PTC INTEREST/COUPON (%)

Transcription

1 PTC INTEREST/COUPON (%)

2 BACKGROUND INFORMATION (a) Issuer (i) Name Lumut Maritime Terminal Sdn Bhd ( LMT or Issuer ) (ii) Address Lot 1, Lumut Port Industrial Park Mukim Lumut, Jalan Kg Acheh Sitiawan Perak Darul Ridzuan (iii) Business registration no. (iv) Date/ place of incorporation (v) (vi) Date of listing (in case of a public listed company) Status: - resident/ nonresident controlled company D 3 April 1989/ Malaysia Not applicable Resident controlled company - Bumiputera/ non- Bumiputera controlled company (vii) Principal activities (viii) Board of directors Bumiputera controlled company The principal activity of the Issuer is that of development of an integrated privatized project encompassing operations of multi-purpose port facilities, sales and rental of port related land and other ancillary activities. Details as at 30 June 2004 are as follows:- 1. Dato Ir Haji Harun bin Ahmad Saruji, DPMP, AMP Page 1 of 25

3 2. En Harun bin Halim Rasip 3. En Amin bin Halim Rasip 4. Harbhajan Singh a/l Ujagar Singh (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Details as at 30 June 2004 are as follows:- Shareholder Taipan Merit Sdn Bhd No. of Ordinary Shares Held (Unit) (%) 4,900, plus 1 share Pelabuhan Lumut 4,899, less 1 Sdn Bhd Note share Total 9,800, Shareholder No. of Redeemable Preference Shares Held (Unit) (%) Taipan Merit Sdn Bhd 10,000, plus 1 share Pelabuhan Lumut Sdn 9,999, less Bhd Note 1 share Total 20,000, Note: The beneficial ownership has been transferred from Integrax Berhad to Pelabuhan Lumut Sdn Bhd in April However, the registered shareholder as at 30 June 2004 was Integrax Berhad and the shareholding was only transferred subsequently to Pelabuhan Lumut Sdn Bhd in July (x) Authorised and paid-up capital As at 30 June 2004: Ordinary Shares i) Authorised : 27,000,000 ordinary shares of RM1.00 each Page 2 of 25

4 ii) Paid-up : 9,800,000 ordinary shares of RM1.00 each Redeemable Preference Shares ( RPS ) i) Authorised : 200,000,000 RPS of RM0.01 each ii) Paid-up : 20,000,000 RPS of RM0.01 each Class B Non-Redeemable Preference Shares ( Class B NRPS ) i) Authorised : 1,000,000 Class B NRPS of RM1.00 each ii) Paid-up : NIL PRINCIPAL TERMS AND CONDITIONS (a) Names of parties involved in the proposed transaction (where applicable) (i) Principal adviser(s)/ Lead arranger(s) (ii) Arranger(s) Not applicable (iii) Valuers Not applicable (iv) Solicitors Wong & Partners (v) Financial adviser Not applicable (vi) Technical adviser Not applicable (vii) Guarantor (viii) Trustee AmMerchant Bank Berhad ("AmMerchant Bank") Not applicable (ix) Facility agent AmMerchant Bank (x) Primary Subscriber(s) and amount subscribed (where applicable) Bumiputra-Commerce Trustee Berhad Not applicable Page 3 of 25

5 (xi) Underwriter(s) and amount underwritten (xii) Syariah adviser (xiii) Central depository (xiv) Paying agent (xv) Reporting accountant (xvi) Others (please specify) - Security Trustee - Placee Not applicable Muamalah Financial Consulting Sdn Bhd Bank Negara Malaysia ( BNM ) BNM KPMG (b) Islamic principle used Bai Bithaman Ajil Bumiputra-Commerce Trustee Berhad AmMerchant Bank (c) Facility description The BaIDS is an Islamic debt securities programme which applies the underlying Islamic principle of Bai Bithaman Ajil or Deferred Payment Sale. To facilitate the financing under the principle of Bai Bithaman Ajil, the placee shall first purchase from the Issuer the Identified Asset(s) at the Purchase Price. The said asset(s) shall subsequently thereafter be resold to the Issuer at the Selling Price which comprises the Purchase Price and profit margin agreed between the Issuer and the placee. The Selling Price is payable over an agreed period by the Issuer in deferred instalments. The debt arising from the subsequent sale shall be evidenced and securitised by way of issuance of negotiable and non-interest bearing promissory notes (the Primary and Secondary BaIDS ). The Primary and Secondary BaIDS are called Syahadah Al-Dayn which means Certificates of Debt and may be traded in the secondary market under the Syariah principle of Bai al-dayn ( debt-trading ). Page 4 of 25

