PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSED ISSUANCE OF NEW ICULS. : 30 July : Malaysia.

Transcription

1 PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSED ISSUANCE OF NEW ICULS 1. BACKGROUND INFORMATION (a) Issuer i. Name : Berjaya Corporation Berhad ( BCorp or Company ) ii. Date of incorporation iii. Place of incorporation : 30 July 2001 : Malaysia. iv. Address : Lot 13-01A, Level 13 (East Wing) Berjaya Times Square No.1 Jalan Imbi Kuala Lumpur. v. Business registration / Company number : X vi. Residence status : Resident controlled company. vii. Place of listing, if applicable : Malaysia. viii. Date of listing, where applicable : Pursuant to the voluntary scheme of arrangement which was implemented by Berjaya Group Berhad ( BGroup ) on 31 October 2005, BCorp became the owner of the entire shareholding in BGroup. Subsequently, BCorp assumed the listing status of BGroup on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 3 January ix. Industry sector of the issuer : Trading/Services. x. Principal activities : The principal activities of BCorp are investment holding and provision of management services. xi. Principal activities of issuer s subsidiaries, where applicable : The principal activities of the subsidiary companies consist of: (i) financial services; 1

2 (ii) marketing of consumer products and services; (iii) motor trading and distribution and provision of aftersales services; (iv) (v) (vi) (vii) environmental and clean technology services; food and beverage; property development and investment in properties; development and operation of hotels, resorts and other recreational activities; (viii) gaming operations comprising Toto betting, leasing of online lottery equipment, provision of software support and the manufacture and distribution of computerised lottery and voting systems; (ix) (x) telecommunication services, managed telecommunications network services and managed value-added services; and investment holding and others. xii. xiii. If the issuer is a special-purpose vehicle company (SPV), state the name of the entity that established it Authorised, issued and paid-up capital : Authorised share capital as at 18 November 2015 ( LPD ) RM12,000,000,000 divided into 12,000,000,000 ordinary shares of RM1.00 each. Issued and paid-up capital as at the LPD RM4,652,463,268 divided into 4,652,463,268 ordinary shares (including 182,000,000 treasury shares) of RM1.00 each. 2

3 xiv. Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : Based on the Register of Substantial Shareholders of the Issuer as at the LPD, the substantial shareholders of the Issuer and their shareholdings are as follows: Direct shareholdings Substantial shareholders No. of ordinary shares held ( 000) % of share capital # (%) Tan Sri Dato Seri Vincent Tan Chee Yioun ( TSVT ) Hotel Resort Enterprise Sdn Bhd ( HRE ) Dato Sri Robin Tan Yeong Ching ( Dato Sri Robin Tan ) 1,035, , , Indirect shareholdings Substantial shareholders No. of ordinary shares held ( 000) % of share capital # (%) TSVT 1,042,508 (1) HRE - - Dato Sri Robin Tan 605,618 (2) Notes: # The percentage shareholdings are computed net of 182,000,000 ordinary shares of RM1.00 each in BCorp ( BCorp Shares ) which are held as treasury shares by the Company as at the LPD. 3

4 (1) Deemed interested by virtue of his interests in HRE, Nostalgia Kiara Sdn Bhd, Superior Structure Sdn Bhd, Ascot Sports Sdn Bhd, Berjaya Assets Berhad (the holding company of Berjaya Times Square Sdn Bhd and Sublime Cartel Sdn Bhd), Berjaya Media Berhad (the holding company of Gemtech (M) Sdn Bhd), B & B Enterprise Sdn Bhd (the holding company of Lengkap Bahagia Sdn Bhd and Nautilus Corporation Sdn Bhd), HQZ Credit Sdn Bhd (the ultimate holding company of Desiran Unggul Sdn Bhd, Premier Merchandise Sdn Bhd and Berjaya Infrastructure Sdn Bhd) and his deemed interest in Berjaya Sompo Insurance Berhad. (2) Deemed interested by virtue of his interests in HRE and Ascot Sports Sdn Bhd. xv. Board of directors : The board of directors of the Issuer as at the LPD comprises: Name Dato Sri Robin Tan Chan Kien Sing Designation Chairman/ Chief Executive Officer Executive Director Vivienne Chi Fan Cheng Executive Director Dato Azlan Meah Bin Hj Ahmed Meah Dato Zurainah Binti Musa Freddie Pang Hock Cheng Dato Dickson Tan Yong Loong Tan Sri Datuk Abdul Rahim Bin Haji Din Executive Director Executive Director Non-Independent Executive Director Non-Independent Executive Director Independent Executive Director Non- Non- Non- 4

