PERISAI PETROLEUM TEKNOLOGI BHD ( PERISAI OR THE COMPANY )

Transcription

1 PERISAI PETROLEUM TEKNOLOGI BHD ( PERISAI OR THE COMPANY ) PROPOSED PRIVATE PLACEMENT OF UP TO 119,272,400 ORDINARY SHARES OF PERISAI REPRESENTING APPROXIMATELY TEN PERCENT (10%) OF THE EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF PERISAI ( PROPOSED PRIVATE PLACEMENT ) 1. INTRODUCTION We refer to announcements dated 7 October 2015, 8 October 2015, 19 October 2015 and 21 October 2015 in relation to the Proposed Private Placement ( Announcements ). All abbreviations and definitions used herein shall have the same meanings as the words and expressions defined in the Announcements, except where the context otherwise requires or where otherwise defined herein. Further to the Announcements, the Board is pleased to announce that the Company had on 24 November 2015 procured a placee for the Proposed Private Placement vide the execution of a call option agreement ( Call Option Agreement ) with Macquarie Bank Limited ( Macquarie or the Investor ) pursuant to which the Investor is granted call options with the right to exercise and be issued with up to 119,000,000 ordinary shares of RM0.10 each ( Call Option(s) ) in Perisai at an exercise price to be determined at a later date ( Exercise Price ) ( Exercised Option Share(s) ). The Company and the Investor shall each referred to as a Party and collectively as the Parties. 2. DETAILS OF CALL OPTION AGREEMENT Pursuant to the Call Option Agreement, the Company grants 119,000,000 Call Options to Macquarie exercisable into up to 119,000,000 new Perisai Shares depending on the number of Call Options exercised within the exercise period for the Exercise Price. The Call Options will expire on the date which is eighteen (18) months after the Call Options Closing Date*. The issuance of the Exercised Option Shares will be done through a placement by a placement agent. Please refer to the salient terms of the Call Option Agreement as set out in Appendix I. Note: * Refers to the date on which the conditions precedent (as set out in Appendix II of this announcement) are satisfied or waived provided that such a date shall not be later than two (2) months from the date of the Call Option Agreement. 3. INFORMATION ON MACQUARIE Macquarie Bank Limited ACN , a company incorporated under the laws of Australia having its registered office at Level 6, 50 Martin Place, Sydney NSW 2000, Australia. Macquarie Bank Limited is a subsidiary of Macquarie Group Limited ACN and is regulated by the Australian Prudential Regulation Authority as an Authorised Deposit-taking Institution. The principal activity of Macquarie Bank Limited and its subsidiaries is to act as a full service financial services provider offering a range of commercial banking and retail financial services in Australia and selected financial services offshore. 1

2 4. DIRECTORS STATEMENT After taking into consideration all aspects of the Call Option Agreement, the Board is of the opinion that the Call Option Agreement is in the best interest of the Company and its shareholders. 5. ESTIMATED TIME FRAME FOR COMPLETION The approval of the Bursa Securities for the Proposed Private Placement is valid for a period of six (6) months from the date of such approval, being on 21 October In view that the Call Options will only expire on the date which is 18 months after the date of the Call Options Closing Date, and in the event that the Call Options have not been fully exercised within the approval validity period of six (6) months, the Company will apply for an extension of the validity period and if the extension is not granted, the Call Option Agreement will be terminated and accordingly all Call Options that have not been exercised shall lapse. 6. DOCUMENT FOR INSPECTION A copy of the Call Option Agreement will be made available for inspection during normal business hours at the registered office of Perisai at Suite 3A-17, Level 17, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur, Malaysia, from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 24 November

