INVERFIN SDN BHD. Appendix 1. Principal Terms and Conditions of the Proposal

Transcription

1 INVERFIN SDN BHD Proposed issue of, offer for subscription or purchase of Commercial Papers and/or Medium Term Notes of up to RM200.0 million in nominal value pursuant to a Commercial Papers/Medium Term Notes Issuance Programme Appendix 1 Principal Terms and Conditions of the Proposal

2 Principal Terms and Conditions of the Proposal BACKGROUND INFORMATION 1. Issuer (i) Name : Inverfin Sdn Bhd ( Inverfin ) (ii) Address : Registered Address 20 th Floor AmBank Group Building No. 55 Jalan Raja Chulan Kuala Lumpur (iii) Business Registration No. : A (iv) Date/Place of Incorporation : 15 December 1984 / Kuala Lumpur (v) Date of Listing (in case of a public listed company) : Not applicable (vi) Status : Non-Resident controlled company Non-Bumiputera controlled company (vii) Principal Activities : The principal activities of Inverfin include property investment and office management (viii) Board of Directors (as at 6 June 2007) : Name of Director s Cheng Yong Liang Cheng Kok Chin Tang Wan Chee (F) Andrew James Kennewe ll Chan Say Positions IC or Passport No. (P) Nationality Director S C(P) Singaporea n Managing Director Director Malaysian Malaysian Director E (P) Australian Director Malaysian

3 Yeong 5005 Tan Jen Lai (F) Ong Kek Seng Director S I (P) Singaporea n Alternate Director to Cheng Yong Liang Malaysian (ix) Structure of shareholdings and names of shareholders or, in the case of public company, names of all substantial shareholders : Shareholders Menara Citi Holding Company Sdn Bhd ( MCHC ) CapitaLand Limited ( CapitaLand ) Amsteel Corporation Berhad Direct No. of Ordinary Shares Total 10,000,00 3 % Indirect No. of Ordinary Shares 5,000, ,000, ,000, % (x) Authorised and paid-up capital : Share Capital as at 6 June 2007 Authorised Capital Share Description RM25,000, divided into 24,400,000 ordinary shares of RM1.00 each and 60,000,000 preference shares of RM0.01 each Issued and Fully Paid-up Capital RM10,000, divided into 10,000,003 ordinary shares of RM1.00 each (a) Names of parties involved in the proposed transaction (where

4 applicable) (i) Principal Adviser(s)/ Lead Arranger(s) : Citibank Berhad ( Citibank ) (ii) Arranger(s) : Not applicable (iii) Valuers : Not applicable (iv) Solicitors : Messrs Zaid Ibrahim & Co. as transaction counsel; and Messrs Shook Lin & Bok as due diligence counsel (v) (vi) Financial Adviser Technical Adviser : Not applicable : Not applicable (vii) Guarantor : Not applicable (viii) Trustee : Mayban Trustees Berhad (ix) Facility Agent : Citibank (x) (xi) (xii) Primary Subscriber(s) and Amount subscribed (where applicable) Underwriter(s) and amount underwritten Central Depository : Not applicable : Not applicable : Bank Negara Malaysia ( BNM ) (xiii) Paying Agent : BNM (xiv) (xv) Reporting Accountant Others (please specify) : Not applicable : Security Agent Aseambankers Malaysia Berhad