5 Name Dato Hj Md Mohd Yusoff Bin Jaafar Datuk Robert Yong Kuen Loke Datuk Mohd Zain Bin Ahmad Dr Jayanthi Naidu A/P G. Danasamy Designation Independent Executive Director Independent Executive Director Independent Executive Director Independent Executive Director Non- Non- Non- Non- xvi. Disclosure of the following: If the issuer or its board members have been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the issuer or its board members for breaches of the same, for the past ten years prior to the date of application/ since incorporation (for issuer incorporated less than 10 years); and None. 5

6 If the issuer has been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the date of application. None. Where the PDS or sukuk involves obligor(s) and guarantor(s), the information as set out in subparagraph 2.01(a) must also be provided on the said entities. [The rest of this page has been intentionally left blank] 6

7 2. PRINCIPAL TERMS AND CONDITIONS a. Names of parties involved in the Proposed Issuance of the New ICULS (where applicable) (i) Principal adviser : Maybank Investment Bank Berhad ( Maybank IB ). (ii) Lead arranger (iii) Co-arranger (iv) Solicitors : Messrs Wong Beh & Toh. (v) (vi) Financial adviser Technical adviser (vii) Trustee : Maybank Trustees Berhad. (viii) Shariah adviser (ix) Guarantor (x) Valuer (xi) Facility agent (xii) (xiii) (xiv) Primary Subscriber(s) (under a bought-deal arrangement) and amount subscribed Underwriter(s) and amount underwritten Central depository : Bursa Malaysia Depository Sdn Bhd. (xv) Paying agent : Berjaya Registration Services Sdn Bhd. (xvi) Reporting accountants 7

8 (xvii) Calculation agent : Berjaya Registration Services Sdn Bhd. (xviii) Others (please specify) : None. b. Name of facility : RM353,248,340 nominal value of 10-year 2% irredeemable convertible unsecured loan stocks at 100% of its nominal value ( New ICULS ). c. One-time issue or programme : One-time issue. d. Shariah principles e. Facility description : Issuance by BCorp of RM353,248,340 nominal value of New ICULS at 100% of its nominal value together with 706,496,680 free detachable warrants in BCorp ( New Warrants ). f. Identified/trust asset g. Purchase and selling price/rental (where applicable), including statement on compliance with asset pricing requirements h. Expected facility/programme size (for programme, to state the option to upsize) i. Tenure of facility/programme j. Availability period of PDS or sukuk programme k. Interest/profit/coupon/ rental rate : RM353,248,340 nominal value of New ICULS at 100% of its nominal value. : Ten (10) years from and inclusive of the date of issuance of the New ICULS. : Fixed rate of 2% per annum calculated on the nominal value of the New ICULS then outstanding ( Coupon Rate ). 8

9 l. Interest/profit/coupon/ rental payment frequency m. Interest/profit/coupon/ rental payment basis n. Details of security/collateral pledged, if applicable o. Details of guarantee, if applicable p. Details on utilisation of proceeds: (i) Purpose; (ii) Amount to be utilised; (iii) Details of conditions imposed on the utilisation; and (iv) If proceeds are to be utilised for project or capital expenditure, description of the project or capital expenditure, where applicable. q. Sinking fund, if applicable : The coupon is payable semi-annually in arrears on the New ICULS outstanding as at 30 June and 31 December of each year except that the last coupon payment shall be made on the last day of a period of ten (10) years commencing from the date of issuance of the New ICULS ( Maturity Date ). : The coupon payable shall be calculated based on a 365-day year and the actual number of days elapsed and shall accrue from day to day from (and including) the date of issuance of the New ICULS up to (and including) the Maturity Date and will be rounded down to the nearest sen for each RM1.00 nominal value of the New ICULS. : There are no proceeds to be raised as the issuance of the New ICULS together with the New Warrants is to part satisfy the purchase consideration of the proposed acquisitions of 598,726,000 ordinary shares of RM0.50 each in Berjaya Land Berhad ( BLand ) ( BLand Shares ) by Juara Sejati Sdn Bhd, a whollyowned subsidiary of BCorp ( Proposed Acquisitions ) for a consideration of RM419,108,200 ( Purchase Consideration ) or RM0.70 per BLand Share. 9

