: 1120-H. : 15 March 1920 / Malaysia

Transcription

1 PRINCIPAL TERMS AND CONDITIONS OF THE RCSLS-B Background Information (a) Issuer (i) Name : Talam Corporation Berhad ( Talam ) (ii) Address : Suite 2.05, Level 2 Menara Maxisegar Jalan Pandan Indah 4/2 Pandan Indah Kuala Lumpur (iii) (iv) Business registration no. Date/place of incorporation : 1120-H : 15 March 1920 / Malaysia (v) Date of listing : 30 July 1973 on the Stock Exchange of Malaysia (now known as Bursa Malaysia Securities Berhad) and Stock Exchange of Singapore. Talam has ceased to be listed on the Stock Exchange of Singapore. (vi) Status : Resident controlled company / non-bumiputera controlled company (vii) Principal activities : Provision of management services, investment holding and property development while its subsidiary companies are involved in property development, construction and hotel management (viii) Board of Directors : (i) Tan Sri Dato (Dr) Ir Chan Ah Chan Chong Yoon ( Tan Sri ) (ii) Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj (iii) Datuk Ab Rauf Bin Yusoh (iv) Tsen Keng Yam (v) Loy Boon Chen (vi) Chua Kim Lan (vii) Dato Kamaruddin Bin Mat Desa (viii) Lee Swee Seng 1

2 (ix) Structure of shareholdings and names of all substantial shareholders as at 28 February 2007 : Name Nationality / Direct Indirect Place of No. of incorporation Shares % (1) No. of Shares % (1) Tan Sri Malaysian 41,366, ,837,177 (2) Puan Sri Datin Malaysian 1,481, ,722,601 (3) Thong Nyok Choo ( Puan Sri ) Kumpluan Europlus Berhad ( KEURO ) Malaysia 270,821, Notes: (1) Percentage shareholding is calculated based on the issued and paid up share capital of Talam as 28 February 2007 of 629,183,170 less treasury shares of 878,600 held by Talam (2) Deemed interest through his spouse, Puan Sri, his daughter, Chan Siu Wei and by virtue of his interest in Pengurusan Projek Bersistem Sdn Bhd, Prosperous Inn Sdn Bhd, Sze Choon Holdings Sdn Bhd and Kumpulan Europlus Berhad pursuant to Section 6A of the Act (3) Deemed interest through her spouse, Tan Sri, her daughter, Chan Siu Wei and by virtue of her interest in Pengurusan Projek Bersistem Sdn Bhd, Prosperous Inn Sdn Bhd, Sze Choon Holdings Sdn Bhd and Kumpulan Europlus Berhad pursuant to Section 6A of the Act (x) Authorised and paid-up share capital as at 28 February 2007 : Type No. of shares Par value RM Total RM Ordinary shares: Authorised 939,000, ,000,000 Issued and paid-up 629,183, ,183,170 Redeemable convertible preference shares: Authorised 100,000, ,000,000 Issued and paid-up Irredeemable convertible preference shares: Authorised 600,000, ,000,000 Issued and paid-up 143,962, ,396,

3 (b) Originator (i) Name (ii) Address (iii) (iv) Business registration no. Date/place of incorporation (v) Date of listing (vi) Status (vii) Principal activities (viii) Board of Directors (ix) (x) Structure of shareholdings and names of all substantial shareholders Authorised and paidup share capital 3

4 Principal Terms and Conditions Principle adviser / lead arranger Arrangers Valuer Solicitors Financial adviser Technical adviser Guarantor Trustee Facility agent Primary subscriber(s) and amount subscribed (where applicable) Underwriters and amount underwritten Central depository Paying agent Reporting accountant : RHB Investment Bank Berhad ( RHB Investment Bank ) : Cheang & Ariff : PB Trustee Services Berhad ( Trustee ) : RHB Investment Bank : Bursa Malaysia Depository Sdn Bhd : Securities Services (Holdings) Sdn Bhd : Deloitte KassimChan Others (please specify) (a) Primary Investor(s) : Up to RM17,922,581 to EON Bank Berhad and RM2,000 to selected investors to meet public spread requirement Facility description : 5-year Class B zero coupon redeemable convertible secured loan stocks ( RCSLS-B ) Issue size Issue price Tenure of issue : Up to RM17,924,581 nominal value of RCSLS-B : Up to RM17,924,581 at 100% of the nominal value of the issue size of RCSLS-B : Five (5) years from the date of issue 4

