(A) CORPORATE INFORMATION OF ISSUER (1) Name : ARREIT MTN 1 SDN. BHD. ( Issuer ) (2) Address : Registered address: Level 11, Wisma AmanahRaya No. 2 Jalan Ampang 50508 Kuala Lumpur Wilayah Persekutuan Business address: Level 2 Wisma AmanahRaya 2 Jalan Ampang 50508 Kuala Lumpur (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 28-Sep-2017 : Malaysia : 1248696-T (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital (10)Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders (11)Board directors of : Not Listed : The Issuer is a special purpose vehicle established to raise financing for and on behalf of AmanahRaya Real Estate Investment Trust ( AmanahRaya REIT ) via the establishment of the MTN Programme (as defined in Name of facility/programme under the Details of Facility/Programme). : Issued and paid-up capital as at 1 November 2017 RM1.00 divided into 1 ordinary share. : The names of shareholders and structure of shareholding of the Issuer as at 1 November 2017: ShareholdersNo. of ordinary shares% of shareholding REIT Trustee 1 100% Total 1 100% : 1. Noorbaizura Binti Hermeyney 2. Kusuma Dewi Binti Abd Aziz (B) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties 1 Issuer ARREIT MTN 1 SDN. BHD. 2 Principal Adviser Public Investment Bank Berhad 3 Lead Arranger Public Investment Bank Berhad (Company No. 20027-W) ( PIVB ) 4 Solicitors Messrs Albar & Partners, acting for the Principal Adviser and Lead Arranger 5 Facility Agent PIVB 6 Security Agents PIVB 7 Other Public Bank Berhad (Company No. 6463-H) ( PBB )-Investor 8 Other REIT Trustee-Security Party (2) At point of distribution : No. Roles Name of parties 1 Issuer ARREIT MTN 1 SDN. BHD. 2 Other REIT Trustee-Security Party 3 Lead Arranger PIVB Page 1 of 19
4 Facility Agent PIVB 5 Central Depository Bank Negara Malaysia ( BNM ) ( Central Securities Depository ) 6 Paying Agent BNM 7 Other PBB-Investor (3) After distribution : No. Roles Name of parties 1 Issuer ARREIT MTN 1 SDN. BHD. 2 Other REIT Trustee-Security Party 3 Principal Adviser 4 Facility Agent 5 Security Agents 6 Central Depository 7 Paying Agent Public Investment Bank Berhad PIVB PIVB BNM BNM 8 Other Amanahraya-Kenedix REIT Manager Sdn Bhd (Company No. 856167-A) (formerly known as AmanahRaya-REIT Managers Sdn Bhd) ( REIT Manager )-REIT Manager (C) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : (2) One-time issue or programme : Programme (3) Shariah principles sukuk) (4) Facility description (for : Not applicable : A medium term notes programme for the proposed issuance of unrated medium term notes ( MTNs ) of up to Ringgit Malaysia Nine Hundred Fifty Million (RM950,000,000.00) in nominal value ( MTN Programme ) comprising the following tranches of MTNs:- Tranche Up to RM million Tranche 1 450.0 Remaining Tranches 500.0 Total 950.0 Notwithstanding the maximum nominal value of the MTN Programme of Ringgit Malaysia Nine Hundred Fifty Million (RM950,000,000.00), such maximum nominal value shall at any time and from time to time be reduced by such amount equal to such MTNs that are redeemed by the Issuer (regardless of whether such redemption is on the relevant scheduled maturity date of such MTNs or by way of early redemption (be it in whole or in part)) and the limit of the MTN Programme shall be reduced accordingly. Tranche 1 MTNs belonging to Tranche 1 of the MTN Programme shall be issued in one (1) series whereby the aggregate face value shall not exceed RM450.0 million ( Tranche 1 MTNs ). Remaining Tranches Each tranche of the MTNs to be issued under the remaining tranche(s) of the MTN Programme ( Remaining Tranches MTNs ) may be issued in one or more series to be determined by the Lead Arranger and agreed upon by the Issuer and the Investor, prior to each issuance of the Remaining Tranches MTNs. The Investor s subscription of the Remaining Tranches MTNs is subject to it obtaining its internal credit approval. Tenure of the MTN Programme Page 2 of 19