10 r. Details of designated account(s), if applicable, including: (i) names of account; (ii) parties responsible for opening the account; (iii) parties responsible for maintaining/ operating the account; (iv) signatories to the account; (v) sources and utilisation of funds; and (vi) conditions for disbursements, if any. s. Rating (i) Credit rating(s) assigned (state whether the rating is final or indicative). In the case of a debt or sukuk programme where the credit rating is not assigned for the full amount, disclosures set out in paragraph 5.04 of these Guidelines must be made; and (ii) Name of credit rating agency(ies). : : The New ICULS are exempted from rating requirement pursuant to Paragraph 5.02(b) of the Guidelines on Issuance of Private Debt Securities and Sukuk to Retail Investors ( Guidelines on Retail PDS and Sukuk ) as it is an irredeemable convertible loan stocks whereby: (1) the holders of the New ICULS ( New ICULS Holders ) are given the right to convert the New ICULS into new BCorp Shares at any time throughout the tenure of the New ICULS; and (2) the underlying BCorp Shares will be listed on the Main Market of Bursa Securities. t. Method of distribution (whether OTC or on the stock exchange) u. Name of stock exchange or trading platform : The New ICULS will be listed on the Main Market of Bursa Securities. : Bursa Securities. 10

11 v. Mode of Issue : The New ICULS and New Warrants will be issued to TSVT and Penta Investment Advisers Limited pursuant to the Proposed Acquisitions. For the New ICULS and New Warrants to be listed on the Main Market of Bursa Securities, there must be at least 100 holders holding not less than one (1) board lot each of the respective securities and TSVT intends to distribute board lots of such New ICULS and New Warrants to be held by him without any consideration to enable their listing. w. Clearing and settlement platform : Bursa Malaysia Securities Clearing Sdn Bhd. x. Other regulatory approvals required in relation to the PDS or sukuk, and whether or not obtained y. Conditions precedent : : Approval of Bursa Securities for the admission, listing of and quotation for the New ICULS and New Warrants as well as the listing of and quotation for new BCorp Shares to be issued upon conversion of the New ICULS and/or exercise of the New Warrants on the Main Market of Bursa Securities, which will be sought after the SC s approval for the proposed issuance of the New ICULS. The issuance of the New ICULS is subject to the following approvals being obtained: (1) the approval of the shareholders of BCorp to be obtained at an extraordinary general meeting for the Proposed Acquisitions; (2) the approval of the Securities Commission Malaysia ( SC ) for the issuance of the New ICULS as part satisfaction of the Purchase Consideration; and (3) the approval of Bursa Securities for the admission, listing of and quotation for the New ICULS and New Warrants as well as the listing of and quotation for new BCorp Shares to be issued upon conversion of the New ICULS and/or exercise of the New Warrants on the Main Market of Bursa Securities. 11

12 z. Representations and warranties : Standard representations and warranties shall apply, including but not limited to the following: (i) Status The Company is a company duly incorporated with limited liability under the Companies Act, 1965 ( 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 Company has full legal right, authority and power to issue the New ICULS and the full legal right, authority and power to enter into the trust deed constituting the New ICULS to be executed by BCorp and a trustee who acts for the benefit of the New ICULS Holders ( Trustee ) ( Trust Deed ) and to exercise its rights and perform its obligations under the Trust Deed. All appropriate and necessary corporate action has been taken to authorise the issuance of the New ICULS, the execution and delivery of the Trust Deed and the exercise by the Company of its rights and the performance by the Company of its obligations under the Trust Deed, and the execution and delivery thereof does not exceed the power and authority of the officers executing the same. (iii) Execution of documents The execution of the Trust Deed and the delivery and performance thereof by the Company and the issue of the New ICULS do not and will not: (a) exceed the power granted to the Company 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 Company is subject; 12