6 (d) Issue size (RM) Face value of RM60.0 million. (e) Issue price At par, discount or premium, based on the yield to maturity to be determined between the Issuer and placee prior to issuance of the Proposed BaIDS. (f) Tenor of the facility/ issue RM60.0 million nominal value of the Proposed BaIDS shall be issued in one lump sum within 6 months from the date of approval by the SC in the following tranches (hereinafter referred to as BaIDS Tranches ):- BaIDS Tranches Tenor (year) Principal Portion (Primary BaIDS) (RM million) Serial Serial Serial Serial Serial Serial Serial Serial Serial Serial Total 60.0 (g) Coupon/ profit or equivalent rate (%) (please specify) The profit rate(s) for all the series issued under the Proposed BaIDS shall only be determined prior to issuance. The SC will be notified of the applicable profit rate(s) upon finalization and prior to issuance of the Proposed BaIDS. Page 5 of 25

7 (h) Coupon/ profit payment frequency and basis Coupon/ profit payment frequency A series of profit payment shall be payable semi-annually in arrears with the first profit payment commencing six (6) months from the issuance date of the relevant tranche of the Primary BaIDS. The last profit payment for each tranche of the Primary BaIDS shall be paid on the respective maturity date of such tranche. Coupon/ profit payment basis Actual / Actual (i) Yield to maturity (%) The yield to maturity for all the series issued under the Proposed BaIDS shall only be determined prior to issuance. (j) Security/ collateral (if any) The SC will be notified of the applicable yield to maturity upon finalization and prior to issuance of the Proposed BaIDS. (a) Assignment of the Issuer's rights under the Operations and Maintenance Agreement ( OMA ) with Lekir Bulk Terminal Sdn Bhd ( LBT ) (with acknowledgment by LBT). Under the Assignment, the Fixed Project Consideration will be paid into the Proceeds Account while the remaining receivables under the OMA will be paid into account(s) nominated by the Issuer, unless upon an Event of Default whereby the Security Trustee shall have the sole discretion over the remaining receivables. Fixed Project Consideration means part of the operation fees payable by LBT to LMT under the terms of the OMA. The Fixed Project Consideration is to be paid by LBT on half-yearly basis through LBT s available Net Operating Cash Flow (as defined therein) for each contract year. Page 6 of 25

8 In the event of insufficient fund to satisfy the full payment of the Fixed Project Consideration, the balance unpaid shall be brought forward and added, free from interest, into the next payment period, and be accumulated in such a way, to be settled from future available Net Operating Cash Flow, until all amounts due have been fully settled. (b) Charge on the Designated Accounts (as defined hereinafter under Section (z)) of the Issuer into which the Fixed Project Consideration is to be paid by LBT. (c) Power of Attorney from the Issuer for the appointment by the security trustee (in the name of the Issuer) of a competent port operator as a sub-contractor of the Issuer to fulfill, in the event of nonperformance by the Issuer, the Issuer's obligations under the OMA. Note: The security arrangement herein shall only be perfected after the issuance of the Proposed BaIDS and upon redemption of the LMTC RPS (as defined below). (k) Details on utilisation of proceeds The issuance proceeds shall be utilized to part finance the redemption (approximately 65%) of the redeemable preference shares issued by LMT s subsidiary, namely LMT Capital Sdn Bhd ( LMTC ), to a consortium of financial institutions and a corporate shareholder of LMT (the redeemable preference shares shall hereinafter be referred to as the LMTC RPS ), with the balance (approximately 35%) funded by LMT s internal funds and/or a conversion into shares of LMT and/or set off against amounts owing by LMT to LMTC. Page 7 of 25