5 Interest / coupon rate Interest / coupon payment frequency Interest / coupon payment basis Yield to maturity Security / collateral Details on utilization of proceeds Sinking fund Rating Rating agency Form and denomination Mode of issue : Nil : Nil : The RCSLS-B are secured against the assets and undertakings ( Charged Assets ) as set out in Attachment I by way of third party legal charges (save for the land registered under and beneficially-owned by Talam, which is by way of first party legal charge) : No proceeds will be raised from the issuance of the RCSLS-B as the RCSLS-B will be issued to EON Bank Berhad pursuant to a debt restructuring as full and final settlement for the amount owing to EON Bank Berhad and to the selected investors free of consideration : A Sinking Fund Account will be created in the name of Talam Corporation Berhad RCSLS-B Account to capture proceeds from the sale of the Charged Assets and shall be utilised to redeem the equivalent value of RCSLS-B. The account will be operated by the Trustee together with EON Bank Berhad, both of whom shall be its authorised cosignatories : B+ (indicative rating) : Malaysian Rating Corporation Berhad : The RCSLS-B will be constituted by a Trust Deed- RCSLS-B and will be issued in bearer form and in denomination of RM0.20 each : The RCSLS-B will be issued to EON Bank Berhad pursuant to a debt restructuring as full and final settlement for the amount owing to EON Bank Berhad and to selected investors to meet public spread requirement. The RCSLS-B will not be issued/reported under FAST and RENTAS 5

6 Selling restriction Listing status Minimum level of subscription rate Other regulatory approvals required Conditions precedent : There is no selling restriction as the RCSLS-B will be listed on the Main Board of Bursa Malaysia Securities Berhad ( Bursa Securities ) : Application will be made to Bursa Securities for the admission to the Official List and the listing of and quotation for the RCSLS-B on the Main Board of Bursa Securities and the listing of and quotation for the new ordinary shares of RM0.20 each in Talam to be issued pursuant to the conversion of the RCSLS-B on the Main Board of Bursa Securities : 100% of issue size : The conditions precedent includes, but not limited to, the following: (i) The Trust Deed-RCSLS-B and the security documents have been duly executed and stamped. (ii) Winding-up search conducted on the Issuer and the security parties to confirm that the Issuer and the security parties are not wound up. (iii) The land charges have been presented for registration at the relevant land registries. (iv) Documentary evidence that Form 34 (as prescribed under the Companies Act 1965), has been duly lodged with the Companies Commission of Malaysia. (v) The Issuer shall have obtained the approvals of all relevant authorities, as may be necessary in respect of the issuance of the RCSLS-B and the listing and quotation of the new ordinary shares to be issued pursuant to the conversion of the RCSLS-B, where relevant. (vi) Receipt of satisfactory evidence by the Trustee that the Sinking Fund Account has been opened and authorised signatories have been appointed to operate the account. 6

7 Representations and warranties : The Issuer represents and warrants to the Trustee including, but not limited to, the following: (a) Status: it is and the security parties are duly incorporated and existing with limited liability under the laws of Malaysia; (b) Non-violation: neither the execution and delivery of the issue documents nor the issue of the RCSLS-B nor the performance of any of the transactions contemplated in the Trust Deed-RCSLS-B does or shall contravene or constitute a default under any provision contained in any agreement, instrument, law, judgment or consent by which the Issuer and the security parties or any of their assets are bound or affected; (c) Default: to the best knowledge of the Issuer no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute a contravention of, or default under, any agreement or instrument to which the Issuer or any of its assets is bound or affected; (d) Financial statements: the audited financial statements (including the income statement and balance sheet) and other financial information (both audited and unaudited) of the Issuer and security parties delivered to the Trustee prior to the date of the Trust Deed- RCSLS-B have been prepared on a basis consistently applied in accordance with generally acceptable accounting principles in Malaysia; (e) Event of Default: no event of default has occurred and/or is continuing which would have material adverse effect on the Issuer; (f) Dissolution: no step has been taken by the Issuer and security parties and to the best of their knowledge, no legal proceedings have been started for the dissolution of the Issuer and security parties for the appointment of a receiver, trustee or similar officer of the Issuer and security parties, its or their assets or any of them and no demand under Section 7