The MTN Programme shall have a tenure of fifteen (15) years from the date of first issuance ( First Issuance ) of the MTNs under the MTN Programme. The First Issuance shall take place within sixty (60) business days from the date of lodgement of information and documents relating to the MTN Programme with SC or such other period as may be specified by the SC ( SC Lodgement Date ). Tenure of the MTNs The Tranche 1 MTNs shall have tenure of up to eight (8) years from the date of First Issuance. The tenure of the Remaining Tranches MTNs shall be determined by the Issuer and agreed by the Investor in respect of the Remaining Tranches MTNs prior to issuance but the tenure shall be more than one (1) year from date of its issuance but shall not in any case mature after the tenure of the MTN Programme. (5) Currency : Ringgit (6) Expected facility/ programme size (7) Option to upsize (for programme) (8) Tenure of facility/ programme (9) Availability period for debt/ sukuk programme : MYR950,000,000.00 : No : 15 year(s) : Tranche 1 MTNs: One-time issuance to be made within 60 business days from the SC Lodgement Date subject to fulfilment of all the conditions precedent in respect of Tranche 1 MTNs (unless waived by the Lead Arranger at the instruction of the Investor) and in any event prior to 25 December 2017 or such other later date as the Investor may at its sole and absolute discretion agree. Remaining Tranches MTNs: Subject to the consent of the Investor and subject to fulfilment of all conditions precedents in respect of the Remaining Tranches MTNs (which shall be stipulated in supplemental ( Supplemental PTC ) for each tranche prior to issuance of the Remaining Tranches MTNs), the Remaining Tranches MTNs will be made available for issuance until the date falling one year prior to the expiry date of the MTN Programme provided no MTNs shall mature after expiry date of the MTN Programme. (10)Clearing settlement platform and : PayNet (11)Mode of issue : Private placement (12)Selling restrictions (13)Tradability and transferability (14)Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase PDS/sukuk, and whether or not obtained (15)Details of security/ collateral pledged : Part 1 of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part 1 of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Section 2(6) of the Companies Act 2016 Schedule 8 of CMSA : Non-tradable & non-transferable : None. : MTNs issued under the MTN Programme shall be secured by the following securities ( Securities ), in favour of the Security Agent:- (i) a third party first legal charge ( Vista Tower Charge ) under the provisions of the National Land Code 1965 executed or to be executed by the REIT Trustee in favour of the Security Agent over all the piece of land held under issue document of strata title Geran 75638/M1/B5/3, No. Bangunan M1 No Tingkat B5, No. Petak 3, Lot 20000, Seksyen 43, Bandar Kuala Lumpur together with the two hundred and eighty (280) accessory parcels (as further defined in item (xvii) (Details of Accessory Parcels) of the Other Terms and Conditions) which expression shall include Page 3 of 19
the sixty three (63)-storey office building known as the Vista Tower together with nine hundred and seventeen (917) car park bays erected thereon ("Vista Tower"); (ii) a third party first legal charge ( Holiday Villa Langkawi Charge ) under the provisions of the National Land Code 1965 executed or to be executed by the REIT Trustee in favour of the Security Agent over all the parcels of freehold land held under the following issue documents of title:- (a) GM2100 for Lot 2504 and situated in Mukim Kedawang, Tempat Cherok Genyit, Daerah Langkawi; (b) HSM667 for PT107 and situated in Bandar Padang Mat Sirat, Tempat Charok Genyit, Daerah Langkawi; and (c) HSM668 for PT108 and situated in Bandar Padang Mat Sirat, Tempat Charok Genyit, Daerah Langkawi, (collectively, Holiday Villa Langkawi ) which expression shall include a 4-star 238-room resort hotel known as Holiday Villa Langkawi erected thereon; (iii) a third party first legal charge ( Wisma Comcorp Charge ) under the provisions of the National Land Code 1965 executed or to be executed by the REIT Trustee in favour of the Security Agent over all the piece of land held under issue document of title GRN86648 for Lot 52802 and situated in Bandar Glenmarie, District of Petaling, Selangor which expression shall include a five (5)-storey workshop cum office building with a single level basement car park known as Wisma Comcorp erected thereon ( Wisma Comcorp ); (iv) a third party first legal charge ( Deluge Factory Charge ) under the provisions of the National Land Code 1965 executed or to be executed by the REIT Trustee in favour of the Security Agent over all the piece of land held under issue document of title HS(D)479596 for PTD6861 and situated in Mukim Jelutong, District of Johor Bahru, Johor which expression shall include a single factory annexed with a three (3)-storey office building known as Deluge Factory erected thereon ( Deluge Factory ); The Vista Tower, Holiday Villa Langkawi, Wisma Comcorp and Deluge Factory are collectively referred to as the Properties. (v) a third party equitable assignment ( Assignment of Rental Proceeds ) executed or to be executed by the REIT Trustee in favour of the Security Agent