9 (l) (m) (n) Sinking fund (if any) Rating * Credit rating assigned (Please specify if this is an indicative rating) Not Applicable AA 3 (Indicative) * Name of rating agency Rating Agency Malaysia Berhad ( RAM ). Form and denomination Form The Proposed BaIDS shall be represented by global certificates issued in bearer form in accordance with the Rules on the Scripless Securities under the Real Time Electronic Transfer of Funds and Securities ( RENTAS ) System and/ or any other procedures/ guidelines issued by the relevant authority. The global certificates shall be deposited with the Central Depository and are exchangeable for definitive certificates only in certain limited circumstances. No physical delivery of the Proposed BaIDS is permitted. Denomination The Proposed BaIDS shall be issued in denomination and multiples of RM1.0 million (or such other denominations in accordance with the Rules on Fully Automated System for Issuing/ Tendering ( FAST ) and/ or any other relevant guidelines). (o) Mode of Issue Private placement without prospectus, made under the Rules on RENTAS. Issuance of the Proposed BaIDS will be reported in the FAST. (p) Selling restriction The Proposed BaIDS may not be offered or sold, directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia, other than to persons whose ordinary business is to buy and sell shares or debentures, whether as Page 8 of 25

10 (q) Listing status Not listed. principal or agent, and falling within any one of the categories of persons specified in Section 4(6) of the Companies Act, 1965 (as amended). (r) (s) Minimum level of subscription (RM or %) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained (please specify) 100% In the event the minimum level of subscription cannot be met, any consideration received for the purpose of subscription, where applicable, shall be returned to the subscribers. No other regulatory approvals are required in relation to the issue, offer or invitation of the Proposed BaIDS. (t) Identified assets Details of the Identified Assets are as follows:- Identified Assets Note 1 Net Book Value Note 2 (RM) Port structure 61,325, Note: 1. The port structure primarily includes amongst others, the main administration office building, surau, fresh water/ fire/ fighting/ pump house, security check point station, weighbridge station, container freight station, covered storage sheds (main warehouses) with annexed office, maintenance workshop, wharf, barge berth, main berth extension and storage yard shed. 2. This relates to net book value of the port structure as at 31 December 2003, as disclosed in Note 4.2 of LMT s audited financial statements for the year ended 31 Page 9 of 25

11 December (u) Purchase and selling price/ rental (where applicable) The value being ascribed to the Identified Asset(s) or part or portion thereof to be sold by the Issuer pursuant to the Bai Bithaman Ajil transactions shall be acceptable and approved by the Syariah Adviser and Lead Arranger. In any event, the issuance shall comply with the requirements under the Syariah Advisory Council Pricing Guidelines issued by the SC on 31 December Purchase Price Based on the yield to maturity and the profit rate(s) agreed between the Issuer and the relevant placee to be determined prior to the purchase of the Identified Asset(s) and the issuance of the Proposed BaIDS. Selling Price To be determined based on the Purchase Price and profit rate(s) to be agreed between the Issuer and the relevant placee prior to the sale of the Identified Asset(s) back to the Issuer. (v) Conditions precedent Including but not limited to the following in form and substance acceptable to the Lead Arranger: (a) Receipt of redemption statement from Commerce International Merchant Bankers Berhad ( CIMB ) stating the redemption sum for the LMTC RPS, together with CIMB s undertaking to deliver, upon payment of the redemption sum, the duly executed discharge of the Security Documents (as defined therein), the duly executed forms in connection with the discharge to be filed with the Companies Commission of Malaysia and all documents of title and title deeds held by CIMB; (b) Satisfactory financial and legal due diligence as required under the Securities Commission Act, 1993 (as amended); Page 10 of 25

12 (c) A resolution from the Board of Directors of the Issuer authorizing the Proposed BaIDS and approving the issuance of the Proposed BaIDS; (d) All relevant approvals for the issuance of the Proposed BaIDS have been obtained including from the SC and the Syariah Adviser; (e) Confirmation from the solicitors that the issue documentation, trust deed and other relevant documents pertaining to the Proposed BaIDS (collectively referred to as Issue Documents ) shall have been executed, stamped and presented for registration (where applicable); (f) The Issuer shall have furnished certified true copies of its Forms 24, 44 & 49, Memorandum of Articles of Association and a list of authorised signatories and their specimen signatures; (g) The Issuer shall have obtained a minimum rating of AA 3 from RAM at the point of issuance; (h) The Issuer shall have deposited into the Disbursement Account (if applicable) an amount sufficient to ensure that together with the issuance proceeds of the Proposed BaIDS, the then outstanding LMTC RPS can be fully redeemed; (i) The Fixed Project Consideration of RM3.24 million due in July 2004 shall have been credited into the Proceeds Account; (j) Any other conditions precedent as advised by the solicitors. (w) Representations and warranties The Proposed BaIDS shall be subject to such representations and warranties as may be deemed standard for a financing of this nature Page 11 of 25