3 APPENDIX I - SALIENT TERMS OF THE CALL OPTION AGREEMENT 1. GRANT OF CALL OPTIONS 1.1 Call Options The Company hereby grants to the Investor 119,000,000 Call Options. The Call Options shall not be listed or quoted for trading on Bursa Securities or any other stock exchange. 1.2 Options Expiry Date Each Call Option shall expire on the date which is eighteen (18) months after the Call Options Closing Date ( Options Expiry Date ). On the Options Expiry Date, any Call Option remaining unexercised shall lapse and cease to be of any further effect (provided that the Company s obligations to issue Exercised Option Shares, pursuant to Clause 2.2, in respect of any Exercise Notice (1) issued to the Company prior to the Options Expiry Date shall remain even if the Exercise Completion Date (as set out in Clause 5) occurs after the Options Expiry Date). 1.3 Conditions precedent to the grant of Call Options Without limiting the generality of Clause 4, on the Call Options Closing Date (as defined in Section 2) the Company shall deliver to the Investor the documents listed in Appendix II towards satisfaction of the conditions precedent in Appendix II. 1.4 Submission of Bursa Securities applications The Company represents and warrants it has obtained Bursa Securities approval with a validity period of six (6) months from the date of approval being 21 October 2015, for the Listing (2) of the Exercised Option Shares (arising from the exercise of all the Call Options). The Company will apply for an extension of the validity period using reasonable efforts. If the extension of the validity period is not obtained, the Call Option Agreement and the Call Options that have not been exercised will be terminated. Any monies that have been paid for the unlisted Exercised Option Shares will be refunded. 1.5 Issue of certificate On the Call Options Closing Date, the Company shall issue to the Investor the certificate(s) representing and evidencing the Call Options. 2. EXERCISE OF THE CALL OPTIONS 2.1 Options Exercise Period Each Call Option may be exercised by the Investor at any time during the Options Exercise Period (3) and it is acknowledged and agreed between the Parties that any time during the Options Exercise Period, there may be more than one (1) Exercise Notice issued by the Investor to the Company. 2.2 Exercise of the Call Options Each Call Option may be exercised by the Investor issuing and delivering to the Company the Exercise Notice. An Exercise Notice may be delivered in respect of one or more Call Options. Upon receipt of the Exercise Notice and subject to Clause 2.4 and Clause 2.6, the Company shall be obliged to issue and allot to the Investor such number of Exercised Option Shares indicated in the Exercise Notice. 3

4 2.3 Delivery of Exercise Notices Each Exercise Notice shall be delivered by the Investor to the Company before 5 p.m. on any Trading Day (4) Where an Exercise Notice is delivered by the Investor to the Company on or after 5 p.m. on any Trading Day, it shall be treated as valid and effective as if it was delivered on the immediately following Trading Day. 2.4 Exercise Notices irrevocable Once given, an Exercise Notice is irrevocable. 2.5 Exercise Price Subject to Clauses and 2.5.3, the Exercise Price (5) in respect of each Exercised Option Share shall be an amount equal to ninety (90) per cent of the volume weighted average price ( VWAP ) of the Ordinary Shares (6) as traded on Bursa Securities during the five (5) consecutive Market Days (4) immediately preceding the Exercise Notice Date (7), as reported by Bloomberg LP. The Exercise Price shall be rounded to the fifth (5 th ) decimal point If the Exercise Price calculated in accordance with Clause is less than the Floor Price (8), the Exercise Price for that exercise shall be equal to the Floor Price. For the avoidance of doubt, this means that the Exercise Price can never be lower than the Floor Price For the avoidance of doubt, off-market trades of the Ordinary Shares shall be disregarded when calculating the VWAP for the purposes of this Clause. 2.6 Payment for each exercise The Exercise Payment Amount (9) for each exercise shall be an amount equal to the Exercise Price multiplied by the number of Exercised Call Options, and shall be indicated in the Exercise Notice to be delivered by the Investor to the Company in connection with such exercise and shall be paid on the Exercise Notice Date by transfer of immediately available funds to the bank account of the placement agent. The Exercise Payment Amount for each exercise shall be at least RM 2,000, Adjustments to the Call Options due to corporate actions Subject to the approval from Bursa Securities (if required), if the Company varies its share capital (whether by way of a capitalisation of profits or reserves, a consolidation, reduction, sub-division or conversion of Ordinary Shares or a rights issue, share placements or any other form of capital distribution), then the terms of any: Call Options; and Exercised Option Shares from Call Options that have been exercised but not yet completed, 4

