THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. CRESCENDO CORPORATION BERHAD (Company No. 359750-D) (Incorporated in Malaysia) NOTICE TO HOLDERS OF 7-YEAR 3.75% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2009/2016 ( ICULS ) in relation to LAST INTEREST PAYMENT AND MATURITY OF ICULS STOCK NAME CRESNDO-LB STOCK CODE 6718LB IMPORTANT RELEVANT DATES Last date and time for trading of ICULS Date and time of suspension of trading of ICULS Book closure date in relation to the maturity of ICULS Last date and time for conversion of ICULS Date and time of de-listing of ICULS Monday, 21 December 2015 at 5.00 p.m. Tuesday, 22 December 2015 at 9.00 a.m. Monday, 4 January 2016 at 5.00 p.m. Monday, 11 January 2016 at 5.00 p.m. Tuesday, 12 January 2016 at 9.00 a.m. This Notice is dated 8 December 2015
DEFINITIONS _ Except where the context otherwise requires, the following definitions shall apply throughout this Notice - Board or Directors The Board of Directors of CCB Bursa Depository Bursa Malaysia Depository Sdn Bhd (Company No. 165570-W) Bursa Securities Bursa Malaysia Securities Berhad (Company No. 635998-W) CCB or the Company Crescendo Corporation Berhad (Company No. 359750-D) CDS Central Depository System Conditions The terms and conditions of the ICULS as set out in Part II of the First Schedule of the Trust Deed Conversion Price Ringgit Malaysia One (RM1.00) only for every one (1) new CCB Share or such other price as shall be adjusted in accordance with the Conditions CCB Share(s) Ordinary share(s) of RM1.00 each in CCB Depositor Holder of a Securities Account ICULS RM59,682,634.00 nominal value of 7-Year 3.75% Irredeemable Convertible Unsecured Loan Stocks 2009/2016 issued by CCB pursuant to the Trust Deed ICULS Holder(s) Holder(s) of ICULS whose names appear in the Record of Depositors of ICULS Issue Date 12 January 2009 Maturity Date The day immediately preceding the seventh (7) anniversary of the Issue Date i.e. Monday, 11 January 2016 Market Day Any day between Mondays and Fridays (both days inclusive) which is not a public holiday and on which Bursa Securities is open for trading of securities Notice This Notice to ICULS Holders dated 8 December 2015 in relation to the last interest payment and maturity of ICULS Notice of Conversion Form for ICULS Holders to carry out their rights to convert their ICULS into New Share(s) provided in the Conditions Paying Agent Tacs Corporate Services Sdn. Bhd. (Company No. 231621-U) or such other paying agent or agents for the time being Record of Depositors A record of depositors provided by Bursa Depository to the Company under the Rules of Bursa Depository i
RM and Sen Ringgit Malaysia and sen respectively Registrar The share registrar of the Company, namely Tacs Corporate Services Sdn. Bhd. (Company No. 231621-U) Securities Account An account established by Bursa Depository for a Depositor for the recording of the deposit of securities and for dealing in such securities by the Depositor Trust Deed Trust Deed dated 27 November 2008 entered into between CCB, OSK Trustees Berhad (Company No. 573019-U) and the Paying Agent constituting the ICULS and its Supplemental Trust Deed dated 24 September, 2013 entered into between CCB, RHB Trustees Berhad (Formerly known as OSK Trustees Berhad) as Retiring Trustee, Malaysian Trustees Berhad (Company No. 21666- V), as the New Trustee, and the Paying Agent New Trustee Malaysian Trustees Berhad (Company No. 21666-V) THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ii
TABLE OF CONTENTS NOTICE TO ICULS HOLDERS OF CCB IN RELATION TO LAST INTEREST PAYMENT AND MATURITY OF ICULS PAGE 1 to 2 1. LAST INTEREST PAYMENT 2 2. SUSPENSION OF TRADING AND LAST DAY FOR TRADING 2 3. MANDATORY CONVERSION 2 4. BOOK CLOSURE DATE 3 5. UNCLAIMED MONIES 3 6. FORFEITURE OF UNCLAIMED MONEYS 3 7. DIRECTORS RESPONSIBILITY STATEMENT 4 8. CONTACT DETAILS FOR ENQUIRIES 4 FORM OF NOTICE OF CONVERSION ENCLOSED THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK iii