13 (b) (c) result in any default under any existing mortgage, debenture, contract or agreement binding on the Company or to which it is subject; or contravene any of the provisions of the Memorandum and Articles of Association of the Company, unless any such contravention would not have a Material Adverse Effect (as defined in (vii) below). (iv) Litigation Save as disclosed to the Trustee by the Company prior to the execution of the Trust Deed, no lawsuit, arbitration, prosecution or administrative proceedings, or to the Company s best knowledge and belief, investigation by any government agency or other regulatory authority is current or pending against the Company which would have a Material Adverse Effect (as defined in (vii) below). (v) No winding up No winding up order has been made against the Company. (vi) Consents, licences and approvals To the Company s best 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 the Trust Deed have been obtained or will be obtained before the date of issuance of the New ICULS. 13

14 (vii) Event of default aa. bb. Trustee s Reimbursement Account for ICULS Holders Actions Events of default and enforcement events, where applicable, including recourse available to investors No event of default has occurred or is continuing. Material Adverse Effect means in relation to any Event of Default, an event or circumstance the occurrence or effect of which materially and adversely prejudices the interests of the New ICULS Holders under and in respect of the New ICULS and the Trust Deed and reference referenced therein to an event or circumstance which would have or shall have a Material Adverse Effect shall be construed accordingly. : The Company shall set up a Trustees Reimbursement Account for ICULS Holders Actions ( Account ) with a sum of RM30,000 and which shall be maintained at all times throughout the tenure of the New ICULS facility. The Account shall be operated by the Trustee and the monies shall only be used strictly by the Trustee in carrying out its duties upon the occurrence of an Event of Default or enforcement events as provided in Trust Deed. : The Trustee may, and if so directed by a special resolution, shall declare (by giving a written notice to the Company) that the outstanding New ICULS are immediately due and repayable at their nominal amount of RM1.00 each together with accrued Coupon Rate up to and including the date of repayment, if any of the following events (hereinafter referred to as Events of Default ) occur: (i) if the Company defaults in the performance of its obligations under the terms and conditions of the New ICULS or fails to comply with its payment obligations under the Trust Deed (other than the Company s obligation to pay the Coupon Rate in which event sub-clause (xi) below shall apply) and such default continues for a period of thirty (30) days after the due date for such performance; 14

15 (ii) if the Company defaults in the performance and observance of any agreement, covenant, undertaking, stipulation, provision or obligation contained in the Trust Deed or in any other applicable document relating to the issue, offer or invitation in respect of the New ICULS and on the part of the Company to be performed and observed and cannot be remedied and, where such default is capable of remedy, such default continues for a period of thirty (30) days from the date of receipt by the Company of a notice in writing from the Trustee requiring the Company to remedy such default and where such default is not capable of remedy, the Trustee has certified in writing that the Trustee reasonably considers, in its opinion, such default to be materially prejudicial to the interests of the New ICULS Holders; (iii) (iv) if distress or execution or other process of a court of competent jurisdiction is levied or enforced upon or against the whole assets or properties of the Company or any substantial part thereof and which prevents the Company from complying with its payment obligations under the Trust Deed and is not appealed against or contested by the Company or paid out, stayed, withdrawn, discharged or set aside within sixty (60) days thereof; if an encumbrancer takes possession or a receiver is appointed over the whole or a substantial part of the assets or undertaking of the Company or a scheme of arrangement under Section 176 of the Act has been proposed between the Company and its creditors or any class of them or between the Company and its members or any class of them, and such possession or appointment or scheme of arrangement is certified in writing by the Trustee to be materially prejudicial in their opinion to the interests of the New ICULS Holders; 15

16 (v) (vi) (vii) (viii) if the Company stops or threatens to stop payment of its debts or ceases or threatens to cease to carry on its business; if the Company is unable to pay its debts within the meaning of Section 218 of the Act; if an order is made or an effective resolution is passed for winding-up the Company except for the purpose of reconstruction, amalgamation or reorganisation on the terms of which have been approved by the Trustee, which approval shall not be unreasonably withheld; if the New ICULS or BCorp Shares shall cease to be listed on Bursa Securities or such other stock exchanges approved by the Trustee on which the BCorp Shares are listed; (ix) if any other indebtedness of the Company becomes due and payable prior to its stated maturity by reason of a default by the Company in its obligations under the Trust Deed or where the security created for any other indebtedness becomes enforceable and such indebtedness becoming due and payable or such security becoming enforceable which prevents the Company from complying with its payment obligations under the Trust Deed and is certified in writing by the Trustee that such indebtedness of the Company is equivalent to 10% or more of the total debt of the Group and in the opinion of the Trustee may materially prejudice the interests of the New ICULS Holders; 16