5 (b) Facility Description : Commercial Papers ( CPs ) and/or Medium Term Notes ( MTNs ) (collectively, CPs/MTNs ) Issuance Programme ( CP/MTN Programme ) (c) Issue Size (RM) : Up to RM200.0 Million Tranche Issue Amount (up to RM million) A B 40.0 Total (d) Issue Price (RM) : CPs The CPs shall be issued at a discount to face value and the price payable for each CP purchased shall be calculated in accordance with the formula specified in the Rules on Fully Automated System for Issuing/Tendering ( FAST ) issued by BNM ( FAST Rules ) for Private Debt Securities ( PDS ) or in the rules governing such issues and approved by BNM MTNs The MTNs shall be issued at par, discount or premium to face value. The price payable for each MTN purchased shall be calculated in accordance with the formula specified in the FAST Rules or in the rules governing such issues and approved by BNM (e) Tenor of the Facility/Issue (f) Interest/Coupon (%) (please specify) : The CP/MTN Programme Seven (7) years legal maturity ( Legal Maturity Date ) with five and a half (5.5) years expected maturity ( Expected Maturity Date ) from the date of first issuance. The first issuance under the CP/MTN Programme shall be made within two (2) years from the date of the SC s approval. The Issue CPs: Not less than one (1) month and not more than twelve (12) months provided that the CPs mature prior to the expiry of the CP/MTN Programme. MTNs: More than twelve (12) months and not more than eighty four (84) months provided that the MTNs mature prior to the expiry of the CP/MTN Programme. : CPs Not applicable to CPs as the CPs will be issued at a discount to face value

6 MTNs The rates for MTNs shall be determined upon issuance in the following manner: (i) tender via FAST in accordance with the formula specified in the FAST Rules; or (ii) book-build process; or (iii) at an agreed yield between the Issuer and the relevant investor(s) under private placement (g) (h) Interest/Coupon Payment Frequency Interest/Coupon Payment Basis : CPs Not applicable to CPs as the CPs will be issued at a discount to face value MTNs The coupon of the MTNs shall be payable semi-annually if the MTNs of a particular issue are not zero coupon MTNs : CPs Not applicable to CPs as the CPs will be issued at a discount to face value MTNs The coupon payment of the MTNs shall be on Actual/365 days basis (i) Yield to Maturity (%) : To be determined upon issuance (j) Security/Collateral (if any) : The CPs/MTNs are secured against: First legal charge over the Property (as defined in item 2(x)(D) below) prior to the redemption of the existing borrowings, the charge will be a second legal charge over the Property ranking after the existing first legal charge; First party assignment of Transaction Accounts (as defined in item 2(x)(A) below); Upon redemption of the existing borrowings, first party assignment of insurance policies; Upon redemption of the existing borrowings, first party assignment of all rental income in respect of the Property and other income (including but not limited to distributions, if any, received by the Issuer from the management corporation, and sale proceeds of the Property);

7 First party Debenture over all present and future assets of the Issuer prior to the redemption of the existing borrowings, the Debenture will be a second Debenture over all present and future assets of the Issuer ranking after the existing Debenture; and Power of Attorney ("PoA") - an irrevocable and unconditional PoA granted by the Issuer to the Security Agent, which may be used by the Security Agent in the event that it needs to sell the Property following the occurrence of a Trigger Event (as defined in item 2(x)(F) below). As the PoA (which will be contained in the Debenture to be granted to the Security Agent) will effectively give the Security Agent all the powers that the Issuer has in respect of the Property, the Security Agent may execute all documents as may be deemed necessary for the purpose of selling the Property pursuant to a Trigger Event, and such documents will be valid, binding and effective as if the Issuer itself had executed such documents. (k) Details on utilisation of proceeds (l) Sinking fund (if any) (m) Rating - Indicative Credit Rating Assigned : The Issuer will utilise the proceeds raised from the CP/MTN Programme in the following manner: Purpose (i) Drawdown of Tranche A issuance: To refinance existing borrowings, payment of issuance related expenditure, capital expenditure and working capital; and (ii) Drawdown of Tranche B issuance: Balance thereof, for future capital expenditure and working capital requirements. : Not applicable Amount (up to RM million) Total : MARC-1/AAA for the Tranche A and MARC-1/AA for Tranche B respectively