CRESCENDO CORPORATION BERHAD (Company No. 359750-D) (Incorporated in Malaysia) Registered Office - Unit No. 203, 2 nd Floor, Block C, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor. 8 December 2015 Directors Gooi Seong Lim (Executive Chairman and Managing Director) Gooi Seong Heen (Executive Director) Gooi Seong Chneh (Executive Director) Gooi Seong Gum (Executive Director) Gan Kim Guan (Senior Independent Non-Executive Director) Yeo Jon Tian @ Eeyo Jon Thiam (Independent Non-Executive Director) Tan Ah Lai (Independent Non-Executive Director) Chew Ching Chong (Independent Non-Executive Director) To The ICULS Holders of CCB Dear Sir / Madam, NOTICE OF LAST INTEREST PAYMENT AND MATURITY OF ICULS NOTICE IS HEREBY GIVEN THAT pursuant to the terms and conditions stipulated in the Trust Deed, the ICULS will mature on Monday, 11 January 2016 at 5.00 p.m. As at 1 December 2015 (being the practicable date prior to the printing of this Notice), a total of RM7,706,953.00 nominal value of the ICULS have been converted into fully paid CCB Shares which rank pari passu in all respects with the then existing CCB Shares and the nominal value of ICULS which have not been converted and/or cancelled and which are still outstanding is RM51,975,681.00. Unless the context otherwise requires or unless otherwise defined in this Notice, words and expressions defined in the Trust Deed shall have the same meanings when used in this Notice. The ICULS are listed on Bursa Securities with the Stock Name CRESNDO-LB and Stock Code 6718LB. ICULS Holders should note that all outstanding ICULS shall be automatically converted into fully paid new CCB Shares at the Conversion Price after 5.00 p.m. on the Maturity Date and the ICULS shall cease to bear interest. 1
The new CCB Shares to be issued and allotted arising from the conversion of the ICULS shall be credited directly into the CDS accounts of the ICULS Holders and notices of allotment stating the number of new CCB Shares credited into the CDS accounts will be issued to the ICULS Holders. No physical share certificates will be issued to these ICULS Holders. The Company shall within eight (8) Market Days (or such other period as may be prescribed by Bursa Securities) after the date of receipt of the Notices of Conversion or after the Maturity Date- (i) (ii) (iii) allot and/or issue to the ICULS Holders, new CCB Shares arising from the conversion of ICULS; dispatch the notices of allotment to the ICULS Holders by ordinary post; and submit an application to Bursa Securities for the listing and quotation of such new CCB Shares on Bursa Securities. The new CCB Shares to be issued pursuant to the conversion of the ICULS shall, upon allotment and issue, rank pari passu in all respect with the then existing CCB Shares, except that the ICULS Holders will not be entitled to any dividends, rights, allotments or distributions that may be declared, made or paid prior to the date of allotment of the new CCB Shares. Any fraction of a new CCB Shares resulting from the conversion of ICULS shall be disregarded and the Company shall not be required to pay the value of such fraction to the ICULS Holders or cause the CDS account of the ICULS Holders to be credited for the fraction. Accordingly, the ICULS will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. on Tuesday, 12 January 2016. The ICULS Holders are advised to carefully read the procedures set out below- 1. LAST INTEREST PAYMENT The last interest payment no. 7 of the ICULS at the rate of 3.75% per annum for the period from 12 January 2015 to 11 January 2016 will be paid on the Maturity Date to all ICULS Holders whose names appear in the Company s Record of Depositors of ICULS as at the close of business at 5.00 p.m. on 4 January 2016. 2. SUSPENSION OF TRADING AND LAST DAY FOR TRADING Trading of the ICULS on Bursa Securities will be suspended with effect from 9.00 a.m. on Tuesday, 22 December 2015 until the Maturity Date. Hence, the last day and time for trading of the ICULS will be at 5.00 p.m. on Monday 21 December 2015. 3. MANDATORY CONVERSION The Company shall on the Maturity Date convert all outstanding ICULS into new CCB Shares at the Conversion Price for each new CCB Shares. The new CCB Shares will be credited into the ICULS Holders Securities Accounts appearing in the Company s Record of Depositors of ICULS within eight (8) market days (or such other period as may be prescribed by Bursa Securities) after the Maturity Date. No physical share certificates will be issued to the ICULS Holders as a result of the mandatory conversion of the ICULS into fully paid new CCB Shares on the Maturity Date. 2