17 (x) (xi) (xii) if there is a revocation, withholding, invalidation or modification of a licence, authorisation or approval that impairs or prejudices the Company s ability to comply with the terms and conditions of the Trust Deed or any other document relating to the issue, offer or invitation in respect of the New ICULS to the extent that the Company is unable to meet its payment obligations under the Trust Deed; if the Company fails to pay any Coupon Rate and/or any other amounts due and payable in relation to the New ICULS owing on the New ICULS for a consecutive period of seven (7) business days (being the days on which commercial banks settle payment in Kuala Lumpur (other than Saturday, Sunday or a public holiday)) ( Business Days ) as and when the same ought to be paid in accordance with the Trust Deed; at any time any act, condition, thing, approval, consent, authorisation or licence required to be done, fulfilled, performed or obtained in order: (a) (b) to enable the Company to lawfully enter into, exercise its rights and perform its obligations under the Trust Deed; to make the Trust Deed constitute the legal, valid, binding obligations of the Company and enforceable against the Company in accordance with the terms and conditions in the Trust Deed; (c) to render the Trust Deed admissible in evidence in Malaysia, is not done, fulfilled, performed or obtained or is not otherwise in full force and effect for any reason whatsoever, and which prevents the Company from complying with its payment obligations under the Trust Deed; or 17

18 (xiii) if it is or will become unlawful by the laws of Malaysia or by the laws of any applicable jurisdiction for the Company to perform or comply with any one or more of its obligations under the Trust Deed, and which prevents the Company from complying with its payment obligations under the Trust Deed. cc. Provisions on buyback, if applicable : BCorp and/or its subsidiaries may at any time purchase the New ICULS (i) on the stock exchange of Bursa Securities at any price; (ii) by tender available to all New ICULS Holders alike at any price; or (iii) by private treaty at any price. Any New ICULS purchased by BCorp and/or its subsidiaries and/or its agent who are acting for the purchase shall be cancelled and cannot be held or resold. New ICULS purchased by corporations or other entities which subsequently become subsidiaries of BCorp may continue to be held or resold even after becoming subsidiaries but shall be cancelled by BCorp at maturity if not resold before then. dd. Provisions on early redemption, if applicable ee. Call option and details, if applicable : There will not be any redemption of the New ICULS. All New ICULS remaining immediately after the Maturity Date shall be mandatorily converted into new BCorp Shares at RM1.00 for every one (1) new BCorp Share ( Conversion Price ). ff. Put option and details, if applicable gg. Convertibility of issuance and details of the convertibility hh. Exchangeability of issuance and details of the exchangeability : The New ICULS Holders are given the right to convert the New ICULS into new BCorp Shares, which will be listed on the Main Market of Bursa Securities, at any time throughout the tenure of the New ICULS. ii. Governing laws : Laws of Malaysia 18

19 jj. Voting : The decision of the New ICULS Holders may be made by way of: (1) Ordinary resolution, in respect of which a resolution passed at a meeting of the New ICULS Holders duly convened and held in accordance with the provisions of the Trust Deed and carried by a majority consisting of not less than fifty per cent (50%) of the persons voting at the meeting upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than fifty per cent (50%) of the votes given on such poll, subject to such other terms and conditions as may be mutually agreed between the Principal Adviser and the Issuer; or (2) Special resolution, in respect of which a resolution passed at a meeting of the New ICULS Holders duly convened and held in accordance with the provisions of the Trust Deed and carried by a majority consisting of not less than seventy five per cent (75%) of the persons voting at the meeting upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than seventy five per cent (75%) of the votes given on such poll, subject to such other terms and conditions as may be mutually agreed between the Principal Adviser and the Issuer. Non-voting rights The New ICULS held by the Issuer or any interested person of the Issuer, which includes directors, major shareholders and chief executive, shall not be counted for purposes of voting at any meeting of the New ICULS Holders, whether a special meeting or otherwise. kk. Permitted investments, applicable if ll. Ta widh (compensation), applicable if 19