8 - Name of Rating Agency (n) Form and Denomination : Malaysian Rating Corporation Berhad ( MARC ) : The CPs and MTNs shall be represented at all times by global certificates issued in bearer form (exchangeable for definitive certificates only in limited circumstances) and in multiples of RM1,000, each (o) Mode of Issue : Tender Basis The Principal Adviser shall invite a selection of financial institutions and investors to participate as Tender Panel Members ( TPMs ) to bid competitively for the CPs and MTNs to be issued under the CP/MTN Programme. The composition of the TPMs may be varied from time to time by the Principal Adviser/Facility Agent in consultation with the Issuer Book-build/Private Placement The CPs and MTNs could alternatively be issued pursuant to a book-building process on a best effort basis to be undertaken by the Principal Adviser as book-runner or be placed privately via the Facility Agent to selected investors at an agreed yield between the Issuer and such investors (p) Selling Restriction : The CPs and MTNs may not be issued, offered or sold, directly or indirectly, nor may any document or other materials in connection therewith be distributed in Malaysia, other than to categories of persons specified in Section 4(6) of the Companies Act, 1965 (as amended) of Malaysia, subject to any law, order, regulation or official directive of BNM, SC and/or any other regulatory authority from time to time. In addition, if any subsequent offer or sale of the CPs and MTNs or any distribution of any document or other material in connection therewith is to be conducted in any jurisdiction other than Malaysia, the applicable laws and regulations of such jurisdiction will also have to be complied with prior to any such offer, sale or distribution. In any event, the selling restrictions set out above have to be complied with. The CPs/MTNs shall be tradeable on the secondary market on a willing-buyer willing-seller basis. (q) Listing Status : The CPs and MTNs will not be listed on any exchange (r) Minimum Level of Subscription (RM or %) : In relation to the first issuance under the CP/MTN Programme, the minimum level of subscription for such issuance shall be equal to 100%. In relation to the subsequent issuance where the entire

9 proceeds are to be utilised for capital expenditure, working capital and/or rollover requirements, there will be no minimum level of subscription for such issuance. (s) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained (please specify) : None (t) Conditions Precedent : Issuance of CPs/MTNs under the CP/MTN Programme is subject to compliance with conditions precedent including but not limited to the following: (i) All transaction documents of the CPs/MTNs duly executed and duly endorsed as exempted from payment of stamp duty under Stamp Duty Exemption (No. 23) Order 2000; (ii) Approval of the SC in writing; (iii) Approvals or resolutions from the Issuer s Board of Directors authorising the CP/MTN Programme and the execution of all relevant documents thereto; (iv) Receipt by Facility Agent of certified true copies of the Issuer s certificate of incorporation and the memorandum and articles of association and the latest Forms 24, 44 and 49; (v) Receipt of the company search result conducted on the Issuer; (vi) Receipt of the winding-up search report conducted on the Issuer with confirmation from the Official Receiver that the Issuer has not been wound up; or a statutory declaration by the Issuer to the same effect; (vii) Confirmation from MARC in writing that the CP/MTN Programme has been accorded the ratings of MARC- 1/AAA and MARC-1/AA respectively; (viii) Legal opinion from the transaction counsel as to (1) the legality, validity and enforceability of all legal documentation, (2) all security documents have been duly perfected, and (3) confirmation that all the conditions precedent have been fulfilled; (ix) Legal opinion from the due diligence counsel that the legal due diligence in relation to the CP/MTN Programme have been undertaken and conducted to the satisfaction of the Lead Arranger;