13 deemed standard for a financing of this nature or as may be advised by the Lead Arranger s solicitors. These shall include, but not be limited to: i) The Issuer is a company duly established and existing under Malaysian law and it has the power and authority to enter into the business in which it is or proposes to be engaged; ii) iii) iv) The Issuer has the power to enter into, exercise its rights under and perform its obligations under the Issue Documents; The Issuer s entry into, exercise of its rights under and performance of the Issue Documents do not and will not violate any existing law or agreements to which it is a party; The Issue Documents create valid and binding obligations which are enforceable on and against the Issuer; v) Issuer s and its subsidiaries (if any) financial statements are prepared in accordance with generally accepted accounting principles and standards and they fairly represent the Issuer s and its subsidiaries (if any) financial position; and vi) save as disclosed in the information memorandum, no litigation or arbitration is current or, to the Issuer s knowledge, is threatened, which if adversely determined would have a material adverse effect on the ability of the Issuer to comply with the Issue Documents to which it is a party. (x) Events of default Standard events of default shall apply and shall include but not be limited to the following:- Page 12 of 25

14 (a) the Issuer fails to pay any amount due under the Proposed BaIDS or the documents pertaining to the Proposed BaIDS on the due date or on demand, if so payable; (b) the Issuer fails to observe or perform any of its obligations under the Issue Documents or under any undertaking or arrangement entered into in connection herewith or therewith, other than an obligation of the type referred to in (a) above and, in the case of a failure capable of being remedied, the trustee does not determine within 30 days, after the Issuer becomes aware or is notified of the failure, that it has been remedied to the trustee s satisfaction; (c) any indebtedness (including debt security obligations) of the Issuer becomes repayable by reason of default or any amount owing thereunder is not repaid on its due date or if any security for any debenture, moneys borrowed, guarantee or indemnity becomes enforceable; (d) any licence, authorisation, approval, consent, order or exemption is revoked, withheld or modified or is otherwise not granted or ceases for any reason to remain in full force and effect save and except for the natural expiry of the Concession Agreement dated 9 February 1993 (as supplemented and amended from time to time), and which in the opinion of the trustee will have a material adverse effect on the Issuer; (e) a petition is presented for the winding-up of the Issuer and the Issuer has not taken any action to set aside such petition within 14 days or any order is made for the winding up of the Issuer; (f) a receiver, receiver and manager, liquidator or trustee is appointed in respect of any part of or the whole of the assets of Page 13 of 25

15 the Issuer and is not discharged within 14 days; (g) the Issuer is for the purposes of section 218(2) of the Companies Act 1965 deemed to be unable to pay its debts as they fall due; (h) the Issuer undergoes any scheme of reconstruction, arrangement or compromise pursuant to Section 176 of the Companies Act, 1965 or there is declared by any competent court or authority, a moratorium on the payment of indebtedness or other suspension of payments generally; and (i) such other conditions applicable (including breach of representation and warranties, dissolution, illegality, nationalization and material adverse circumstances) as may be advised by the Lead Arranger s solicitors and any other events required to comply with the Guidelines on the Minimum Contents Requirements for Trust Deeds issued by the SC. Upon the occurrence of an event of default under the Proposed BaIDS, the trustee may upon receipt of the relevant instructions from the bondholders and subject to any cure rights and cure periods, declare that the outstanding Proposed BaIDS are immediately due and repayable, and exercise all its rights of enforcement on the security in accordance with the provisions available under the Issue Documents. (y) (z) Principal terms and conditions for warrants (where applicable) Other principal terms and conditions for the issue Designated Accounts Not applicable. The Issuer shall open and maintain the Designated Accounts with a bank to be agreed Page 14 of 25