over all the REIT Trustee s rights, title, interest and benefit in and to the rental proceeds derived from the Vista Tower ( Rental Proceeds ); (vi) a third party assignment and charge ( Assignment and Charge of Proceeds Account ) executed or to be executed by the REIT Trustee in favour of the Security Agent over all the REIT Trustee s rights, title, interest and benefit in and under the proceeds account (into which all rental and such other proceeds, amongst others, derived from Vista Tower are to be credited) opened or to be opened with PBB ( Vista Tower Proceeds Account ) and all monies from time to time standing to the credit of the Vista Tower Proceeds Account; (vii) a first party assignment ( Assignment of Intercompany Loan Agreement ) executed or to be executed by the Issuer in favour of the Security Agent over all the Issuer s rights, title, interest and benefit in and to the inter-company loan agreement entered or to be entered into between the Issuer and the REIT Trustee ( Inter-company Loan Agreement ); (viii) any other security arrangement as may be deemed necessary by the Lead Arranger / Solicitors / the Investor and agreed to by the Issuer; (ix) prior to the issuance of any of the Remaining Tranches MTNs, the security shall be determined by the Investor prior to each issuance of such tranches and agreed by the Issuer. For the avoidance of doubt, the obligations of the REIT Trustee under the Securities to which it is a party is not in its personal capacity but that of a trustee for AmanahRaya REIT. Any liability incurred and any indemnity, obligations, covenants, undertakings and representations to be given or made by the REIT Trustee under the Securities to which it is a party shall be limited to AmanahRaya REIT over which the REIT Trustee has recourse and can be enforced against the REIT Trustee only to the extent to which the REIT Trustee can satisfy such liability out of the assets of AmanahRaya REIT and not out of the personal assets of the REIT Trustee or from any assets as may be held by the REIT Trustee as trustee for other trusts PROVIDED THAT the REIT Trustee shall in its personal capacity (and not in its capacity as trustee for AmanahRaya REIT) not be personally liable under the Securities to which it is a party if it has acted without fraud or negligence or if it has in its personal capacity acted without wilful default or breach of the Securities to which it is a party. (16)Details guarantee (17)Convertibility Issuance (18)Exchangeability of Issuance of of : Not guaranteed : Non-convertible : Non-exchangeable (19)Call option : No call option (20)Put option : No put option Page 4 of 19
(21)Details covenants of : a. Positive covenants The positive covenants typical and customary for transaction of this nature and are in compliance with the LOLA Framework which shall include but are not limited to the following:- 1. In respect of the Issuer (i) the Issuer shall promptly perform and carry out its obligations under all the Issue Documents (as defined in item (x) (Documentation) of Other Terms and Conditions) and ensure that it shall immediately notify the Investor in the event that it is unable to fulfil or comply with any of the provisions of the Issue Documents; (ii) the Issuer shall promptly provide to the Investor any information relating to its affairs as the Investor may from time to time require; (iii) the Issuer shall preserve and keep in force and effect all consents and rights necessary for the conduct of its business; (iv) the Issuer shall cause the REIT Trustee and the REIT Manager, at all times to arrange for and maintain adequate insurance cover for the Properties and other properties (if any) to be identified and to secure the redemption of the MTNs ( Secured Property ) with a reputable licensed insurer in the Investor s panel which shall include insurance on fire, flood, theft and other risks deemed necessary by the Sole Investor and the Issuer shall ensure that the Security Agent is named as a chargee and loss payee of such insurance policy; (v) the Issuer shall execute all such additional documents and do all such additional acts necessary at any time or times to give further effect to the terms and conditions of the MTNs; (vi) the Issuer shall comply with all applicable laws including the provisions of the CMSA, the LOLA Framework, the Guidelines on Sales Practices of Unlisted Capital Market Products and all circulars, conditions or guidelines issued by SC from time to time; (vii) the Issuer shall carry on and operate its business and affairs with due care and diligence and in a proper and efficient manner and in accordance