4. BOOK CLOSURE DATE ICULS Holders should note that apart from the provisions contained in the Trust Deed, the following provisions of Bursa Depository would apply to the ICULS - (i) (ii) Bursa Depository will not accept any request for ordinary transfer of the ICULS for the period commencing 4.00 p.m. on Monday, 4 January 2016 until the Maturity Date. All deposited ICULS as at the Maturity Date will be debited from the respective Depositor s CDS account on Tuesday, 12 January 2016. The ICULS Holders shall qualify for entitlement to the last interest payment on the ICULS only in respect of the following - (i) ICULS transferred into the Depositor s CDS account before 4.00 p.m. on Monday, 4 January, 2016 in respect of ordinary transfer; and (ii) ICULS bought on Bursa Securities on a cum entitlement basis according to the Rules of Bursa Securities. 5. UNCLAIMED MONIES In the event that the ICULS Holders shall fail to claim or accept any interest due to them within thirty (30) days after the due date for payment of such interest, the Company shall at the request of the Paying Agent or be at liberty to deposit with a bank in the name of or to the order of the Paying Agent, an amount equal to the amount of interest due to such ICULS Holders, and upon such deposit or payment being made, any interest payable in respect of the ICULS which the Company is ready to pay-off or satisfy shall be deemed to have been paid-off or satisfied. After provision for payment of or satisfaction of the interest on such ICULS is made by such deposit of the monies required for the purpose, the Paying Agent shall not be responsible for the safe custody of such interest thereon except such interest (if any) as the said interest may earn whilst on deposit less any costs, charges or expenses incurred or levied by the Paying Agent in relation thereto. Such ICULS holders would then have to liaise with the Paying Agent thereafter at the following address Tacs Corporate Services Sdn. Bhd. (Company No. 231621-U) Unit No. 203, 2 nd Floor, Block C, Damansara Intan, No.1, Jalan SS20/27, 47400 Petaling Jaya, Selangor. Telephone No. 603-7118 2688 Facsimile No. 603-7118 2693 6. FORFEITURE OF UNCLAIMED MONEYS The Paying Agent is authorized to and shall deal with the moneys deposited or paid under Clause 4.1 of the Trust Deed in accordance and in compliance with the requirements of the Unclaimed Monies Act 1965 of Malaysia. All liabilities of the Paying Agent and the Company with respect to such moneys shall cease upon the payment of the monies into the Consolidated Trust Account. 3
7. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement herein misleading. 8. CONTACT DETAILS FOR ENQUIRIES All enquiries concerning this Notice should be addressed to the Company s Share Registrar at - Tacs Corporate Services Sdn Bhd (Company No. 231621-U) Unit No. 203, 2 nd Floor, Block C, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor. Telephone. No. 03-7118 2688 Facsimile No. 03-7118 2693 By order of the Board CRESCENDO CORPORATION BERHAD CHONG FOOK SIN (MACS 00681) KAN CHEE JING (MAICSA 7019764) CHUA YOKE BEE (MAICSA 7014578) Company Secretaries Petaling Jaya 8 December, 2015 THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4
FORM OF NOTICE OF CONVERSION CRESCENDO CORPORATION BERHAD (Company No. 359750-D) Registered Office Unit No. 203, 2 nd Floor, Block C, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya. NOTICE OF CONVERSION (Deposited Irredeemable Convertible Unsecured Loan Stocks ( ICULS )) relating to RM59,682,634 nominal amount of 3.75% ICULS Issue Date 12 th January, 2009 Maturity Date 11 th January, 2016 Particulars of Depositor * Name of Depositor * Old NRIC/Passport/Armed Forces/ Police Personnel/Registration No. * New NRIC No. * Correspondence address of Depositor * Contact Number (Office) * (House/Mobile) [All information given above must be as per information in the records of Bursa Malaysia Depository Sdn. Bhd. ( Bursa Depository ) Name and address of Registrar TACS CORPORATE SERVICES SDN. BHD. (231621-U) Unit No. 203, 2 nd Floor, Block C, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor. Tel 03-71182688 Fax 03-71182693 To Crescendo Corporation Berhad ( the Company ) I/We, the undersigned, being the holder of the undermentioned ICULS hereby irrevocably elect, upon and subject to the Conditions set out in the Trust Deed dated 27 th November, 2008 and its Supplemental Trust Deed dated 24 th September 2013 executed by the Company constituting the issue of the ICULS, to exercise the Conversion Right by debiting the quantity of ICULS from my/our Central Depository System ( CDS ) account(s) and crediting the quantity of New Shares into my/our CDS account(s) specified in the table below. I/We, the undersigned,- (1) hereby confirm