20 mm. Ibra, if applicable nn. Other terms and conditions : 1. Issue Date : The date of issuance of the New ICULS which shall be a day between Monday and Friday (both days inclusive) which is not a public holiday and on which Bursa Securities is open for business ( Market Day ) and shall take place within the period commencing from the date on which the conditions precedent to the issuance of the New ICULS have been fulfilled and ending on a date no later than one (1) year from the date of approval by the SC. 2. Issue Price : Each New ICULS shall be issued at 100% of its nominal value of RM1.00 each. 3. Form and Denomination : The New ICULS will be issued in denomination of RM1.00 or integral multiples thereof, and will be constituted by the Trust Deed. 4. Covenants The Company covenants with the Trustee that it shall comply with all necessary requirements and obligations imposed under the Act, Capital Markets and Securities Act, 2007 ( CMSA ), Central Securities Depository and Paying Agency Rules and such other relevant regulations or guidelines imposed under the law (as amended from time to time and any reenactment thereof) and so long as any of the New ICULS shall remain outstanding it shall comply with the provisions of the Trust Deed and in particular shall, inter alia: (i) at all times use reasonable diligence in carrying on its business in a proper and efficient manner and procure each of its subsidiaries (excluding subsidiaries which are listed on any stock exchange ( Listed Subsidiaries ) or subsidiaries of such Listed Subsidiaries ( Subsidiaries of Listed Subsidiaries )) to use its reasonable diligence in carrying on its business in a proper and efficient manner including (without prejudice to the generality of the foregoing) obtaining and maintaining all necessary approvals and licenses for the carrying on of their businesses; 20

21 (ii) (iii) in respect of each of the Company s financial years and within six (6) months after the expiration of each such financial year caused to be compiled and audited the consolidated statements of financial position and income statements prepared on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia and give a true and fair view of the results of the operations of the Company and any guarantor company (where applicable) and supply a certified true copy of the same (certified by two (2) directors of the Company) to the Trustee and in respect of each period of the first six (6) months of each of the Company s financial years and within three (3) months after the expiration of each such six-monthly period caused to be compiled the consolidated statements of financial position and income statements (which need not be audited) of the Company and any guarantor company (where applicable) and supply a certified true copy of the same (certified by two (2) directors of the Company) to the Trustee and the Companies Commission of Malaysia ( CCM ); cause to be prepared in accordance with Section 266 of the CMSA and Paragraph 9.22 of the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ) a report that relates to each quarter and complies with the requirements set out Section 266 of the CMSA and Paragraph 9.22 of Listing Requirements and shall lodge such report signed by two (2) directors of the Company within one (1) month after the end of each quarter with the Trustee, CCM and the SC; 21

22 (iv) immediately notify the Trustee: (a) (b) (c) (d) (e) upon becoming aware of the occurrence of any Event of Default or any event which with the lapse of time and/or the giving of any relevant notice and/or the making of any relevant certification would constitute an Event of Default or render the New ICULS immediately due and convertible or render any other right or remedy under the provisions of the Trust Deed to have become immediately enforceable; of any circumstance that has occurred that would materially prejudice the Company, its subsidiaries (excluding Listed Subsidiaries or Subsidiaries of Listed Subsidiaries) or any guarantor company (where applicable) or any security included in or created by the New ICULS or the Trust Deed; of any change in the name of any guarantor company (where applicable); of any cessation of liability of any guarantor company (where applicable) for the payment of the whole or part of the moneys for which such guarantor company (where applicable) were liable under any guarantee given in relation to the New ICULS; of any substantial change in the nature of the business of the Company or any guarantor company (where applicable); 22

23 (f) (g) of any change in the withholding tax position in Malaysia on the payment of principal (if any) and interest (if any) in respect of the New ICULS or taxing jurisdiction of the Company (where applicable); and of any matter arising that may materially prejudice the interests of the New ICULS Holders in their capacity as New ICULS Holders; (v) ensure that all directors shall immediately notify the Trustee in the event that the directors shall become aware that the Company is unable to fulfill or comply with any of the provisions of the Trust Deed; (vi) (vii) to the same extent as if the Trustee or any auditors appointed from time to time by the Company ( Auditors ) (within the meaning ascribed thereto by the Act) appointed by the Trustee were a director of the Company make available for their inspection the whole of the accounting and other records of the Company and give to them such information as they require with respect to all matters relating to the accounting or other records of the Company; adopt the same financial statements date and financial year, for the purpose of its audited financial statements as those of its holding company (if any) and all its holding company s subsidiaries; 23