with sound financial and commercial practices and procure, amongst others, that all necessary approvals or licences are obtained; (viii) the Issuer shall obtain and maintain, and shall cause to obtain and maintain, in full force and effect and promptly renew any authorisation, approval, consent or license to ensure the validity, enforceability or priority of the liabilities and obligations of the Issuer or the REIT Trustee or the rights of the Investor, the Facility Agent and the Security Agent under the Issue Documents; (ix) the Issuer shall maintain a paying agent based in Malaysia in respect of payments in relation to the MTN Programme in accordance with the relevant laws and regulations; (x) the Issuer shall procure that the Paying Agent to notify the Investor, through the Facility Agent, if the Paying Agent does not receive payment from the Issuer on the due dates as required under the Issue Documents and the terms and conditions of the MTN Programme; (xi) the Issuer shall keep proper books and accounts at all times and to provide the Security Agent and any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; (xii) the Issuer shall ensure that all the liabilities, present or future, of the Issuer (including tax) must be quantifiable and capable of being met out of resources available to it; (xiii) the Issuer shall cause the REIT Trustee and the REIT Manager to maintain the Properties and the Secured Property, if any, in tenantable repair and condition (save for tear and wear) and shall ensure that the Properties and the Secured Property are fit for occupation; (xiv) the Issuer shall at all times remain as a wholly owned direct subsidiary of the REIT Trustee; (xv) the Issuer shall appoint from time to time such auditor or firm of auditors acceptable to the Investor and authorise such auditor or firm of auditors to supply the Investor and the Facility Agent with a certified copy of any communication sent by such auditor to the Issuer and further to communicate directly with the Investor and the Facility Agent at any time in respect of any matter connected with the accounts and operations of the Issuer; (xvi) such other positive covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the Issuer. 2. In respect of REIT Trustee (i) The REIT Trustee shall promptly perform and carry out its obligations under all the Issue Documents and ensure that it shall immediately notify the Investor in the event that it is unable to fulfil or comply with any of the provisions of the Issue Documents; (ii) the REIT Trustee shall maintain or cause to maintain in full force and effect and promptly obtain all relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) which is or may become necessary to enable:- (a) the REIT Trustee to own the assets in its capacity as trustee for AmanahRaya REIT and, to carry on business of AmanahRaya REIT in a diligent, proper and efficient manner; and (b) the REIT Trustee to enter into or perform its obligations under the Issue Documents or to ensure the legality, validity, enforceability, admissibility in evidence of its obligations or the priority or rights of the Security Agent or the Investor under the Issue Documents and it shall comply with the same; (iii) the REIT Trustee shall exercise or cause to exercise diligence in carrying out the business and affairs of AmanahRaya REIT in a proper and efficient manner and in accordance with sound financial and commercial standards and practices; Page 5 of 19
(iv) the REIT Trustee shall keep or cause to keep proper books and records at all times and will permit upon request by the Security Agent or its agent and servants and any person appointed or authorised by the Security Agent at all times with prior written notice to have access to and to inspect the Properties and the Secured Property or books of accounts and records relating to the Properties and the Secured Property; (v) the REIT Trustee shall open and maintain the Vista Tower Proceeds Account and shall ensure that all rental and such other proceeds derived from Vista Tower are credited and deposited into the Vista Tower Proceeds Account and deliver a certified true copy of bank statement for six (6) months period of the Vista Tower Proceeds Account to the Security Agent on every semi-annual basis; (vi) the REIT Trustee shall open and maintain a current account with PBB ( Collection Account ) and shall ensure that all rental and such other proceeds (including but not limited to proceeds arising from insurance claims (where applicable and if any) but excluding disposal proceeds) derived from Holiday Villa Langkawi, Wisma Comcorp and Deluge Factory