RWIL was incorporated in 2010 and is based in Hong Kong. RWIL is a wholly owned subsidiary company of Ayala Land.

Transcription

1 MCT BERHAD (FORMERLY KNOWN AS GW PLASTICS HOLDINGS BERHAD) ( MCT OR THE COMPANY ) - CALL OPTION AGREEMENTS IN RESPECT OF ORDINARY SHARES OF RM1.00 EACH HELD IN MCT ENTERED INTO BETWEEN:- (A) TAN SRI DATO SRI BARRY GOH MING CHOON AND REGENT WISE INVESTMENTS LIMITED ( RWIL ); AND (B) DATO SRI TONG SEECH WI AND RWIL 1. INTRODUCTION The Board of Directors of MCT ( Board ) wishes to announce that the Company has received a notification after the close of market trading of the Company s securities on 8 May 2015 from Tan Sri Dato Sri Barry Goh Ming Choon ( TSBG ) and Dato Sri Tong Seech Wi ( DST ), the existing major shareholders of the Company with the single largest equity interests in the Company, that they had in their individual capacities on 8 May 2015 separately entered into Call Option Agreements each dated 8 May 2015 (collectively, the Call Option Agreements ) with RWIL, a whollyowned subsidiary of Ayala Land Inc. ( Ayala Land ), to separately and independently grant call options in respect of a collective equity interest of up to 32.95% of the issued and paid-up share capital of MCT. The grant and exercise of such call options are subject to and conditional upon the lapse of the moratorium period applicable to TSBG s and DST s shares held in MCT (being a period of 6 months after the listing date of MCT, expiring on 6 October 2015) and such call options will only be exercisable within a period of one (1) month commencing from the day falling immediately after the expiration of such moratorium period. TSBG and DST have informed the Company that they believe that the grant of the call options is a very positive development and augers well for MCT, as it involves the potential acquisition by Ayala Land, the largest property developer in the Philippines with a strong heritage, reputation, track record and history of growth and innovation, of a very substantial stake in MCT. TSBG and DST have also informed the Company that they look forward to MCT working with Ayala Land and its management to bring synergies and value to MCT and its group of companies and to accelerate MCT s emergence as a key player in the Malaysian property market in the long term. 2. DETAILS OF RWIL RWIL was incorporated in 2010 and is based in Hong Kong. RWIL is a wholly owned subsidiary company of Ayala Land. RWIL had earlier acquired 122,215,500 MCT Shares representing approximately 9.16% of the issued and paid-up share capital of MCT via a private placement exercise undertaken in connection with MCT s listing exercise. Ayala Land is the leading and most diversified and fully integrated property developer in the Philippines. The company is well known for its large-scale, master-planned, mixed-use and sustainable communities that have become thriving economic centres in their respective regions in the Philippines. It has a strong track record of growth and performance. Based on its 2013 Annual Report, Ayala Land had stated that it had generated a net income after tax of P11.7 billion in 2013 which translated to a 30% compound growth rate since 2009, and has practically tripled net income in 4