16 by the security trustee, which shall include but not be limited to the following: a) Disbursement Account To remit and/or deposit issuance proceeds under the Proposed BaIDS and (if applicable) a sum equivalent to the amount stipulated herein under item (h) of the Conditions Precedent clause. The Issuer may only withdraw sums from the Disbursement Account for the purpose of redeeming the LMTC RPS. Any balance in the Disbursement Account shall be transferred into the Proceeds Account and the Disbursement Account shall be closed immediately thereafter. b) Proceeds Account All payments relating to the Fixed Project Consideration which is to be paid by LBT under the OMA shall be deposited into this account. The Proceeds Account shall be withdrawn for the purposes of redemption of the Proposed BaIDS or in payment to the Issuer as permitted hereunder in relation to the Additional Sums (as defined hereinafter). Amounts standing to the credit of the Proceeds Account may be invested in Syariah compliant investments with a minimum rating of AA 3 / P1 as directed by the Issuer and agreed to by the security trustee. The amount standing to the credit of the Proceeds Account shall be funded up to an amount sufficient to service the profit and principal payment maturing during the succeeding six (6) months period at least six (6) months prior to the payment date. The Issuer shall also undertake to provide a specific undertaking to top up any shortfall in the Proceeds Account Page 15 of 25

17 ( Additional Sums ) until the minimum credit balance standing to this account is equivalent to the next profit and principal payment due under the Proposed BaIDS at least six (6) months prior to the payment date. The security trustee shall monitor the Proceeds Account on a six-monthly basis to ensure adequacy of funds described above, failing which the security trustee shall call on LMT s undertaking to credit the Additional Sums into the Proceeds Account. The Issuer may withdraw the Additional Sums previously credited into the Proceeds Account should the subsequent credit balance in the Proceeds Account exceed the profit and principal payment maturing during the succeeding six (6) months period. All Designated accounts shall be Syariah Compliant. All Designated accounts shall be operated solely by the security trustee. Redemption Open Market Acquisition and Cancellation Compensation For Late Payment(s) ( Ta Widh ) The Proposed BaIDS will be fully redeemed on the maturity date at 100% of their nominal value, unless previously redeemed or purchased and cancelled. The Issuer may at any time purchase the Proposed BaIDS at any price in the open market or by private treaty, but these repurchased Proposed BaIDS shall be cancelled and cannot be reissued. In the event of overdue payment of any sums covenanted to be paid, the Issuer shall pay compensation on such overdue amounts at the rate and in the manner prescribed by the SC (and endorsed by its Syariah Advisory Council from time to time) and/ or the relevant governing authorities. Page 16 of 25

18 Trust Deed Positive Covenants The Proposed BaIDS shall be constituted by a trust deed, which shall be administered by the trustee, who shall then act on behalf of the holders of the Proposed BaIDS. So long as any of the Proposed BaIDS remains outstanding, the Issuer hereby covenants and undertakes, inter-alia, that it will: (a) Conduct of Business: carry on and operate its business and affairs with due diligence and maintain and keep in force and effect all material contracts, operating licenses and rights necessary for the conduct of its business; (b) Preparation of Accounts: keep proper books and accounts at all times and provide the trustee or its agents access to such books; (c) Information: deliver to the trustee: (i) within 180 days after the end of each of its financial periods copies of its audited financial statements; (ii) within 90 days after the end of each half of its financial periods copies of its unaudited financial statements; (iii) all notices or other documents in relation to the Proposed BaIDS, dispatched by the Issuer to its shareholders or its creditors generally; (iv) such additional financial or other information as the trustee may from time to time reasonably request or may require to the extent permitted by law; (v) a certificate of the Issuer annually, certifying that: 1) the Issuer has observed and Page 17 of 25