are credited and deposited into the Collection Account and deliver a certified true copy of bank statement for six (6) months period of the Collection Account to the Security Agent on every semi-annual basis; (vii) the REIT Trustee shall pay and/or cause to be paid all quit rent, assessment, taxes (including any penalty imposed on such rates and taxes) and all other outgoings whatsoever payable from time to time in respect of its assets and properties as and when the same shall become due and payable and shall if so requested, furnish to the Security Agent and/or the Investor the receipt(s) evidencing such payment(s); (viii) the REIT Trustee shall promptly comply or cause to comply with all applicable laws including the provisions of the CMSA and all circulars, conditions or guidelines issued by the SC from time to time; (ix) the REIT Trustee shall:- (a) at the cost and expense of AmanahRaya REIT maintain or cause to maintain such insurances with such reputable licensed insurer in the Investor s panel in respect of the Properties and the Secured Property against all risk which a prudent company carrying on a business similar to that of AmanahRaya REIT would normally insure (which shall include insurance on fire, flood, theft and other risks deemed necessary by the Investor), and the REIT Trustee shall ensure that the Security Agent is being endorsed as chargee and loss payee of such insurance policy; (b) keep the duplicate copies of such insurance policies (including the receipt for the current premiums) certified as true copies by the REIT Manager; (c) immediately notify the Investor, the Security Agent and the Facility Agent upon becoming aware of the occurrence of any event which may give rise to any claims under such insurance policies. (x) the REIT Trustee shall at all times on written request from the Security Agent execute all such further documents and do or cause to do all such further acts necessary at any time or times to give further effect to the terms and conditions of the Issue Documents; (xi) the REIT Trustee shall at all times ensure that the Properties and Secured Property of AmanahRaya REIT are operated and managed by the REIT Manager in accordance with the trust deed ( REIT Trust Deed ) dated 10 October 2006 (as supplemented by the supplemental trust deeds dated 4 January 2007 and 27 August 2009 respectively) and made between the REIT Trustee and the REIT Manager whereby the REIT Trustee is appointed as a trustee for AmanahRaya REIT, any applicable guidelines and securities laws; (xii) the REIT Trustee shall conduct independent reviews on the Properties and Secured Property of AmanahRaya REIT and shall not only be dependent on the information submitted by the REIT Manager; (xiii) the REIT Trustee shall ensure that any modification to a REIT Trust Deed must be made in accordance with the provisions of the REIT Trust Deed, the Guidelines on Real Estate Investment Trusts issued by the SC (revised on 28 December 2012, as may be replaced, substituted, amended or revised from time to time) ( REIT Guidelines ), the CMSA and all circulars, conditions or guidelines issued by the SC from time to time; (xiv) the REIT Trustee shall appoint an independent valuer in the Investor s panel to conduct valuation or revaluation, as the case may be, on the Properties and Secured Property from time to time and on any other intervals as reasonably requested by the Security Agent and the Investor. For each valuation or revaluation of the Properties and the Secured Property, as the case may be, the appointed valuer shall prepare the valuation report in accordance with the REIT Guidelines and in form and substance acceptable to the Investor and provide a certified true copy of such valuation report to the Security Agent; (xv) the REIT Trustee shall ensure that the appointed valuer makes the necessary adjustments in the valuation report where circumstances have arisen that materially affect the value of the Properties and Secured Property; (xvi) the REIT Trustee shall maintain and make necessary amendments to the REIT Trust Deed in accordance with applicable guidelines and securities laws; (xvii) the REIT Trustee shall take all reasonable steps and exercise due diligence to ensure that the Properties and Secured Property are correctly valued in line with the provisions of the REIT Guidelines; Page 6 of 19