and declare that all information provided by me/us herein are true and correct; (2) hereby confirm and declare that the information indicated in the particulars of Depositor above is identical with the information in the records of the Bursa Depository with regard to my/our CDS account(s) and further agree and confirm that in the event the information aforesaid differs from the information in BMD s records as mentioned earlier, the exercise of my/our rights hereunder may be rejected; (3) hereby irrevocably authorise you to instruct Bursa Depository to debit the quantity(ies) of ICULS specified below from my/our CDS account(s), in the exercise of my/our rights as specified below in accordance with the provisions of the Trust Deed; 2/-
- 2 - (4) hereby confirm that the ICULS specified below intended for the exercise of rights are or have been designated as free securities in my/our CDS accounts; (5) where I/we am/are entitled to receive new shares upon the exercise of my/our rights herein, I/we hereby authorise you to instruct Bursa Depository to credit the quantity(ies) of new shares specified below into my/our CDS account(s) stated below and for the notice of allotment to be dispatched by ordinary post to me/us at my/our risk to the correspondence address mentioned herein; (6) hereby confirm that after the submission of this form to the Company, I/we shall not dispose, transfer or charge the ICULS intended for the exercise of rights herein until the exercise is completed by the debiting of the ICULS from my/our CDS account(s) or the exercise is rejected by the Company, whichever shall be applicable; (7) hereby agree to accept the New Shares allotted pursuant to my/our exercise of the Conversion Right subject to the Memorandum and Articles of Association of the Company; and (8) hereby undertake to fully indemnify and keep the Company indemnified against any claims, loses, damages, liabilities, costs and expenses including legal cost that may be suffered or incurred by the Company as a result of or arising from the Company acting in accordance with my/our authorisations and confirmations herein or from any breach of my/our undertakings herein. Source account for debiting ICULS ICULS Code Quantity CDS Account Number / ADA & Branch Code/Account Number 6718LB Targeted account for new shares Quantity CDS Account Number / ADA & Branch Code/Account Number Please complete and/or delete as applicable Dated this the day of, 20 If ICULS Holder is an individual - Signature of ICULS Holder If ICULS Holder is a corporation/society - The Common Seal of the ICULS Holder ) was hereunto affixed in the presence of - ) ) ) ) Director Director/ Secretary --3/-
- 3 - Notes- (i) No scrip will be issued to the depositor as the result of any exercise of rights herein. (ii) No depositor shall be allowed to instruct crediting of new shares into a CDS account other than one of those from which the ICULS are to be debited. (iii) In exercising the Conversion Right, represented by this Notice of Conversion Form, compliance must be made with any exchange control or other statutory requirements for the time being applicable. (iv) (v) (vi) A corporation completing this Notice of Conversion Form is required to affix its Common Seal in accordance with its Memorandum and Articles of Association and a copy of the certified true copy of which must be lodged and registered with the Registrar. Terms and expressions used in this Notice of Conversion Form shall have the same meaning as defined in the Trust Deed constituting the issue of the ICULS. The ICULS is irredeemable and is convertible into fully paid shares of the Company in accordance with the Trust Deed on any Market Day during the Conversion Period at the Conversion Price of RM1.00 per share or such price which may be adjusted from time to time in accordance to the Trust Deed which shall be satisfied by authorising the deposited ICULS to be debited from the Securities Account of the ICULS Holder with an aggregate nomial value at least equivalent to the Conversion Price. (vii) The ICULS is convertible during the period commencing from the third (3 rd ) anniversary after the date of issue of the ICULS up to the Maturity Date thereof. (viii) The ICULS shall be mandatorily converted at the Maturity Date in accordance to the terms of the Trust Deed.. (ix) A service fee of RM20.00 is charged, payable to Tacs Corporate Services Sdn. Bhd. for debiting ICULS and crediting new Ordinary Shares.