2 years. Ayala Land further recorded a net income of P14.8 billion in 2014 which represented a growth of 26% over that achieved in The market capitalisation of Ayala Land as at 8 May 2015 is RM47.07 billion (US$13.08 billion), which is higher than the combined market capitalisation of the top 9 property counters listed on Bursa Malaysia. 3. SALIENT TERMS OF THE CALL OPTION AGREEMENTS The salient terms of the Call Option Agreements as notified by TSBG and DST to the Company are as follows: 3.1 Grant of call options In consideration of the payment by RWIL to each of TSBG and DST of the nonrefundable sum of RM10.00 ( Call Option Consideration ), TSGB and DST shall grant, and RWIL shall be entitled subject to paragraph 3.2, to the following call options (collectively, the Call Options ) and the options referred to in paragraph 3.4: (a) RWIL shall have the right, but not the obligation, to acquire:- 135,858,029 MCT Shares from TSBG and 73,154,323 MCT Shares from DST (based on the existing share capital of MCT as at the date of the Call Option Agreements); or (ii) in the event of any change in the issued and paid-up share capital of MCT, such number of MCT Shares calculated as follows: TSBG: (15.658% x issued and paid-up share capital) x 65% DST: (15.658% x issued and paid-up share capital) x 35% or which shall in any event enable RWIL to increase its shareholding in MCT to % (on the basis that RWIL simultaneously exercises its similar rights under the terms of both Call Option Agreements) of the issued and paid-up share capital of MCT at RM1.28 per MCT Share ( Placement Price ), being the placement price for the MCT Shares acquired by RWIL pursuant to a private placement exercise undertaken by MCT ( Placement Acquisition ) ( First Option ); and (b) following the exercise of the First Option, RWIL shall have the right, but not the obligation, to acquire:- an additional 70,577,786 MCT Shares from TSBG and 38,003,423 MCT Shares from DST (based on the existing share capital of MCT as at the date of the Call Option Agreements); or (ii) in the event of any change in the issued and paid-up share capital of MCT, such number of MCT Shares calculated as follows: TSBG : (8.135% x issued and paid-up share capital) x 65% DST: (8.135% x issued and paid-up share capital) x 35% or which shall in any event enable RWIL to increase its shareholding from % to 32.95% (on the basis that RWIL simultaneously exercises its similar rights under the terms of both Call Option Agreements) of the

3 issued and paid-up shares of MCT ( Second Option ) at such price per MCT Share equal to (1) [(Market Price Placement Price) x 0.65] + Placement Price; or (2) the Placement Price, whichever is the higher, where the Market Price is the 20 market days-volume- Weighted Average Market Price ( VWAMP ) per MCT Share (in Ringgit Malaysia) as quoted on Bursa Malaysia Securities Berhad ( Bursa Securities ) on the date of exercise of the Second Option or if none quoted on such day, on the next market day immediately occurring thereafter. For the avoidance of doubt, in no event shall the Second Option Price be less than the Placement Price ( Second Option Price ). 3.2 Exercise of call options (a) RWIL may elect to exercise only the First Option or both of the First Option and the Second Option (collectively, the Call Options ), but in either case, to be exercised fully and not partly or partially, within a period of one (1) month commencing from the day falling immediately after the expiration of the Moratorium Period (as herein defined) ( Initial Acquisition Option Period ) by RWIL serving a notice substantially in the form set out in the Call Option Agreements ( Call Option Notice ) to TSBG and DST that RWIL is exercising only the First Option or both of the Call Options. In the event that neither of the Call Options is exercised during the Initial Acquisition Option Period or such further period mutually agreed upon between the parties, both of the Call Options shall lapse and cease to have any further force or effect. (b) For the avoidance of doubt, RWIL may not exercise the Second Option separately or independently from the exercise of the First Option and must exercise the First Option prior to or simultaneously with the exercise of the Second Option, within the Initial Acquisition Option Period. (c) Notwithstanding any other provision of the Call Option Agreements, the exercise of the Call Options are subject to and conditional upon the simultaneous exercise of the similar options granted under both Call Option Agreements and accordingly as applicable, the First Option or both the Call Options must be exercised simultaneously with, and not separately or independently from, the exercise of the similar options separately granted by TSBG and DST respectively under the Call Option Agreements. 3.3 Call Options conditional upon lapse of Moratorium Period The parties expressly agree that notwithstanding anything contained in the Call Option Agreements, the rights and obligations of the parties under the Call Option Agreements in respect of the grant and exercise of the Call Options are conditional upon and subject to the lapse of a period of 6 months after the listing date of 6 April 2015 (i.e. 6 October 2015) ( Moratorium Period ) and accordingly nothing contained in the Call Option Agreements shall be construed as TSBG or DST attempting or purporting to sell, transfer or assign any part of their shareholdings or the 36-month zero-coupon irredeemable convertible unsecured loan stock issued by MCT on 1 April 2015 (ICULS) held in MCT during the period following the listing date of 6 April 2015 and prior to the lapse of the Moratorium Period.