(xviii) the REIT Trustee shall retain control of the Properties and Secured Property at all times; (xix) the REIT Trustee shall ensure the delegation of its custodial function for the property(ies) to third parties, if applicable, are in accordance to the provisions of the REIT Guidelines; (xx) the REIT Trustee shall, together with the REIT Manager, prepare the financial statements of AmanahRaya REIT on a basis consistently applied in accordance with the generally approved accounting standards in Malaysia and those financial statements shall give a true and fair view of the results of the operations of AmanahRaya REIT for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of AmanahRaya REIT; (xxi) the REIT Trustee shall at all times maintain the Issuer to be its wholly owned direct subsidiary; (xxi) such other positive covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the REIT Trustee. 3. In respect of the REIT Manager (i) The REIT Manager shall keep proper books and accounts at all times and to provide the Security Agent and any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; (ii) the REIT Manager shall, together with the REIT Trustee, prepare the financial statements of AmanahRaya REIT on a basis consistently applied in accordance with the generally approved accounting standards in Malaysia and those financial statements shall give a true and fair view of the results of the operations of AmanahRaya REIT for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of AmanahRaya REIT; (iii) the REIT Manager shall maintain or cause to maintain in full force and effect and promptly obtain all relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) which is or may become necessary to enable:- (a) it to carry on its business as the manager of AmanahRaya REIT in a diligent, proper and efficient manner; (b) it to manage the Properties and Secured Property; and (c) it to enter into or perform its obligations under the Issue Documents or to ensure the legality, validity, enforceability, admissibility in evidence of its obligations or the priority or rights of the Security Agent or the Investor under the Issue Documents and it shall comply with the same; (iv) the REIT Manager shall carry on and operate its business and affairs with due care and diligence and in a proper and efficient manner and in accordance with sound financial and commercial practices and procure, amongst others, that all necessary approvals or licences are obtained; (v) the REIT Manager shall maintain and make necessary amendments to the REIT Trust Deed in accordance with applicable guidelines and securities laws; (vi) the REIT Manager shall cause all rental and such other proceeds (including but not limited to proceeds arising from insurance claims but excluding disposal proceeds) derived from Holiday Villa Langkawi, Wisma Comcorp and Deluge Factory to be credited and deposited into the Collection Account; (vii) the REIT Manager shall cause all rental and such other proceeds derived from Vista Tower to be credited and deposited into the Vista Tower Proceeds Account; (viii) the REIT Manager shall:- (a) at the cost and expense of AmanahRaya REIT maintain or cause to maintain such insurances with such reputable licensed insurer in the Investor s panel in respect of the Properties and the Secured Property against all risk which a prudent company carrying on a business similar to that of AmanahRaya REIT would normally insure (which shall include insurance on fire, flood, theft and other risks deemed necessary by the Investor), and the REIT Manager shall ensure that the Security Agent is being endorsed as chargee and loss payee of such insurance policy; (b) deliver the original copies of such insurance policies to the Security Agent; (c) immediately notify the Investor, the Security Agent and the Facility Agent upon becoming aware of the occurrence of any event which may give rise to any claims under such insurance policies; (ix) such other positive covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the REIT Manager. b. Negative covenants The negative covenants typical and customary for transaction of this nature and are in compliance with the LOLA Framework which shall include but not limited to the following:- Page 7 of 19
