 Eco Botanic Project; (vi) Receipt of the acknowledgement in respect of the lodgement has been obtained in accordance with the provisions of the Guidelines on LOLA Framework; (vii) Receipt of evidence that the Trustee's Reimbursement Account has been opened and the Trustee has been appointed as the sole signatory of the Trustee's Reimbursement Account and a sum of Ringgit Malaysia Thirty Thousand (RM30,000.00) has been deposited into the Trustee's Reimbursement Account; Page 20 of 27

21 (viii) Receipt of a copy of the legal opinion provided by the Solicitors on the legality, validity and enforceability of the Issue Documents and that all conditions precedent has been fulfilled unless otherwise waived by the Lead Arranger; (ix) Receipt of the respective report of the relevant company search conducted with the CCM and winding-up search on the Issuer, Corporate Guarantor and Provider conducted with the office of the Director-General of Insolvency stating that the Issuer Corporate Guarantor and Provider are not wound up; (x) Receipt of bankruptcy search report on all of the directors of the Issuer, Corporate Guarantor and Provider which reveals that none of them are bankrupt; (xi) Receipt of the legal due diligence report on the Issuer and the Corporate Guarantor and legal due diligence opinion which shall be satisfactory to the Lead Arranger; (e) Conditions Precedent specific to the Non-Guaranteed MTNs (i) Receipt of the certified true copies of all the relevant Takaful/insurance policies taken in relation to the Eco Botanic Project from any Takaful/insurance provider acceptable to the Facility Agent (if applicable); (ii) Written confirmation from the appointed Facility Agent that the Designated Accounts have been opened; (iii) Receipt of the evidence that an amount equivalent to the DSRA Minimum Required Balance has been deposited in the DSRA or arrangements have been made for the deposit of such amounts in the DSRA; (iv) Receipt of report on the Project Land, to be prepared and duly certified by a valuer, acceptable to the Facility Agent, confirming the value of the Project Land as follows: Securities to be charges to the Agent Value of not less than (RM' million) Vacant Land Units Available for Sale Total The Vacant Land and Units Available For Sale are detailed in Appendix I; (v) Receipt of report on the Eco Botanic Project, to be duly certified by a director of the Issuer stating among others timeline on the launches under the Eco Botanic Project, the product description of each projected launch, estimated future launch, completion date, estimated gross development value and estimated gross development cost ( Eco Botanic Project Timeline ); (vi) Receipt of a certified true copy of the supplemental power of attorney granted by the Provider in favour of the Issuer granting the Issuer the absolute right to deal with the Project Land in whatever way the Issuer may deem appropriate; (vii) Receipt of a letter from the Provider addressed to the Lead Arranger stating that: (a) the Landowner s considerations pursuant to the DRA has been paid to the Provider; and (b) the Provider pursuant to the completion of the DRA has divested all its rights, benefits and interest relating to the Project Land and is merely the registered proprietor of Project Land and merely holding the land in trust on behalf of the Issuer; and (viii) Any such other conditions as may be advised by the solicitors which is acceptable and agreed upon by the Issuer and the Lead Arranger. The Conditions Precedent may be waived by the Lead Arranger in whole or in part at its sole and Page 21 of 27