4 3.4 Grant of Post-ICULS Conversion Call Options In further consideration of the payment by RWIL to each of TSBG and DST of the Call Option Consideration, during the period commencing from 7 October 2015 (being the date next following the expiry of the Moratorium Period) up to 7 May 2018 (being the date falling 37 months from the listing date of 6 April 2015) (corresponding to a period equivalent to one month after the prescribed period of 36 months during which, subject to the fulfilment by TSBG and DST of the requisite conditions as stipulated in the Trust Deed dated 23 February 2015 entered into between MCT (as issuer) and Malaysian Trustees Berhad in respect of the ICULS, the ICULS are convertible into new MCT Shares), TSBG and DST shall grant, and RWIL shall be entitled, subject to paragraph 3.5 and subject to either the First Option or both of the Call Options having been exercised in accordance with the provisions of paragraph 3.2, to the following additional call options (collectively, the Post-ICULS Conversion Call Options ): (a) In the event that RWIL exercised only the First Option during the Initial Acquisition Option Period, RWIL shall have the right, but not the obligation, to acquire an additional 19,713,689 MCT Shares from TSBG and 10,615,063 MCT Shares from DST (subject to adjustment in accordance with the provisions of the Call Option Agreements), in order to maintain RWIL s shareholding at, or restore RWIL s shareholding to, % (subject to and conditional upon RWIL simultaneously exercising its similar rights under the terms of both Call Option Agreements) of the issued and paid-up share capital of MCT at the Placement Price ( Option to Restore RWIL Shareholding to % ); and (b) In the event that RWIL exercised the First Option and the Second Option during the Initial Acquisition Option Period, following the exercise of the Option to Restore RWIL Shareholding to %, RWIL shall have the right, but not the obligation, during the period of one month commencing from the day falling immediately after whichever is the later of the following: the date of notification by TSBG and/or DST to RWIL of the conversion by TSBG and/or DST of any ICULS held by TSBG and/or DST into new MCT Shares; or (ii) the date of notification by TSBG and/or DST to RWIL of the issuance and allotment of new MCT Shares in MCT in favour of TSBG and/or DST arising from such conversion of ICULS, ( Post-ICULS Conversion Call Option Period ), to acquire an additional 26,176,116 MCT Shares from TSBG and 14,094,831 MCT Shares from DST (subject to adjustment in accordance with the provisions of the Call Option Agreements), to maintain RWIL s shareholding at, or restore RWIL s shareholding to, 32.95% (subject to and conditional upon RWIL simultaneously exercising its similar rights under the terms of both Call Option Agreements) of the issued and paidup share capital of MCT (Option to Restore RWIL Shareholding to 32.95%) at such price per MCT Share equal to (1) [(Market Price Placement Price) x 0.80] + Placement Price; or

5 (2) the Placement Price, whichever is the higher, where the Market Price is the 20 market days- VWAMP per MCT Share (in Ringgit Malaysia) as quoted on Bursa Securities on the date of exercise of the relevant Post-ICULS Conversion Call Option or if none quoted on such day, on the next market day immediately occurring thereafter. For the avoidance of doubt, in no event shall the ICULS Conversion Option Price be less than the Placement Price ( ICULS Conversion Option Price ). 3.5 Exercise of Post-ICULS Conversion Call Options (a) RWIL may elect to exercise either of the Post-ICULS Conversion Call Options (as may be applicable in the circumstances) within the Post- ICULS Conversion Call Option Period by RWIL serving a Call Option Notice to TSBG and DST that RWIL is exercising the relevant Post-ICULS Conversion Call Option. In the event that neither of the Post-ICULS Conversion Call Options (as may be applicable in the circumstances) is exercised during the Post-ICULS Conversion Call Option Period or such further period agreed mutually between the parties, the Post-ICULS Conversion Call Options shall lapse and cease to have any further force or effect. (b) For the avoidance of doubt, the Option to Restore RWIL Shareholding to % shall be exercisable only if/where the First Option has been exercised and the Option to Restore RWIL Shareholding to 32.95% shall be exercisable only if/where both the Call Options have been exercised. (c) Notwithstanding any other provision of the Call Option Agreements, the exercise of the Post-ICULS Conversion Call Options are each respectively subject to and conditional upon the simultaneous exercise of the similar options granted under both the Call Option Agreements and accordingly as applicable, the Option to Restore RWIL Shareholding to % and the Option to Restore RWIL Shareholding to 32.95% must be exercised simultaneously with, and not separately or independently from, the exercise of the similar options separately granted by TSBG and DST respectively under the Call Option Agreements. (d) TSBG and DST respectively shall notify RWIL in writing of the following within 3 market days of the occurrence of the following: the conversion by TSBG or DST of any ICULS held by TSBG or DST into new MCT Shares; and (ii) the issuance and allotment of new MCT Shares in MCT in favour of TSBG or DST arising from such conversion of ICULS. 3.6 Adjustments to number of Post-ICULS Conversion Option Shares (a) The parties acknowledge that the purpose of the Post-ICULS Conversion Call Options are solely to ensure that RWIL is provided with the opportunity to maintain or restore the equity interest initially acquired by RWIL in the Company pursuant to the exercise of the Call Options, arising from dilution of its equity interest by virtue of conversion by TSBG and DST of RM122,218,357 nominal value of ICULS after the fulfilment by TSBG and DST of the requisite conditions as stipulated in the Trust Deed