1. In respect of the Issuer The Issuer shall not, without the prior written consent of the Investor:- (i) incur, assume, make, grant, lend, provide, extend or permit to exist any investments (save for Permitted Investments (as defined in Permitted investments, if applicable)), advances (save for advances to be made to the REIT Trustee out of the proceeds arising from the issuance of MTNs), loans, credit, accommodation, guarantee, indemnity or assurance against loss to or for the benefit of any person, enterprise or company, or act as surety or otherwise voluntarily assume any liability, whether actual or contingent; (ii) assign, surrender, transfer or relinquish or otherwise dispose of any or all of its rights and interests or transfer its obligations under the MTNs and the Issue Documents; (iii) undertake or permit any amalgamation, merger, consolidation, reconstruction or winding up; (iv) permit any amendment, supplement or variation to its constitution which may be materially prejudicial to the interest of the Investor unless such amendment, supplement or variation is required in compliance with regulatory requirement or applicable law; (v) omit or do anything which will render the provisions of the Issue Documents illegal, void or unenforceable; (vi) open any other accounts save for the current account opened and maintained or to be opened and maintained by the Issuer with PBB for the purpose, and in compliance with the requirements, of the MTN Programme; (vii) charge, pledge, assign or otherwise create or permit to exist over all or any part of its business or assets any security interest (other than those created pursuant to the MTN Programme); (viii) reduce or in any way whatsoever alter (other than by way of an increase) its share capital whether by varying the amount, structure or value thereof or the rights attached thereto or convert any of its share capital into stock or by consolidating, dividing or subdividing all or any of its shares save for any alteration or variation to the extent permitted or required by law; (ix) enter into any partnership, profit-sharing or royalty agreement or other arrangement of whatsoever nature whereby the Issuer s income or profits are, or might be, shared with any other person, firm or company or enter into any management contract or similar arrangement of whatsoever nature whereby the Issuer s business or operations are managed by any other person, firm or company; (x) sell, transfer, assign, lease, discount, or otherwise dispose the whole or any part of its present and future property, assets, revenues and undertakings; (xi) include in its objectives the power to enter into any other activities that are not incidental to its function as a special purpose vehicle in relation to the MTN Programme; (xii) carry on any other business activities other than those permitted under its constitution; (xiii) enter into any agreements with terms which will have an adverse effect on the Issuer s ability to observe or perform any of its obligations under the Issue Documents; (xiv) use the proceeds of the issuance of the MTNs for any purpose other than that stated under the Issue Documents; (xv) do or suffer to be done any act, matter or thing whereby any insurance may be rendered void, voidable or incapable of being effected, maintained or renewed; (xvi) repay any loan or advances (whether present, future or otherwise) to its shareholders or directors which may be incurred by the Issuer at any time or from time to time; (xvii) declare or pay any dividends or make any distribution whether income or capital; (xviii) have employees or incur any fiduciary responsibilities to third parties other than to parties involved in the MTN Programme; and (xix) such other negative covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the Issuer. 2. In respect of REIT Trustee The REIT Trustee shall not, without the prior written consent of the Investor:- (i) on behalf of AmanahRaya REIT, make any withdrawal from the Vista Tower Proceeds Account save for Permitted Withdrawal of Vista Tower Proceeds Account (as defined in item (ix) ( Details of the Accounts) of the Other Terms and Conditions). (ii) charge, pledge, assign or otherwise create or permit to exist any security interest over the whole or any part of the business or assets of AmanahRaya REIT that secures and are agreed by the REIT Trustee to secure the MTNs; (iii) vary or amend the REIT Trust Deed for AmanahRaya REIT unless such addition, deletion, variation or amendment is required in compliance with regulatory requirements or applicable law; (iv) omit or do anything which will render the provisions of the Issue Documents illegal, void or unenforceable; (v) assign its rights or transfer its obligations or surrender, relinquish or otherwise dispose its rights and interest under any of the Issue Documents save and except as provided under the Issue Documents; (vi) make any variations or amendments to the contents of the SPA (as defined herein) or terminate, rescind, cancel or revoke the SPA; (vii) undertake or permit any amalgamation, merger, demerger, consolidation, reconstruction, reorganisation, Page 8 of 19
