: Provision of container haulage services and warehousing.

Transcription

1 (A) CORPORATE INFORMATION OF ISSUER (1) Name : Swift Haulage Sdn Bhd ( SHSB or the Issuer ). (2) Address : Registered Address: Unit No. 206, 2nd Floor, Wisma Methodist, Lorong Hang Jebat, Kuala Lumpur. Business Address: Lot 3, Jalan Sultan Mohamed 5, Kawasan Perindustrian Bandar Sultan Sulaiman, Pelabuhan Klang, Selangor. (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 29-Nov-2000 : Malaysia : V (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital : Not Listed : Provision of container haulage services and warehousing. : Authorised Capital as at 31 March 2017 No longer applicable under the Companies Act 2016 (as amended from time to time) ( Companies Act ). Issued Share Capital as at 31 March 2017 RM59,411, comprising 59,411,110 ordinary shares (10) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : As at 31 March 2017, the shareholders and their shareholdings in SHSB are as follows: Name No. of shares % Persada Bina Sdn Bhd 10,311, Laserforms Sdn Bhd 10,328, Tan Kar Tek 3,287, Glory Portfolio Sdn Bhd 2,800, Chua Seng Yong 2,253, Ng Chee Kin 69, Oh Chin Beng 2,017, Rebecca Xu-Xian Tan 1,898, Ong Chui Li 3,287, Wong Gian Kui 464, Kenanga Nominees (Tempatan) Sdn Bhd 18,291,780# Kenanga Nominees (Tempatan) Sdn Bhd 4,400, TOTAL 59,411, Note: # Pledged securities account for Persada Bina Sdn Bhd. (11) Board of directors : 1. Dato' Haji Md. Mohd. Yusoff bin Jaafar 2. Zulkifli bin Sarkam 3. Loo Yong Hui Page 1 of 8

2 (B) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties 1 Issuer SHSB 2 Principal Adviser KENANGA INVESTMENT BANK BERHAD 3 Lead Arranger Kenanga IB (the LA ) 4 Solicitors Wong Beh & Toh (acting for the PA/LA) ( Solicitors ) 5 Subscriber Bluefin Bidco Limited ( Bluefin or "Subscriber") (2) At point of distribution : No. Roles Name of parties 1 Issuer SHSB 2 Subscriber Bluefin 3 Lead Manager Kenanga IB 4 Central Depository Bank Negara Malaysia ( BNM ) 5 Paying Agent BNM 6 Facility Agent Kenanga IB (3) After distribution : No. Roles Name of parties 1 Issuer SHSB 2 Principal Adviser KENANGA INVESTMENT BANK BERHAD 3 Facility Agent Kenanga IB 4 Central Depository BNM 5 Paying Agent BNM (C) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : (2) One-time issue or programme : One-time issue (3) Shariah principles sukuk) (4) Facility description (for : Not applicable : Proposed issuance of convertible redeemable loan stocks with a nominal value of RM1.00 with an aggregate nominal value of up to RM106,862,842 ( CRLS ), to be issued by SHSB to Bluefin Bidco Limited ( Bluefin or the Subscriber ). (5) Currency : Ringgit Page 2 of 8