10 (x) (xi) Evidence that the Issuer has opened the Transaction Accounts (as defined in item 2(x)(A) below); and Evidence in writing to the respective insurance company(ies) to request endorsement of the Security Agent as the chargee/loss payee (u) Representations and Warranties : Representations and warranties usual and customary for a programme of this nature, including but not limited to: (i) the Issuer is duly incorporated with limited liability under the Companies Act, 1965 and is validly existing as a separate legal entity and has full power to own its assets and carry on its existing business; (ii) the memorandum and articles of association of the Issuer incorporate provisions which authorise, and all necessary corporate and other relevant actions have been taken to authorise, and all relevant consents and approvals of any administrative, government or other authority or body in Malaysia have been duly obtained and are in full force and effect which are required to authorise, the Issuer to execute, deliver and perform the transactions contemplated in the transaction documents in accordance with their terms; (iii) neither the execution and delivery of the transaction documents nor the performance of any of the transactions contemplated in the transaction documents will contravene or constitute a default under any provision contained in any agreement, instrument, judgment, order, licence, permit or consent by which the Issuer or any of its assets is bound or affected; (iv) each of the transaction documents is or will when executed and/or issued, as the case may be, be in full force and effect and constitutes, or will when executed or issued, as the case may be, constitute valid and legally binding obligations of the Issuer enforceable in accordance with its terms; and (v) no Event of Default has occurred or is continuing (v) Events of Default : The events of default for the CP/MTN Programme shall include but not be limited to: (i) Subject to three (3) business days grace period, failure of the Issuer to pay interest when due or principal on the MTNs on the Legal Maturity Date, or redemption of the CPs when due or such dates as the parties may agree; (ii) A scheme of arrangement under section 176 of the

11 Companies Act 1965 has been entered into with the Issuer among its creditors which will materially and adversely impair or prejudice the Issuer s ability to comply with the terms and conditions of the CPs/MTNs or the provisions of the trust deed or any document relating to the issue, offer or invitation in respect of the CPs/MTNs; (iii) A trustee, liquidator, receiver or similar officer has been appointed over the whole or a substantial part of the business or assets of the Issuer; (iv) Any other indebtedness of the Issuer becomes due and payable prior to its stated maturity or where the security created for any other indebtedness becomes enforceable which will materially and adversely affect the ability of the Issuer to perform its obligations under the transaction documents. For purposes of this item 2(v)(iv), indebtedness shall mean any obligation (whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for the payment or repayment of monies borrowed by the Issuer from any bank and/or financial institution or insurance companies; (v) There is a revocation, withholding or modification of a license, authorisation or approval that materially and adversely impairs or prejudices the Issuer s ability to comply with the terms and conditions of the CPs/MTNs or the provisions of the trust deed or any document relating to the issue, offer or invitation in respect of the CPs/MTNs; (vi) Insolvency of the Issuer; (vii) Any provision of any transaction document is or becomes invalid, illegal, void or unenforceable or if any law is brought into effect which purports to render ineffective or invalid any provision of any of the transaction document, and in the case of such ineffectiveness, illegality, voidability or unenforceability which in the reasonable opinion of the Trustee is capable of being remedied, the Issuer does not take any steps or action to remedy the ineffectiveness, illegality, voidability or unenforceability within a period of thirty (30) days following the service by the Trustee on the Issuer of a notice requiring the same to be remedied or after the Issuer becomes aware of the failure, whichever is the earlier; (viii) Any representation, warranty or statement which is made or given by the Issuer under the transaction

12 documents proves to be incorrect or misleading in any material respect on or as of the date made or given or deemed made or given, and in the case of a failure which in the reasonable opinion of the Trustee is capable of being remedied, the Issuer does not take any steps or action to remedy the failure within a period of thirty (30) days upon the Issuer becoming aware or having been notified by the Trustee of the failure; (ix) The Issuer fails to observe or perform its obligations under any of the transaction documents or under any undertaking or arrangement entered into in connection therewith other than the obligation of the type referred to in (i) above, and in the case of a failure which in the reasonable opinion of the Trustee is capable of being remedied, the Issuer does not take any steps or action to remedy the failure within a period of thirty (30) days upon the Issuer becoming aware or having been notified by the Trustee of the failure; (x) The Issuer fails to satisfy any judgment passed against it by any court of competent jurisdiction and no action has been taken to set aside or to appeal against such judgment within the time prescribed by law; (xi) All or a material part of the property or assets of the Issuer shall be condemned, seized or otherwise appropriated or nationalised by any person acting under the authority of the Government of Malaysia; (xii) The Issuer materially changes the nature or scope of its business, suspends or ceases a substantial part of its present business operations; (xiii) There is a material adverse change in the business, financial position and operations of the Issuer; and (xiv) Such other events of default as are prescribed by the SC s Guidelines on the Minimum Contents Requirements for Trust Deeds Upon the declaration of an Event of Default, the holders of the CPs/MTNs through the Security Agent and/or the Trustee shall have recourse against the Security/Collateral (as defined in item 2(j) above) and such other remedies available under the transaction documents. (w) Principal terms and conditions for warrants (where : Not applicable