19 performed all covenants and obligations; 2) no Event of Default has occurred since the issue of the Proposed BaIDS and if an Event of Default has occurred or did exist since the date of the issue of the Proposed BaIDS, the details of such Event of Default; (d) Obligations: perform and carry out all and any of its obligations under the Issue Documents; (e) Event of Default: notify the trustee if the Issuer becomes aware of the occurrence of an Event of Default; (f) Notification: (i) procure the paying agent to notify the trustee if the amounts received by the paying agent from the Issuer pursuant to the depository and paying agency agreement are insufficient to satisfy all payments then due in respect of the Proposed BaIDS; (ii) notify the trustee upon becoming aware of the following: (1) any substantial change in the nature of its business; (2) any change in its withholding tax position or taxing jurisdiction; (3) any change in the usage of the utilisation proceeds arising from the issuance of the Proposed BaIDS; (4) any other matter that may materially prejudice the interest of the Proposed BaIDS holders; (5) any circumstances that has occurred that would materially prejudice the Issuer; Page 18 of 25

20 (g) Insurance: maintain all insurance necessary for its business and as required under the OMA (except to the extent waived by LBT); (h) Claims: use its best efforts to pursue claims against third parties; (i) Shareholding: cause and ensure that the current shareholders remain unchanged unless with the prior consent of the Trustee (where consent shall not be unreasonably withheld); (j) Financial Ratios: maintain the Debt to Equity Ratio of not exceeding 70:30. The Debt to Equity Ratio is defined as follows:- Debt: means any indebtedness of the Issuer of the following nature:- (a) (b) (c) (d) (e) (f) amounts raised by way of a facility for loan or advance or borrowing or guarantee (including, without limitation, under the Issue Documents but excluding any subordinated loans provided by any shareholder); amounts raised by acceptance under any acceptance credit facility; amounts raised under any note purchase facility or by the issue of notes, bonds, debentures or other securities; the amount of any liability in respect of the capital portion of any finance lease; the amount of any liability in respect of the capital portion of any contracts for hire purchase in excess of the aggregate amount of RM10,000,000.00; the amount of any contingent liability under any guarantee by the Issuer of Page 19 of 25

21 (g) (h) (i) the indebtedness for borrowed money owed by any other person but excluding the amount of any contingent liability under any guarantee of the performance of the Issuer s normal trading obligations; the net exposure in respect of any interest or foreign exchange rate hedging arrangements entered into in respect of financial indebtedness determined in accordance with the terms of the agreement constituting the arrangement (and, for this purpose, assuming early termination of the relevant agreement); the amount of any liability in respect of the principal portion of any deferred payment contracts; and any other transaction having the commercial effect of a borrowing including, without limitation, forward sale or purchase agreements and conditional sale agreements but excluding transactions entered into on normal commercial trading terms. Equity: in relation to the Issuer, means, the aggregate of:- (a) (b) the par value of the ordinary and preference share capital of the Issuer for the time being issued and paidup; the amounts standing to the credit of the capital and revenue reserve (including share premium accounts, capital redemption reserve fund, profit and loss account and revaluation reserve) of the Issuer; all as shown in the then latest audited and consolidated financial statements of the Issuer prepared Page 20 of 25

22 consistently in accordance with generally accepted accounting principles in Malaysia but after (to the extent not taken into account for the purposes of (a) and (b) above):- (i) making such adjustment as may be appropriate in respect of any variation in the issued and paidup share capital, the share premium account and the capital redemption reserve fund of the Issuer since the date of the latest audited and consolidated financial statements; (ii) deducting:- (aa) an amount equal to any distribution by the Issuer out of profits earned prior to the date of its latest audited and consolidated balance sheet and which have been declared; recommended or made since that date except so far as provided for in such balance sheet; (bb) any debit balances on profit and loss account; (cc) any amounts arising from such unaudited writing up after the date of this Deed of the book values of any property of the Issuer (any increase in the book value of the property which results from its transfer being deemed for this purpose to have arisen from a writing-up); (dd) deferred tax and an Page 21 of 25

23 appropriate amount for any tax which is payable on the actual realization of any land or buildings of the Issuer at the amounts which they have been realized (only in the event where a revaluation is booked into reserves); (ee) if not otherwise deducted any amount included in such accounts attributable to minority interest (if any); (k) OMA: perform and carry out all and any of its obligations under the OMA; (l) Any other customary covenants as advised by the Lead Arranger, Syariah Adviser and solicitors and any other covenants required to comply with the Guidelines on the Minimum Contents Requirements for Trust Deeds issued by the SC. Negative Covenants The Issuer shall not without the prior written consent of the trustee, inter-alia:- a) Share Capital: reduce its authorised and/ or issued ordinary shares save and except for redemption of preference share capital and any decrease in its issued capital resulting from purchases of its own shares pursuant to Section 67(A) of the Companies Act 1965; b) Constitutional Documents: amend its Memorandum and/ or Articles of Association in any manner which would materially and adversely affect the Issuer or its ability to perform its obligations under the Proposed BaIDS; c) Borrowings: incur, assume, guarantee or permit to exist any Debt that will in Page 22 of 25