3 (6) Expected facility/ programme size (7) Option to upsize (for programme) (8) Tenure of facility/ programme (9) Availability period for debt/ sukuk programme (10) Clearing and settlement platform : MYR106,862, : No : 15 year(s) : Not applicable : MyClear (11) Mode of issue : Direct placement Private placement (12) Selling restrictions (13) Tradability and transferability (14) Other regulatory 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 (16) Details of guarantee (17) Convertibility of Issuance : 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 Schedule 8 of CMSA Section 4(6) of the Companies Act, 1965 Other-Selling Restrictions at Issuance: The CRLS may not be offered or sold directly or indirectly, nor may any document or other material in connection therewith be distributed in or outside Malaysia, other than to persons, whether as principal or agent, falling within any of the categories of persons or in the circumstances specified under: a) Section 2(6) of the Companies Act; and b) (i) Schedule 6 (or Section 229(1)(b)); and (ii) Schedule 7 (or Section 230(1)(b)); read together with Schedule 8 (or Section 257(3)) and Schedule 9 (or Section 257(3)) of the CMSA. Selling Restrictions Thereafter: The following Selling Restrictions shall be applicable: (a) Part 1 of Schedule 6 (or Section 229(1)(b)) of the CMSA read together with Schedule 8 (or Section 257(3)) and Schedule 9 (or Section 257(3)) of the CMSA; and (b) Section 2(6) of the Companies Act. In the event of a trade or transfer of the CRLS, the CRLS holder may only trade or transfer all (and not part) of the CRLS to a sole transferee. : Tradable & transferable : The Issuer had on 3 April 2017 obtained the approval of BNM for, amongst others, the issuance of CRLS. The said approval letter from BNM is submitted to SC together with this Lodgement. : Unsecured : Not guaranteed : Subject to compliance with the applicable laws, the CRLS holder will be entitled to convert the CRLS held by it into ordinary shares of RM each in the capital of the Issuer at any time by providing a written notice to the Issuer, subject to any adjustments as may be mutually agreed Page 3 of 8

4 between the Issuer and the CRLS holder. (18) Exchangeability of Issuance : Non-exchangeable (19) Call option : No call option (20) Put option : No put option (21) Details of covenants : a. Positive covenants Usual and customary for an issue of such nature, which shall include but not be limited to the following, whereby: (i) The Issuer shall comply with all necessary requirements and obligations under the Companies Act, CMSA, LOLA Guidelines and such other relevant regulations or guidelines imposed under the law (as amended from time to time and any re-enactment thereof); (ii) The Issuer shall perform all its obligations and comply at all times with the provisions under the Transaction Documents; (iii) The Issuer shall at all times use reasonable diligence in carrying on its business in a proper and efficient manner and procure each of its subsidiaries to use reasonable diligence in carrying on its business in a proper and efficient manner including obtaining and maintaining all necessary approvals and licenses for the carrying on of their business; (iv) The Issuer shall use the proceeds from the issue of the CRLS in accordance with the purposes as set out in the Transaction Documents; and (v) Such other positive covenants as may be advised by the Solicitors and mutually agreed by the Issuer and the PA/LA. b. Negative covenants Usual and customary for an issue of such nature, which shall include but not be limited to the following, whereby: (i) The Issuer shall not, for as long as the CRLS remains outstanding, without prior written consent of the CRLS holder, permit any amendment, supplement or variation to the Constitution of the Issuer in a manner which may be materially prejudicial to the CRLS holder; (ii) The Issuer will not surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under the Transaction Documents (except as permitted or required under the Transaction Documents); (iii) The Issuer shall not use the proceeds from the issuance of the CRLS for any other purpose other than for the purposes set out in the Transaction Documents; and (iv) Such other negative covenants as may be advised by the Solicitors and mutually agreed by the Issuer and the PA/LA. c. Financial covenants No financial covenant d. Information covenants Usual and customary for an issue of such nature, which shall include but not be limited to the following, whereby: (i) The Issuer shall deliver to the Facility Agent as soon as they become available (and in any event within one hundred eighty (180) days of the end of each financial year) its audited financial statements which have been prepared on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia; (ii) The Issuer shall immediately notify the Facility Agent upon becoming aware of: (a) an event which with the lapse of time, render the CRLS immediately due and convertible; (b) any Events of Default (as defined under Events of Default) of the CRLS or when such other right or remedy under the terms, provisions or covenants of the CRLS or the Transaction Page 4 of 8