24 (viii) (ix) at the request of the Trustee in writing but subject to any governmental or statutory restrictions, regulations, restraints or other controls, cause within sixty (60) days of receipt of a notice in writing from the Trustee to such effect, any subsidiary which is a wholly-owned subsidiary of the Company (whether formed or acquired before or after the date of the Trust Deed) to become a guarantor for the Company Provided Always that the Trustee shall be entitled to require the Company to procure any one or more of the subsidiaries which is/are wholly-owned subsidiaries of the Company (whether formed or acquired before or after the date of the Trust Deed) to become a guarantor company as aforesaid only if the Trustee reasonable considers that the Company will be unable to perform, observe and discharge its obligations and liabilities under and in relation to the Trust Deed and the New ICULS; use all reasonable endeavours to obtain and maintain the listing of the New ICULS and BCorp Shares to be issued on subsequent conversion of the New ICULS on Bursa Securities but if it is unable to do so having used such reasonable endeavours of if in the opinion of the Trustee the maintenance of such listings or listings are onerous to the Company, use all reasonable endeavours to obtain and maintain the listing of the New ICULS and BCorp Shares on such other stock exchange or exchanges as the Company may (with the approval of the Trustee) decide and shall also use all reasonable endeavours to procure that there will at all times be furnished to all stock exchanges on which the New ICULS and BCorp Shares are for the time being quoted or listed, such information as such stock exchanges may require to be furnished in accordance with their respective normal requirements or in accordance with any arrangement required for the time being made with any such stock exchange; 24

25 (x) (xi) (xii) give to the Trustee written notice and particulars of each charge as shall hereafter be created by the Company in respect of which a statement as required by Section 108 of the Act shall have been lodged with the CCM, such written notice and particulars to be so given within twenty one (21) days of the creation of such charge and in the event that the total amount to be advanced on the security of the charge is indeterminable and the advances are not merged in a current account with a bank, trade creditor or any other person, the Company shall give the Trustee written details of the amount of each advance within seven (7) days after it is made; give to the Trustee such information as it may require for the purpose of the discharge of the duties, obligations and discretion vested in it under these presents or by operation of law relating to the Company s affairs to the extent permitted by law; deliver to the Trustee within one hundred and eighty (180) days after the end of each financial year a certificate/confirmation letter of the Company signed by two (2) duly authorised directors to the effect that: (a) there did not exist, and there had not existed since the date as of which the last such certificate was given (or, in the case of the first such certificate, the date of the Trust Deed) any Event of Default applicable to the Company or, if such an Event of Default did then exist or had so existed, specifying the same; and 25

26 (b) during the period between the date as of which the last such certificate was given (or, in the case of the first such certificate, the date of the Trust Deed) and the date as of which such certificate is given, the Company has complied with its obligations contained in the Trust Deed or, if such is not the case, specifying the circumstances of such noncompliance; (xiii) (xiv) (xv) if and in so far as required by law, execute all such further documents and do all such further acts and things as may be necessary at any time or times to give effect to these presents; keep and procure that its subsidiaries (excluding Listed Subsidiaries or Subsidiaries of Listed Subsidiaries) shall keep proper books of account and if and so often as required by the Trustee cause the Auditors to examine its books of account and other records and those of its subsidiaries (excluding Listed Subsidiaries or Subsidiaries of Listed Subsidiaries) and investigate its and their affairs to the extent permitted by law and furnish the Trustee with such certificate or information pertaining thereto as the Trustee shall require for the performance of its duties hereunder and so that for the purpose of this clause the failure by such Auditors to furnish any such certificate or information within a reasonable time upon the Trustee requiring it to be furnished shall be deemed to be a failure by the Company to perform a covenant contained in the Trust Deed and on its part to be performed; not pay any dividend whilst any of the New ICULS which has become convertible has not been converted as a consequence of default by the Company (where applicable); 26