5 shall be adjusted accordingly in such manner as the Investor may determine to be appropriate, provided always that the basis of any adjustment shall only be to ensure that the economic value of those Call Options and/or Exercised Option Shares shall be the same after such variation of share capital as it was immediately prior to such variation of share capital subject to as follows: (a) (b) if the adjustment results in additional Call Options and approval from Bursa Securities for the listing of the additional Exercised Option Shares to be issued pursuant to the exercise of the additional Call Options has not been obtained, the additional Call Options shall not be exercisable until such approval has been obtained; if the adjustments results in the aggregate number of Exercised Option Shares issued or to be issued pursuant to the exercise of the Call Options exceeding such number equivalent to 9.98% of the Company s issued and paid-up share capital upon completion of such variation of share capital, the Call Options which if exercised will result in such excess Exercised Option Shares to be issued shall be disregarded. The Company shall use reasonable endeavour to obtain the approvals from Bursa Securities described above (if required). 3. COMMITTED EXERCISE PERIOD 3.1 Committed Exercise Period Subject to Clause 3.2, the Investor shall exercise all of Call Options by issuing and delivering to the Company Exercise Notice(s) in one or more exercises within a period of one hundred and eighty (180) Trading Days (the Committed Exercise Period ), being approximately nine (9) calendar months. The Committed Exercise Period shall commence from the date of the first Exercise Notice which shall be a date falling within three (3) Trading Days from the Call Options Closing Date. 3.2 Extension of Committed Exercise Period The Committed Exercise Period shall be automatically extended for such period of days during which any of the following events subsist: (a) (b) (c) the price of the Ordinary Shares as quoted on Bursa Securities falls below 110 per cent of the Floor Price at any time during a Trading Day (including at the close of trading); the daily traded volume of the Ordinary Shares on any Trading Day is less than 3,500,000 Ordinary Shares; or on any Trading Day there are Exercised Options Shares that have not been delivered to the Investor s account pursuant to Clause 5.2 and fulfilled its obligations under Clause

6 3.2.2 The Committed Exercise Period shall extend by an additional Trading Day for each Trading Day whereby the events stated in Clause subsist and shall continue for such period of days after the total period of one hundred and eighty (180) Trading Days from the first Exercise Notice Date has elapsed. For the avoidance of doubt, in the event that the Committed Exercise Period is extended under Clause 3.2.1(c) above, the Committed Exercise Period shall extend until the next Trading Day after the Company Delivers (10) the relevant Exercised Option Shares to the Investor's account or otherwise cures the breach of its obligations under Clause 5.3 to the satisfaction of the Investor, acting reasonably. 3.3 Consequential effects of extension Upon an extension pursuant to Clause 3.2 taking effect and in any case within one (1) Business Day (11) from such extension taking effect, the Investor shall notify the Company of such an extension through written or electronic means. Upon receipt of such notice, the Company shall complete, in accordance with Clause 2.2, any outstanding Exercise Notice (being one where the Company has not issued and allotted to the Investor s account such number of Exercised Option Shares) received from the Investor prior to receipt of the written notification. 3.4 Termination of Committed Exercise Period The Committed Exercise Period shall terminate immediately when the Company issues a termination notice to the Investor pursuant to Clause CONDITIONS PRECEDENT The obligation of the Investor to effect completion of the issue of Call Options in Clause 1.1 and Completion (as set out in Clause 5) of each exercise in Clause 5.1 is subject to the conditions precedent ( Conditions ) that, as at the Call Options Closing Date and the Exercise Notice Date and unless indicated below, on each Exercise Completion Date respectively, the Investor is satisfied that: each representation and warranty made by the Company in the Transaction Documents (12) is true in all material respects as though it had been made at that date in respect of the facts and circumstances then subsisting; no Event of Default (as set out in Clause 8) subsists or will result from the relevant exercise of Call Options; shareholders resolution(s) necessary to authorise the directors of the Company to allot and issue the Exercised Option Shares have been obtained and remains valid; all authorisations necessary: (a) for the issue and Delivery and Listing of the Exercised Option Shares; and 6

7 (b) to approve, implement and effect the transactions contemplated by the Transaction Documents, have been obtained or made and are all in full force and effect; no facts, matters or circumstances exist which are required to be announced by the Company pursuant to the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ) and the Malaysian Code on Take-overs and Mergers 2010 or otherwise required by law or any government agency and which have not been so announced; no admission document or prospectus is required under the Listing Requirements, the Capital Markets Services Act 2007, the Companies Act,1965 ( Companies Act ) or otherwise by law or any government agency in respect of the Exercised Option Shares other than those documents required in connection with the authorisations referred to in Paragraph 4 of Appendix II; no statute, rule, regulation, order, decree, ruling or injunction has been enacted, entered, promulgated or endorsed by any government agency of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by the Transaction Documents; no litigation or arbitration proceeding has been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by the Transaction Documents; the trading of the Ordinary Shares is not suspended by Bursa Securities and the Company has not received any notice threatening the continued trading and tradability of the Ordinary Shares on Bursa Securities; and the Company has no knowledge of any event which will cause the trading of the Ordinary Shares on Bursa Securities to be suspended or otherwise restricted or terminated; no other event or series of events has occurred which will have a Material Adverse Effect (13) ; no material change, or any material development involving a prospective change or any crisis in local, national, regional or international financial (including stock market, foreign exchange market, inter-bank market or interest rates or money market), political, industrial, economic, legal or monetary conditions, taxation or exchange controls or a combination of any such changes or development or crisis or deterioration thereof which in any way affects the Investor's ability to hedge its risks or any other financial or business risks in connection with the transactions contemplated in the Call Option Agreement; and it does not reasonably believe that it is in possession of non-public information and the Company has not disclosed any such information to the Investor. Clause and shall not be applicable to any Exercise Completion Date. 7