8 218(2)(a) and no enquiry under Section 308(1) of the Companies Act has been received by the Issuer and security parties; (g) Conduct of Business: the Issuer and security parties are conducting their respective businesses and operations in compliance with all applicable laws and regulations and all directives of governmental authorities having the force of law; (h) Status of RCSLS-B: under the laws of Malaysia in force at the date hereof, the RCSLS-B when issued will constitute direct and unconditional obligations of the Issuer, secured by the security documents. Events of defaults : The events of defaults includes, but not limited to, the following: (a) Non-payment: the Issuer fails to pay any amount due from it under the issue documents which has not been remedied within thirty (30) days upon receipt of the notice thereof; (b) Breach of obligations: the Issuer and security parties fail to observe or perform any of their respective material obligations under the issue documents, which would have a material adverse effect on the ability of the Issuer or security parties to perform their respective material obligations under the issue documents and which, if capable of remedy, has not been remedied within thirty (30) days upon receipt of the notice thereof; (c) Cross Default: any material indebtedness of the Issuer or security parties is accelerated as a result of a material breach by the Issuer or security parties, or the Issuer or security parties defaults in the repayment or discharge of any material indebtedness when due or where any material security created for or any other material indebtedness becomes enforceable and such event has been certified in writing to the Issuer by the Trustee to be, in the Trustee s reasonable opinion, materially prejudicial to the interests of the RCSLS-B holders; 8

9 (d) Cessation of business: the Issuer or security parties suspends or ceases a substantial part of its present business and such event is certified in writing to the Issuer by the Trustee to be, in its reasonable opinion, materially prejudicial to the interests of the RCSLS-B holders; (e) Insolvency: the Issuer or security parties: (i) are deemed unable to pay its debts within the meaning of Section 218(2) of the Companies Act; or (ii) suspend or threaten to suspend making payments (whether of principal or interest or otherwise) with respect to all or any class of their debts arising from borrowed monies or a moratorium is agreed or declared in respect of or affecting all or any part of the borrowed monies of the Issuer or security parties; (f) Composition, winding up: the Issuer or security parties convene a meeting of their respective creditors or makes any arrangement or composition with, or any assignment for the benefit of, their respective creditors or a petition is presented or a meeting is convened or other steps are initiated for the purpose of passing a resolution for the winding up of the Issuer or security parties or an order is made or an effective resolution is passed for the winding up of the Issuer or security parties (g) Legal Proceedings: legal proceedings have been commenced against the Issuer or security parties which will have a material adverse effect on the ability of the Issuer or security parties to perform their respective material obligations under the issue documents and such proceedings have not been set aside within one hundred and twenty (120) days from the date such party being notified of such proceedings or such further period permitted by the RCSLS-B holders; (h) Assets: all or a substantial part of the property or assets of the Issuer or security parties shall be seized or otherwise appropriated or 9

10 nationalized; or Other principal terms and conditions for the issue (i) Section 176 of the Companies Act: any step taken by the Issuer or security parties, its/their creditors or any of its/their shareholders or any legal proceedings or applications commenced or steps have been initiated under Section 176 of the Companies Act against the Issuer or security parties (other than Maxisegar Sdn Bhd). The Trustee may at its discretion and shall, upon the request of the RCSLS- B holders by special resolution, by written notice to the Issuer declare that an event of default has occurred whereupon: (i) the Trustee shall declare by notice in writing to the Issuer that notwithstanding the stated redemption dates and/or maturity date of the RCSLS-B, the RCSLS-B shall mature and become due and payable; and (ii) without further notice to the Issuer, the trust deed and the security documents shall become immediately enforceable. Maturity date Conversion right Conversion period Conversion price : Five (5) years from and including the date of issue of the RCSLS-B : Each registered holder of the RCSLS-B shall have the right to convert at any time during the conversion period of the RCSLS-B into fully paid new ordinary shares of RM0.20 each in Talam at the Conversion Price : The RCSLS-B may be converted into new ordinary shares of RM0.20 each in Talam, at the option of the holders, on any business day after the issue date of the RCSLS-B until maturity date. Any outstanding RCSLS-B which have not been redeemed or converted shall automatically be converted into new ordinary shares of RM0.20 each in Talam upon maturity date : Each nominal value of RCSLS-B are convertible into new ordinary shares of RM0.20 each in Talam at a conversion price of RM0.20 each and will be 10