5 Documents have become immediately enforceable; (c) any circumstance that would materially prejudice the Issuer or the interests of the CRLS holder; (d) any change in the utilisation of proceeds of CRLS; (e) any substantial change in the nature of the business of the Issuer; and (f) the Issuer being unable to fulfil or comply with the provisions of the Transaction Documents. (iii) Such other information covenants as may be advised by the Solicitors and mutually agreed by the Issuer and the PA/LA. (22) Details of designated account(s) (23) Name of credit rating agency and credit rating (24) Conditions precedent : No designated account : Not Rated : To include but not limited to the following (each in form and substance acceptable to the PA/LA): A. Main Documentation (i) The Transaction Documents have been duly executed and where applicable, stamped and presented for registration; B. The Issuer (i) Certified true copies of the Constitution and the Certificate of Incorporation of the Issuer; (ii) Certified true copies of the latest Forms 24, 44 and 49 (or the equivalent forms under the Companies Act) of the Issuer; (iii) Certified true copy(ies) of the resolutions of the directors of the Issuer; and/or (ii) the resolutions of the shareholders of the Issuer, approving, amongst others, the issuance and allotment of the CRLS to the Subscriber and the execution of the Transaction Documents; (iv) A list of the Issuer s authorised signatories and their respective specimen signatures; (v) A report of the relevant company search on the Issuer; (vi) A report of the relevant winding-up search on the Issuer or the relevant statutory declaration of the Issuer (in form and substance acceptable to the PA/LA) signed by a director of the Issuer declaring that the Issuer is not wound up and that no winding-up petition has been presented against the Issuer; and (vii) Reports of the relevant bankruptcy searches on the directors of the Issuer which revealed that they are not bankrupt or statutory declarations by each director of the Issuer that he/she is not a bankrupt and there is no bankruptcy proceeding has been made against them. C. General (i) Evidence that the Lodgement has been lodged with the SC; (ii) Evidence that the relevant approval of BNM for amongst others, the issuance of the CRLS has been obtained; (iii) Receipt of the duly executed letter between COPE-KPF Opportunities 1 Sdn Bhd and COPE Opportunities 2 Sdn Bhd respectively and Delta Express Sdn Bhd by the Issuer in respect of the redemption of 20,000,000 redeemable convertible preference shares held by them in Delta Express Sdn Bhd; (iv) Evidence that the consent from all existing financiers have been obtained for the issuance of the CRLS; (v) Evidence that all transaction fees, costs and expenses have been paid in full or that arrangements have been made for the payment of the same; (vi) The PA/LA shall have received legal opinions satisfactory to the PA/LA from the Solicitors as to (i) the legality, validity and enforceability of the Transaction Documents; and (ii) that all the conditions precedent under the Transaction Documents have been fulfilled unless waived by the PA/LA; and (vii) Such other conditions precedent as may be advised by the solicitors and/or the PA/LA Page 5 of 8

6 and agreed by the Issuer. (25) Representations and warranties : The Issuer s representations and warranties shall include but not limited to the following: (i) Status The Issuer is a company duly incorporated with limited liability under the Companies Act 1965 and registered under the Act and validly existing under the laws of Malaysia as a separate legal entity and has full powers to own its assets and carry on its existing business. (ii) Powers The Issuer has full legal right, authority and power to issue the CRLS and the full legal right, authority and power to enter into any documents to give effect to the issuance of the CRLS. (iii) Execution of documents The execution of the Transaction Documents and the performance by the Issuer of its obligations under the Transaction Documents, and the issue of the CRLS do not and will not: (a) exceed the power granted to the Issuer by, or violate the provisions of, any law or regulation or any order or decree of any governmental authority, agency or court to which the Issuer is subject; (b) result in any default under any existing mortgage, debenture, contract or agreement binding on the Issuer or to which it is subject; or (c) contravene any of the provisions of the Constitution of the Issuer, (iv) Litigation Save as disclosed by the Issuer to the PA/LA and Facility Agent prior to the issuance of the CRLS, no lawsuit, arbitration, prosecution or administrative proceedings, or to the Issuer s best knowledge and belief, investigation by any government agency or other regulatory authority is current or pending against the Issuer which would have a Material Adverse Effect (as defined below) on the Issuer. (v) No winding-up No winding-up order has been made against the Issuer. (vi) Consents, licences and approvals To the best of the Issuer s knowledge and belief, any consent, licence, approval or authorisation of any governmental authority in Malaysia that is required in connection with the execution, performance, validity, enforceability of its obligations under the Transaction Documents have been obtained or will be obtained before the date of issuance of the CRLS. (vii) Information and disclosure (a) any information supplied by the Issuer to the PA/LA and the Facility Agent in connection with the CRLS is true, accurate, complete and not misleading, and do not contain any material omission and all expressions of expectation, intention, belief, opinion and projections contained therein were honestly made on reasonable grounds after its due and careful inquiry; (b) the Issuer has disclosed to the PA/LA and the Facility Agent all information with regard to the Issuer, which is material in the context of the issue of the CRLS; (viii) Accounts The audited financial statements of the Issuer of each of its financial year have been prepared on a basis consistently applied in accordance with the approved accounting standards in Malaysia and give a true and fair view of the results of its operations for the year and the state of its affairs at that date; (ix) Purpose of utilisation The proceeds of the CRLS are used in accordance with the purposes set out in the Transaction Documents; (x) Events No Events of Default or potential Events of Default has occurred and is continuing as a result of the issuance of the CRLS; and (xi) Such other representations and warranties as may be advised by the Solicitors. For the purposes of this Lodgement, Material Adverse Effect means in relation to any event, the occurrence of which may have a material and adverse effect on: Page 6 of 8