24 aggregate exceed its Debt to Equity Ratio of 70:30; d) Change in Nature of Business: change the nature of its present business; e) Dissolution: dissolve its affairs or consolidate with or merge with any other person or allow any other person to consolidate or merge; f) Disposal of Assets: save for the Leasehold Industrial Land, dispose of any such assets which will materially and adversely affect its business operations; g) Contracts: in the case where any amendment of the OMA such as to waive, relinquish or agree to any limitation of the Issuer s rights under the OMA will change, revise or in any way affect the Fixed Project Consideration, amend any such terms in the OMA; and in the case where any such amendment of the OMA will not change, revise or in any way affect the Fixed Project Consideration, amend any such terms in the OMA if it will materially and adversely affect the operations or financial conditions of the Issuer; h) Dividends: declare/ pay dividends, make any distribution to equity investors or payment on any subordinated debt if: 1) an Event of Default has occurred, is continuing and has not been waived; 2) the amount standing to the credit of the Proceeds Account is at any time less than the profit and principal payment due under the Proposed BaIDS within the next six (6) months; i) Any other customary covenants as advised by the Lead Arranger, Syariah Adviser and Page 23 of 25

25 Clear Market Changes in Circumstances Adverse Market Taxation solicitors and any other covenants required to comply with the Guidelines on the Minimum Contents Requirements for Trust Deeds issued by the SC. The Issuer undertakes to ensure that until thirty (30) days after the initial issuance date(s) of the Proposed BaIDS, no other debt instruments or securities to be issued by the Issuer and/ or its subsidiary, including the Proposed BaIDS, are mandated, placed or syndicated directly or on its behalf without the prior written consent of the Lead Arranger. If at any time prior to the issuance of the Proposed BaIDS, as a result of any change in applicable law, regulation or regulatory requirement or in the interpretation or application thereof or if compliance by the Lead Arranger with any applicable direction, request or requirement (whether or not having the force of law) will impose on the Lead Arranger any condition, burden or obligation then the commitment of the Lead Arranger to arrange/ subscribe (as the case may be) for the Proposed BaIDS will terminate. At any time prior to the issuance of the Proposed BaIDS, the Lead Arranger reserves the right to withdraw/ terminate the arrangement of this Proposed BaIDS if there occurs any change in the national or international financial, political or economic conditions, including but not limited to adversities in international/ domestic money, capital or syndicated loan markets, the business activities or financial position of the Issuer which in the opinion of the Lead Arranger will materially affect offering and distribution of the Proposed BaIDS or dealings in the Proposed BaIDS in the secondary market upon successful completion of the Proposed BaIDS. All payment by the Issuer in respect of the Proposed BaIDS shall be made subject to any Page 24 of 25

26 Incidental Expenses & Legal Fees Currency Documentation Governing Law withholding or deductions for or on account of any present or future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of any authority having power to tax and the Issuer shall not gross up in connection with such withholding or deduction on these payments. All legal and professional fees, the cost of duediligence exercises, stamp duties (where applicable), taxes, Syariah Adviser s fee and any other out-of-pocket expenses, incurred pursuant to the Issuer s acceptance of the Proposed BaIDS and for purposes of preparation and submission of this application/ prospectus/ information memorandum (as the case may be) and the preparation of security documentation (if applicable, notwithstanding non issuance of the Proposed BaIDS by the Issuer) shall be borne by the Issuer on the basis that prior approval of the Issuer is obtained. Ringgit Malaysia. Standard documentation satisfactory to all parties concerned incorporating clauses normal and customary for a financing of this nature and/ or as advised by the Lead Arranger s solicitors and/ or the Syariah Adviser(s). The Laws of Malaysia. Page 25 of 25