11 subject to the adjustments in certain circumstances under the terms and conditions of the Trust Deed- RCSLS-B Mode of conversion Redeemability Right to Set Off : The Conversion Price shall be satisfied by tendering the RCSLS-B for cancellation by Talam : The redemption of the RCSLS-B shall be on annual basis subject to the availability of funds in the Sinking Fund Account : Upon maturity of the RCSLS-B, the RCSLS-B holders have two options: (i) fully convert all outstanding RCSLS-B into new ordinary shares of RM0.20 each in Talam. Upon conversion, any remaining security referred to in the Security Clause shall be discharged and returned back to Talam; or (ii) set off the RCSLS-B against any remaining security referred to in the Security Clause based on the prevailing Forced Sale Value. If the prevailing Forced Sale Value is lower than the outstanding RCSLS-B, the remaining outstanding RCSLS shall then be converted into new ordinary shares of RM0.20 each in Talam (Forced Sale Value is assumed at 70% to 80% of the Open Market Value) Option to sell the Charged Assets : The holders of RCSLS-B shall have the option to sell the Charged Assets as referred to in the Security Clause provided always that the following conditions are complied with: (i) the sale price of the relevant Charged Assets shall not be lower than its prevailing Forced Sale Value; (ii) the proceeds from the sale shall be deposited into the Sinking Fund Account, which shall then be utilised to redeem the equivalent value of RCSLS-B; and (iii) the total outstanding amount of RCSLS-B shall not be lower than the Forced Sale Value of the balance Charged Assets Discharge of charge over the Charged Assets : Talam may request for the discharge of charge over an identified Charged Assets in the following 11

12 circumstances: (a) by payment of redemption sum which shall not be lower than the Forced Sale Value of such asset based on the then prevailing valuation; or (b) by informing the holders of the RCSLS-B in writing the proposed development of the identified Charged Assets (including all financial details of the proposed development), provided always that the holders of the RCSLS-B shall be entitled to conduct an independent verification on the proposed development and that the total proceeds from the proposed development to be assigned to the holders of the RCSLS-B shall not be lower than the Forced Sale Value of such assets based on the then prevailing valuation Any sum that is different from the above formula shall be subject to mutual consent. Ranking of the new Talam shares : The new ordinary shares of RM0.20 each in Talam to be issued upon conversion of the RCSLS-B shall upon allotment and issue rank pari passu in all respect with the then issued ordinary shares of RM0.20 each in Talam including the entitlements to dividends, rights, allotments or other distributions except that they shall not be entitled to: (i) any dividend in respect of the financial year preceding that in which the new ordinary shares of RM0.20 each in Talam are issued; and (ii) rights, allotments, distributions, declared by the Company which entitlement date thereof precedes the relevant allotment date Purchase and cancellation : Talam or any of its subsidiaries may at any time purchase the RCSLS-B in the open market at any price subject to the compliance with prevailing laws The RCSLS-B so purchased shall be cancelled and may not be resold or reissued Board lot : The RCSLS-B are tradable upon listing in board lots of 100 RCSLS-B or such other number of RCSLS-B permitted by Bursa Securities to be 12

13 traded on Bursa Securities Transferability Trust deed Governing law : The RCSLS-B are transferable in accordance with the provisions of the Trust Deed-RCSLS-B : The RCSLS-B will be constituted by a Trust Deed- RCSLS-B to be executed by Talam and Trustee duly appointed to act for the benefit of the holders of the RCSLS-B : Laws of Malaysia 13

14 ATTACHMENT I SECURITY Registered and Beneficial Owner Particulars of Land Abra Development Sdn Bhd Talam Maxisegar Sdn Bhd Europlus Corporation Sdn Bhd : No. H.S.(D) , No. PT 20405, Bandar Johor Bahru, Daerah Johor Bahru : No. PN 142, No. Lot 174, Mukim Tanah Rata, Daerah Cameron Highland : No. H.S. (D) 5706, No. PT 5618, Mukim Batang Berjuntai, Daerah Kuala Selangor : No. PN 5282, Lot 2067, Mukim Ulu Yam, Daerah Ulu Selangor Geran 56575, Lot 16531, Seksyen 20, Bandar Serendah, Daerah Ulu Selangor 14