7 (i) the assets, business or condition (financial or otherwise) of the Issuer; or (ii) the ability of the Issuer to perform or comply with any of its obligations under the Transaction Documents; or (iii) the rights, remedies and benefits available to the CRLS holder under any provisions of the Transaction Documents. (26) Events of defaults or enforcement events, where applicable, including recourse available to investors : The events of default ( Events of Default ) typically and customary for a transaction of such nature include but not limited to: (i) The Issuer fails to pay any amount due from it under any of the Transaction Documents on the due date or on demand or within seven (7) business days from the due date or date of demand, if so payable; or (ii) Any representation, warranty or statement which is made by the Issuer in the Transaction Documents is or proves to be incorrect or misleading in any material respect; or (iii) The Issuer breaches any of its obligations or terms and conditions under any of the Transaction Documents (other than an obligation referred to in clause (i) above) or any of the Transaction Documents is terminated other than by effluxion of time and such breaches or termination which has a Material Adverse Effect and, if such breach is capable of being remedied, the Issuer does not remedy the breach within a period of thirty (30) days after the Issuer became aware of the breach; or (iv) If an order is made or an effective resolution is passed for winding-up the Issuer except for the purpose of reconstruction, amalgamation or reorganisation on the terms of which have been approved by the CRLS holder, which approval shall not be unreasonably withheld; or (v) An encumbrancer takes possession of, or a trustee, liquidator, receiver or similar officer is appointed in respect of, all or a substantial part of the business or assets of the Issuer and is not paid out, withdrawn or discharged within thirty (30) days of such appointment; or (vi) Any provision of the Transaction Documents is or becomes, for any reason, invalid, illegal, void or unenforceable which would prevent the Issuer from performing any of its obligations thereunder; or (vii) Such other events as may be advised by the Solicitors. Upon the occurrence of the above Events of Default, the CRLS holder is entitled to institute such proceedings and/or take such steps as it may think fit, including enforcing all or any of its rights without further notice to the Issuer. (27) Governing laws : Laws of Malaysia. (28) Provisions on buy-back : The CRLS may only be purchased by the Issuer, its subsidiaries or agents or any of its related corporation. Such CRLS purchased by the Issuer, its subsidiaries or agents shall be cancelled and cannot be reissued. (29) Provisions on early redemption : The Subscriber has the option to redeem the CRLS prior to its maturity date (upon the occurrence of pre-agreed events) at a redemption price equivalent to 112% of the subscription price of the CRLS and such an amount shall be paid by the Issuer to the Subscriber in United States Dollars in immediately available funds to a bank account notified in writing by the Subscriber to the Issuer. (30) Voting : The CRLS holder shall have no voting rights in any way whatsoever that are of an equivalent nature to those of the shareholders of the Issuer. (31) Permitted investments (32) Ta'widh (for sukuk) : No permitted investments : Not applicable (33) Ibra' (for sukuk) : Not applicable (34) Kafalah (for : Not applicable Page 7 of 8

8 sukuk) Page 8 of 8