6 dated 23 February 2015 entered into between the Company (as issuer) and Malaysian Trustees Berhad in respect of the ICULS. (b) Accordingly, the parties hereby acknowledge and agree that the Post- ICULS Conversion Option Shares shall from time to time be subject to the following adjustments: In the event that RWIL disposes of any part of its equity interest in MCT following the exercise of the Call Options to any other party, other than related parties pursuant to the provisions of the Call Option Agreements and subject always to compliance by RWIL with the terms of the Call Option Agreements, such MCT Shares disposed by RWIL shall be deducted and excluded from the Post-ICULS Conversion Call Options and the number of MCT Shares which is subject to the Post-ICULS Conversion Call Options shall be adjusted downwards accordingly; and 3.7 Holding period (ii) In the event that not all and part only of the RM122,218,357 nominal value of outstanding ICULS are converted by TSBG and DST from time to time during the prescribed period of 36 months during which the ICULS are convertible into new MCT Shares, the number of MCT Shares that RWIL is entitled to acquire pursuant to the Post-ICULS Conversion Call Options shall be pro-rated based on the percentage of the actual number of ICULS converted by TSBG and DST at the time of exercise of the relevant Post-ICULS Conversion Call Option. If RWIL has exercised either the First Option or both the First Option and the Second Option during the Initial Acquisition Option Period, then as from the listing date of 6 April 2015 until and inclusive of 6 April 2017, being the last date of the expiry of a period of two (2) years thereafter, the parties shall retain and not without the prior written consent of the other parties sell, transfer or otherwise dispose of any of the respective MCT Shares held by them except to any related parties as permitted pursuant to the terms of the Call Option Agreements. 3.8 Non-competition (a) The parties undertake and covenant that from the listing date of 6 April 2015 up to the date falling 7 years thereafter or until the date of termination of the Call Option Agreements, whichever is earlier, it shall not directly engage in property development of residences (terraced and detached houses, apartments and condominiums for sale), offices (SOFO (Small Office Flexible Office)/SOHO (Small Office Home Office) and corporate offices) and/or malls (whether standalone or integrated into residences and offices) in Malaysia on its own or in partnership with or via any other entity without first offering the relevant project to MCT to develop or carry out. (b) RWIL acknowledges and agrees that the foregoing prohibition as stipulated in paragraph (a) above shall also apply to its holding company, Ayala Land and subsidiary companies of Ayala Land and RWIL shall procure and ensure compliance by such entities of the aforesaid noncompete undertaking.

7 (c) For the avoidance of doubt, the parties acknowledge that the noncompete undertaking given by the parties as set out in this paragraph 3.8 will:- not apply or take effect if RWIL has only completed the Placement Acquisition, without exercising the First Option or both the First Option and the Second Option in accordance with the provisions of the Call Option Agreements; and 4. APPROVALS REQUIRED (ii) will cease to apply upon the termination of the Call Option Agreements. The Call Option Agreements are not subject to the approval of the shareholders of the Company. 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS Save for TSBG and DST, none of the directors and/or major shareholders of MCT and/or persons connected with them has any interest, direct or indirect, in respect of the Call Option Agreements. This announcement is dated 11 May 2015.