13 applicable) (x) Other principal terms and conditions for the issue A. Transaction Accounts : Revenue Account The Issuer shall open and maintain a Revenue Account that is jointly operated by the Issuer and the Security Agent to capture all rental income, other income and proceeds from disposal of the Property pursuant to the Security Agent exercising its rights under the PoA. The Revenue Account is charged to the Security Agent. Funds in the Revenue Account shall be applied to meet the following permitted expenditure in the following order of priority: (i) Payment of any taxes due and payable by the Issuer; (ii) Building up and maintaining the required Minimum Required Amount (as defined in item 2(x)(C) below); (iii) Deposit into the Operations Account, a fixed sum in accordance with a pre-approved annual budget, for payment of expenses on a monthly basis; (iv) Payment of coupon on Tranche A when due and payable; (v) Payment of coupon on Tranche B when due and payable; (vi) Payment of principal on Tranche A when due and payable; (vii) Payment of principal on Tranche B when due and payable; (viii) Amount set aside for unforeseen additional capital expenditure; and (ix) Any excess to be deposited into the Dividend Account. The initial amount of the Minimum Required Amount shall be built up progressively from the first issuance under the CPs/MTNs on a monthly basis (i.e. 1/6 every month), for the first six (6) months and thereafter Issuer shall maintain the Minimum Required Amount. If the then prevailing Minimum Required Amount is not maintained, the Issuer shall, within a period of one (1) month from the date such shortfall occurs, deposit and/or cause to be deposited into the Revenue Account such amount of monies necessary to maintain the

14 then prevailing Minimum Required Amount. Funds held in the Revenue Account may be utilised for investments in Permitted Investments (as defined in item 2(x)(E) below), provided always that such Permitted Investments shall mature and the proceeds be remitted to the Revenue Account no later than five (5) business days before any payment obligations become due and payable. After a Trigger Event has occurred, funds in the Revenue Account shall be utilised for payment in the following order: (i) Payment of any taxes due and payable by the Issuer; (ii) Deposit into the Operations Account monies for payment of expenses on a monthly basis; (iii) Payment of coupon on Tranche A when due and payable; (iv) Payment of coupon on Tranche B when due and payable; (v) Payment of principal on Tranche A; (vi) Payment of principal on Tranche B; and (vii) Thereafter, any excess funds in the Revenue Account are to be returned to the Issuer. Upon the occurrence of an Event of Default, funds in the Revenue Account shall be utilised for payment in the following order: (i) Payment of any taxes due and payable by the Issuer; (ii) Deposit into the Operations Account monies for payment of expenses on a monthly basis; (iii) Payment of coupon and principal on Tranche A; (iv) Payment of coupon and principal on Tranche B; and (v) Thereafter, any excess funds in the Revenue Account are to be returned to the Issuer, provided always that in the event that the Property has been disposed off, the proceeds from such disposal shall be utilised for payment of item (i), (iii) and (iv) above in priority. Operations Account The Issuer shall open and maintain an Operations Account that is solely operated by the Issuer for the purpose of managing the Expenses (as defined in item 2(x)(B) below) of the Property. The Operations Account is charged to the Security Agent. The funds in this account will be applied to meet the projected expenditure.