8 5 COMPLETION 5.1 Listing of Exercised Option Shares For each exercise, the Company shall: do all things: (a) (b) required by the Securities Commission of Malaysia and Bursa Securities or any law; or which is otherwise necessary (including to execute any document or to give any directions or instructions), to procure the Delivery and Listing of the Exercised Option Shares; and allot and issue the Exercised Option Shares to the Investor or its nominee(s) on the Exercise Completion Date on the terms set out in Clause 5.3; and procure the Delivery and Listing of the Exercised Option Shares on the Exercise Completion Date. 5.2 Exercise Completion Date Where the Investor has sent the relevant Exercise Notice to the Company and paid to the placement agent in clear funds the Exercise Payment Amount before 12 noon on the relevant Exercise Notice Date, the Exercise Completion Date shall be by 6:30pm on the third Trading Day after the Exercise Notice Date; otherwise Where the Investor has sent the relevant Exercise Notice to the Company and paid to the placement agent in clear funds the Exercise Payment Amount after 12 noon on the relevant Exercise Date, the Exercise Completion Date shall be by 9:00am on the fourth Trading Day after the Exercise Date. 5.3 Company's Completion obligations On each Exercise Completion Date the Company shall: Deliver and procure the crediting of the Exercised Option Shares to the Investor's account; and provide copies of the following as evidence of the Listing of the Exercised Option Shares: (a) the Delivery of the Exercised Option Shares: (i) (ii) Form 24 (Return of Allotment of Shares); the letter from the Company s share registrar to Bursa Malaysia Depository Sdn Bhd ( Bursa Depository ) enclosing a copy of the global share certificate acknowledged receipt by Bursa Depository and the global share certificate; 8

9 (iii) the allotment verification issued by Bursa Depository to the Company s share registrar; (b) Listing of the Exercised Option Shares: announcement made by the Company in accordance with the Listing Requirements. 5.4 Issue terms The Exercised Option Shares shall be issued to the Investor and/or its nominee(s) on the following terms: subject to Clause 5.4.3, each Exercised Option Share shall rank equally with, and carry the same rights and privileges as, in all respects, all other issued Ordinary Shares; each Exercised Option Share is not subject to any mortgage, pledge, lien or charge or any security or other encumbrance (collectively the Security Interest ) created by the Company or other adverse right held by any third party; each Exercised Option Share is fully paid and shall only entitle the Investor to all dividends declared and all interim dividends declared subsequent to the date of issue; and each Exercised Option Share is immediately tradeable by the Investor on Listing and is not subject to any form of moratorium, lock-up and any other transfer restrictions. 6 FEES 6.1 Structuring Fee In respect of each calendar month, the Company shall pay to Macquarie Capital (Malaysia) Sdn. Bhd. for its role as arranger, an amount equal to 1 per cent of the quantum of the aggregated Exercise Payment Amounts in relation to all exercises in the relevant calendar month ( Structuring Fee ) within three (3) business days after the last day of the relevant month. 6.2 Break fee payable by Company In the event that at any time after the Call Options Closing Date, the Company unilaterally elects to terminate the Call Option Agreement prior to the exercise of 23,800,000 Call Options, the Company shall pay the Investor a fee of USD 50,000 no later than fifteen (15) calendar days after receiving a letter or notice of demand from the Investor. Such fee shall constitute reimbursement for the costs, including but not limited to the external legal costs, incurred by the Investor in connection with the transactions contemplated by the Call Option Agreement. For the avoidance of doubt, this Clause does not constitute a waiver of any antecedent non-performance or breach by the Parties of any of the terms of the Call Option Agreement. 9