27 (xvi) (xvii) insure and keep insured and procure that each of its subsidiaries (excluding Listed Subsidiaries or Subsidiaries of Listed Subsidiaries) shall insure and keep insured adequately all its and their property and assets as are of an insurable nature against loss or damage by fire, storm, tempest, explosion, aircraft and articles dropped therefrom and (where appropriate) flood and also against any other risks under any statutory insurance; convert all outstanding New ICULS in accordance with the terms and conditions of the Trust Deed on a Market Day, the day falling immediately after the Maturity Date; and make all of its financial and other records available for inspection by the Trustee, an officer or employee of the Trustee authorised by the Trustee to carry out the inspection or an audit firm appointed by the Trustee to carry out the inspection, and give the person carrying out the inspection any information, explanation or other assistance that such person may require. 5. Conversion Rights : Each New ICULS Holder shall have the right at any time throughout the tenure of the New ICULS to convert such nominal value of New ICULS held into fully paid-up new BCorp Shares at the Conversion Price. Unless previously converted, all outstanding New ICULS will be mandatorily converted by BCorp into new BCorp Shares at the Conversion Price on the day falling immediately after the Maturity Date. 27

28 If at any time the nominal value of the New ICULS then outstanding is not more than ten per cent (10%) of the whole of the New ICULS issued, BCorp shall be entitled at its absolute discretion (but not obliged) to convert at the Conversion Price, all such New ICULS then outstanding in the manner provided in the Trust Deed, by giving not less than ten (10) Market Days notice in writing to the Trustee and by publication in national newspaper in the English language and of daily and general circulation in Malaysia to the New ICULS Holders and of the date fixed by BCorp for such early conversion. 6. Conversion Period : The New ICULS shall be convertible into new BCorp Shares on any Market Day from the date of issuance of the New ICULS up to and including the Maturity Date (both dates inclusive). 7. Conversion Price : The Conversion Price is fixed at RM1.00 for every one (1) new BCorp Share. 8. Conversion Date : The date(s) on which the New ICULS are converted into new BCorp Shares in accordance with the Trust Deed. 9. Conversion Mode : By surrendering one (1) RM1.00 nominal value of New ICULS for one (1) new BCorp Share. 10. Adjustments in the Conversion Price and/or nominal value of New ICULS in the event of Alteration to the Issued and Paidup Ordinary Shares 11. New ICULS Holders Rights to Participate in any Distribution and/or Offer of Further Securities in the Issuer : BCorp shall make the necessary adjustment to the Conversion Price in the event of any alteration in the share capital of BCorp on or before the Maturity Date, whether by way of rights issue, bonus issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected (but excluding any cancellation of capital which is lost or unrepresented by available assets) or any other circumstances that are deemed necessary by the directors of BCorp, in accordance with the provisions of the Trust Deed. : The New ICULS Holders are not entitled to participate in any distribution and/or offer of securities in BCorp until and unless such New ICULS Holders convert the New ICULS into new BCorp Shares, in which event the rights to participate will be as stated below under Status and Ranking of new BCorp Shares arising from the Conversion of the New ICULS. 28

29 12. Amendments to the New ICULS Holders Rights 13. Rights in the event of Winding Up or Liquidation Save as otherwise provided in the Trust Deed, a special resolution of the New ICULS Holders is required to sanction any modification, variation, abrogation or compromise of or arrangement in respect of the rights of the New ICULS Holders against BCorp. : In the event of a declaration of event of default by the Trustee in accordance with the Trust Deed or winding up or liquidation of BCorp, the Trustee may, and if so directed by a special resolution, shall declare (by giving a written notice to BCorp) that the outstanding New ICULS is immediately due and repayable at their nominal amounts of RM1.00 each together with accrued Coupon Rate up to and including the date of repayment. 14. Status and Ranking : The New ICULS: (a) (b) shall as between the New ICULS Holders themselves rank pari passu in all respects and without discrimination or preference as an unsecured obligation of BCorp; and shall be unsubordinated to all other present and future unsecured and unsubordinated obligations of BCorp from time to time outstanding excluding all obligations and liabilities which priority solely by Malaysian law. 15. Status and Ranking of New BCorp Shares arising from the Conversion of the New ICULS : The new BCorp Shares to be issued upon conversion of the New ICULS shall, upon issue and allotment, rank pari passu in all respects with the then existing BCorp Shares except that they shall not be entitled to any dividend, right, allotment and/or other distribution, the entitlement date of which is prior to the allotment of the new BCorp Shares to be issued pursuant to the conversion of the New ICULS. 16. Board Lots : The New ICULS shall be tradable upon listing in board lots of 100 units of New ICULS, or such other denomination as may be determined by Bursa Securities. 17. Other Conditions : The New ICULS shall at all times be governed by the guidelines issued and to be issued from time to time by the SC. 29