15 Dividend Account The Issuer shall open and maintain a Dividend Account that is jointly operated by the Issuer and Security Agent for the purpose of making dividend payment. The Dividend Account is charged to the Security Agent. Payment of dividends from this account is subject to the Issuer meeting the Financial Covenants (as defined in item 2(x)(M) below). Upon an Event of Default or Trigger Event, all the Transaction Accounts will solely be operated and managed by the Security Agent in accordance to the Security Agent Agreement executed between the Security Agent and the Issuer. B. Expenses : Expenses shall include but not limited to all budgeted operating expenses, which include utilities, repayment of rental deposits, quit rent, assessment, capital expenditure, annual rating fees, audit, tax agent, trustee, facility, depository and paying agent fees C. Minimum Required Amount : The Minimum Required Amount which is to be set aside in the Revenue Account shall be sufficient to provide cover for six (6) months coupon on the Tranche A and Tranche B MTNs referred to in item 2(x)(A) above D. Property : The building known as Menara Citibank located at 165 Jalan Ampang, Kuala Lumpur and held under Strata Geran 43731/ M1-A/B1-B5, 1-51/1 Seksyen 63 Lot 313 Bandar Kuala Lumpur Daerah Wilayah Persekutuan Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur together with the following accessory parcels: TKB5-A4, TKB4-A8, TKB2-A16, TKB1-A20, A21, A22, A23, A24, TK5-A25, TKB3-A12 E. Permitted Investments : Permitted Investments shall include but not be limited to: (a) Securities issued or guaranteed by the Government of Malaysia and /or BNM; (b) Securities which are rated AAA/P1 or MARC-1 by the local rating agencies; (c) Deposits with licensed financial institutions; and (d) Any other investments approved by Security Agent F. Trigger Events : A trigger event occurs on the following circumstances: (a) The Issuer does not redeem the CPs/MTNs on the Expected Maturity Date. In this instance, the Security Agent will step in and initiate the sale of the Property

16 on behalf of the Issuer and holders of the CPs/MTNs. However, the CPs/MTNs that are not redeemed on the Expected Maturity Date do not constitute an Event of Default for as long as the scheduled interest payments continue to be made by the Issuer; or (b) Failure by the Issuer to maintain the Minimum Required Amount as described under the Revenue Account G. Availability : Upon completion of all documentation and (unless waived by the Facility Agent) compliance with the Conditions Precedent to the satisfaction of the Facility Agent H. Status : The CPs and MTNs shall constitute direct, unconditional, unsubordinated and secured obligations of the Issuer and Tranche A shall rank first, followed by Tranche B with all other present and future direct, unconditional, unsubordinated and secured obligations of the Issuer, except those obligations preferred by law I. Redemption : The CPs and MTNs, unless previously redeemed purchased and cancelled, shall be redeemed by the Issuer at one hundred per cent (100%) of their nominal value upon their respective maturities J. Purchase and Cancellation K. Notice to the Facility Agent : The Issuer or any of its related corporation shall be entitled to purchase any CPs and MTNs outstanding from the open market by way of private treaty. Any CPs and MTNs purchased by the Issuer must be cancelled and will not be available for resale. Any CPs and MTNs while held by any of the Issuer s related corporations shall not entitle the holder(s) to vote at any of the CPs and MTNs holders meeting : The Issuer shall give seven (7) business days notice to the Facility Agent of its intention to make any CPs or MTNs issue. For the initial issue, the Issuer is required to give ten (10) business days notice to the Facility Agent of its intention to make a CP or MTN issue L. Covenants : Covenants typical of such issues, including but not limited to the following: 1. Negative pledge; 2. Notification of occurrence of any Event of Default; 3. Delivery to the Trustee copies of audited statements on a yearly basis and interim unaudited financial statements on a half-yearly basis; 4. Other covenants as required under the Guidelines on the Minimum Contents Requirements for Trust Deeds