10 6.3 Termination of the Call Option Agreement All amount, fees, costs and expenses to be paid by the Company shall remain payable by the Company and the Investor shall not be required to reimburse to the Company any amount, fees, costs and expenses paid to it by the Company in the event of termination of the Call Option Agreement for any reason whatsoever, save for any break fee payable by the Investor under Clause TERMINATION 7.1 Automatic Termination The Call Option Agreement shall terminate on the Options Expiry Date, save that if an Exercise Notice is issued prior to the Options Expiry Date but the Exercise Completion Date for such exercise falls after the Options Expiry Date, then the Call Option Agreement shall only terminate on the Completion of such exercise. 7.2 Termination by Investor Subject to the Call Option Agreement becoming unconditional pursuant to Clause 1.3, the Investor may immediately terminate the Call Option Agreement by written notice to the Company following the occurrence of an Event of Default (as set out in Clause 8) provided that the Investor is not in material breach of any of its obligations under the Call Option Agreement whereupon the Call Option Agreement shall be of no further effect without prejudice to remedies or actions that may be available to the Investor at law. 7.3 Termination by Company Subject to the Call Option Agreement becoming unconditional in all respects, the Company may terminate the Call Option Agreement by issuing a written notice to the Investor of not less than twenty (20) Trading Days prior to the termination taking effect (the Notice Period ). For the avoidance of doubt, the Investor shall have the right to exercise Call Options during the Notice Period and in respect of which the Company shall satisfy its obligations in relation to the Exercise Notice issued by the Investor for such exercise. 7.4 Market disruption event The Investor shall have the right to terminate the Call Option Agreement if there is any change, or any development involving a prospective change of any interpretation or administration of any laws or regulations or any crisis in local, national, regional or international financial (including stock market, foreign exchange market, inter-bank market or interest rates or money market), political, industrial, economic, legal or monetary conditions, taxation or exchange controls or a combination of any such changes or development or crisis or deterioration thereof, or a general moratorium declared in respect of banking activities which in any way affects the Investor s ability to hedge its risks or any other financial or business risks in connection with the transactions contemplated in the Call Option Agreement. 10

11 8 EVENTS OF DEFAULT Each of the events or circumstances set out in this Clause 8 is an Event of Default. 8.1 Obligations under Transaction Documents The Company does not: comply, in a material respect, with any provision of the Transaction Documents to which it is a party in a material respect, save that an Event of Default under this Clause shall not occur if the failure to comply is in the opinion of the Investor capable of remedy and is remedied within ten (10) business days of the Investor giving written notice to the Company of the failure to comply with any provision; or Deliver the Exercised Option Shares and have the same Listed, on the Exercise Completion Date. 8.2 Ordinary Shares The Ordinary Shares: cease to be Listed on the Main Market of Bursa Securities; or are suspended from the Official List of Bursa Securities or are otherwise not tradeable for a consecutive period of five (5) Trading Days at any time during the term of the Call Option Agreement. 8.3 Misrepresentation A representation, warranty or statement by or on behalf of a Group Member (14) in a Transaction Document, or in a document provided by or on behalf of a Group Member under or in connection with a Transaction Document, is or proves to have been incorrect or misleading in any material respect when made or repeated. 8.4 Administration, winding up, arrangements, insolvency etc An application or an order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting, an application to a court or other steps are taken for: (a) (b) (c) the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager or other similar officer in respect of any Group Member or any of its assets; the winding up which is not frivolous or vexatious in nature and not discharged within thirty (30) days or such longer period as may be reasonable in the circumstances, judicial management, dissolution, administration or reorganisation of a Group Member; the amalgamation, reconstruction, merger or consolidation of a Group Member which has a Material Adverse Effect; or 11

12 (d) a Group Member entering into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them, or any analogous procedure or step is taken in any jurisdiction A Group Member ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets and which has a Material Adverse Effect A Group Member: (a) (b) admits its inability or is (or is deemed by law or a court to be) unable to pay its material debts as they fall due, suspends making payments on any of its debts or commences negotiations with one or more of its creditors with a view to rescheduling all or a material part of (or a particular type of) its indebtedness, which the Investor deems acting in good faith, is material and has a Material Adverse Effect; or stops or suspends or threatens to stop or suspend payment of all or a class of its debts which the Investor deems, acting in good faith, is material and has a Material Adverse Effect The value of the assets of the Group is less than its liabilities (on a consolidated basis). 8.5 Enforcement against assets A Security Interest (15) is enforced in respect of all or a material part of the assets of a Group Member Any expropriation, attachment, sequestration, distress or execution materially adversely affects any asset or any asset of a Group Member and is not discharged within thirty (30) days. 8.6 Compulsory acquisition All or any substantial part of the assets of a Group Member is compulsorily acquired by or by order of a government agency or under law A government agency orders the sale, vesting or divesting of all or any substantial part of the assets of a Group Member. 8.7 Cessation of business A Group Member ceases or threatens to change the nature or scope of its business or cease to carry on all or a substantial part of its business and which has a Material Adverse Effect. 8.8 Illegality It is or becomes unlawful for a Party to perform any obligation or to comply with any material term of a Transaction Document. 12