17 issued by the SC; and 5. Maintenance of minimum security coverage of 1.43 times at all times in accordance with the following formula: Market value of the Property Amount outstanding on the CP/MTN Programme 1.43 times Unless with prior consent from the holders of the CPs/MTNs: 6. The Issuer shall not, during the tenor of the transaction, undertake any activities other than the ownership of Property, collection of rentals, payment of operating expenses relating to the management of the Property and repayment of debt obligations under the CPs/MTNs; 7. Save and except for: (a) the indebtedness incurred or to be incurred in connection to the issuance of the CPs/MTNs; and (b) any indebtedness incurred or to be incurred by the Issuer similar in nature as that incurred in connection with bank guarantees provided as security for payments of utilities and/or lawful outgoings and/or payments to local authorities, the Issuer shall not incur or assume additional indebtedness except in connection to the issuance of the CPs/MTNs. For the avoidance of doubt, any such indebtedness approved by the holders of the CPs/MTNs must be subordinated to the CPs/MTNs; 8. The Issuer shall not enter into any amalgamation, demerger, reconstruction or winding-up of itself which would materially and adversely affect its ability to perform its obligations; 9. The Issuer will not make any loans to its directors, shareholder(s) or its related associated companies; 10. Limitation to expenses up to ten per cent (10%) in excess of annual budgeted to be provided by the Issuer on an annual basis. For the avoidance of doubt, where operating expenses and/or capital expenditure in relation to the Property which have been approved by the Issuer s board of directors (but not included in the annual

18 budget) are funded by proceeds from the CP/MTN Programme, no consent from the holders of the CPs/MTNs would be required; and 11. No divestment of shares in the Issuer shall be undertaken which will result in the aggregate shareholdings of MCHC and CapitaLand being reduced to below eighty per cent (80%). For the avoidance of doubt: (a) the approval of the holders of the CPs/MTNs would not be required at all, but notification of such divestment shall be provided to the holders of the CPs/MTNs upon completion of such divestment, where such divestment of shares is to a person or entity ( Transferee ): (i) which is a related corporation or associated company of MCHC and/or CapitaLand and/or the ultimate shareholders of MCHC and/or CapitaLand; or (ii) which is a real estate investment trust or such other property trust, initiated, established, originated or controlled, directly or indirectly, by MCHC and/or CapitaLand and/or the ultimate shareholders of MCHC and/or CapitaLand (including CapitaCommercial Trust or Quill Capita Trust); or (iii) whose corporate rating is at least that of AA; or (iv) which is wholly owned by another entity whose corporate credit rating is at least that of AA and which continues to hold at all times during the duration of the CP/MTN Programme one hundred per cent (100%) equity shareholding in the Transferee; (b) where the prior approval of the holders of the CPs/MTNs is required to be obtained for the purpose of this covenant, such approval shall be deemed to have been obtained if the holders of the CPs/MTNs holding an aggregate of fifty per cent (50%) of the nominal value of the CPs/MTNs for the time being outstanding approve

19 M. Financial Covenants : To maintain 1.50 times of financial service cover (after dividend payment) in accordance with the following formula: Opening Cash Balance at the start of the Period or Interim Period + Net Cashflow for the Period or Interim Period Dividends payable for the Period or Interim Period Interest Service for the Period or Interim Period 1.50 times Period means a financial period of a full financial year. Interim Period means a financial period shorter than a full financial year. N. Insurance Policy : The Issuer shall during the tenor of the CP/MTN Programme take up a comprehensive insurance policy on the Property against loss, destruction, damage by fire, storm or tempest with any Malaysian insurance company(ies) O. Taxation : All payments in respect of the CPs/MTNs will be made by the Issuer after deducting or withholding any amount for or on account of any present or future taxes or duties of whatsoever nature imposed or levied by the Government of Malaysia or any authority thereof or therein having power to tax and which are required by law to be deducted or withheld. The Issuer shall not be required to pay any additional amount in respect of any such deduction or withholding or payment of principal or interest for or on account of any such taxes and duties. P. Jurisdiction : The Issuer shall unconditionally and irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia Q. Governing Law : Laws of Malaysia