13 8.9 Repudiation Any Transaction Document ceases for any reason not attributable to the Investor (or is claimed by the Company who is a party to the Transaction Document not) to be the legal and valid obligation of the Company, binding upon it in accordance with its terms The Company repudiates a Transaction Document to which it is a party or evidences an intention to repudiate a Transaction Document to which it is a party Other Transaction Documents The occurrence of an event specified as an event of default in any other Transaction Document Material Adverse Effect An event occurs which is, or a series of events occur which together are, likely to have a Material Adverse Effect Credit facilities Any credit facility granted to any Group Member is withdrawn, terminated or suspended on account of a default by that Group Member Non- Public Information If at any time the Company provides any non-public information to the Investor or any of its representatives (whether inadvertently or otherwise). Notes: (1) Exercise Notice refers to a notice from the Investor to the Company. (2) Listed refers to admitted and listed and quoted on the Main Market of Bursa Securities and not removed and Listing shall have a corresponding meaning. (3) Options Exercise Period refers to the period commencing on the date of the Call Option Agreement and ending on the Options Expiry Date. (4) Trading Day refers to a day on which Bursa Securities is open for securities trading ( Market Day ) on which the Ordinary Shares are freely tradeable. (5) Exercise Price refers to the price at which the Investor shall subscribe for each Ordinary Share upon the exercise of a Call Option which shall be the price as determined in accordance with Clause 2.5. (6) Ordinary Share refers to a Listed ordinary share of RM0.10 each in the capital of the Company which is tradeable. (7) Exercise Notice Date refers in relation to an exercise of Call Option, the date on which the Company receives the relevant Exercise Notice from the Investor pursuant to Clause 2.2. (8) Floor Price refers to RM0.25 per Ordinary Share. The Exercise Price can never be lower than the Floor Price. (9) Exercise Payment Amount refers to the gross cash amount payable by the Investor pursuant to an exercise. (10) Delivery refers to, in relation to an Ordinary Share, the completion of all of the following: (i) the allotment and issue of the Ordinary Share to CDS for the account of the Investor (or its nominee(s)); (ii) the delivery to CDS of the share certificates registered in the name of CDS for the Ordinary Share; and (iii) the instructing of CDS to credit the Investor's account with the Ordinary Share, and Deliver has a corresponding meaning. 13

14 (11) Business Day refers to means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Malaysia. (12) Transaction Documents refer to: (i) the Call Option Agreement; and (ii) any other document which the Parties agree in writing is a Transaction Document for the purposes of the Call Option Agreement. (13) Material Adverse Effect refers to a material adverse effect on the validity or enforceability of any Transaction Document, and/or the ability of a Group Member to perform its obligations under a Transaction Document. (14) Group Member refers to the Company and each of the subsidiaries of the Company, which is in existence as at the date of the Call Option Agreement. (15) Security Interest refers to a mortgage, pledge, lien or charge or any security or other encumbrance. 14

15 APPENDIX II - CONDITION PRECEDENT TO GRANT OF CALL OPTIONS The conditions precedent to be delivered by the Company to the Investor for the purposes of Clause 1.3 of Appendix I are as follows: 1. Transaction Documents Duly executed counterparts by the Company of each Transaction Document 2. Stamping Evidence that each Transaction Document has been duly stamped, where necessary. 3. Verification Certificate A verification certificate with all attachments. 4. Approvals and Authorisations (i) (ii) (iii) Shareholders approval(s) pursuant to the Listing Requirements and Companies Act for the issue of the Exercised Option Shares in accordance with the Call Option Agreement; Directors approval for the execution and performance by the Company of the Call Option Agreement; and Bursa Securities' approval for the Listing of the Exercised Option Shares, provided that where any authorisation is subject to any conditions, such conditions being acceptable to the Parties, acting reasonably. 15