amalgamation or winding up which may materially affect its ability to perform its obligations under the Issue Documents to which it is a party; (viii) do or suffer to be done any act, matter or thing whereby any insurance may be rendered void, voidable or incapable of being effected, maintained or renewed; (ix) permit any change in the REIT Manager save in the case where the REIT Manager is proposed to be changed by any reason of any of the circumstances described in clause 24.2 of the REIT Trust Deed; (x) charge or pledge any of its shareholdings in the Issuer; (xi) sell, or dispose or permit the sale or disposal of the Properties or Secured Property; and (xii) such other negative covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the REIT Trustee. 3. In respect of the REIT Manager The REIT Manager shall not, without the prior written consent of the Investor:- (i) vary or amend the REIT Trust Deed for AmanahRaya REIT unless such addition, deletion, variation or amendment is required in compliance with regulatory requirements or applicable law; (ii) carry on any other business activities other than those permitted under its constitution or memorandum and articles of association, as the case may be, REIT Guidelines and the REIT Trust Deed; (iii) such other negative covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the REIT Manager. c. Financial covenants In respect of the REIT Trustee and the REIT Manager The REIT Trustee and the REIT Manager shall ensure that the Total Borrowings to Total Asset Value (as defined below) of AmanahRaya REIT do not exceed fifty per centum (50%) immediately following the First Issuance PROVIDED THAT the Total Borrowings to Total Asset Value will not, subsequent to the expiry of one (1) year after the First Issuance, exceed forty five per centum (45%) for so long as any MTNs issued under the MTN Programme have yet to be redeemed in full. Total Borrowings to Total Asset Value means total borrowings of AmanahRaya REIT (including borrowings through issuance of debt securities and that of its subsidiary companies) over its total asset value based on latest valuation report which must not be more than twelve (12) months old. d. Information covenants The information covenants typical and customary for transaction of this nature and are in compliance with the LOLA Framework which shall include but are not limited to the following:- 1. In respect of Issuer (i) the Issuer shall notify the Investor and the Security Agent immediately in the event that the Issuer becomes aware of:- (a) any Event of Default or any event which, upon the giving of notice and/or lapse of time and/or the issue of certificate and/or the fulfilment of the relevant requirements as contemplated under the relevant Issue Documents would constitute an Event of Default. Forthwith upon becoming aware thereof, it shall take all steps and/or such other steps as may be requested by the Investor and/or the Security Agent to remedy and/or mitigate the effect of the Event of Default; (b) the happening of any event that has caused or could cause, one or more of the following:- (1) any amount secured or payable under the MTNs to become immediately payable; (2) the security to become immediately enforceable; or (3) any other right or remedy under the terms, provisions or covenants of the MTNs to become immediately enforceable; (c) any circumstances that has occurred that would materially prejudice the Issuer or any security created pursuant to the MTN Programme; (d) any substantial change in the nature of the business of the Issuer, the REIT Manager or the REIT Trustee; (e) any change in the withholding tax position or taxing jurisdiction of the Issuer; (f) any change in the utilisation of proceeds from the MTN Programme; (g) any other matter that may materially prejudice the interests of the Investor; (h) any change in the name of the Issuer, the REIT Manager or the REIT Trustee; (i) any circumstance that have occurred or any other matter that would have a Material Adverse Effect; (j) any of the Issuer s authorised signatories is no longer authorised to sign any documents or to give notices and communications under or in connection with the Issue Documents; or (k) any cessation of liability of Issuer for the payment of the whole or part of the moneys for which they are liable under the Issue Documents to which it is a party; Page 9 of 19
(ii) the Issuer shall deliver to the Investor and the Security Agent:- (a) as soon as they become available (and in any event within one hundred and eighty (180) days after the end of each financial year), copies of the Issuer's audited financial statements for that financial year which shall contain an income statement, a balance sheet and a cash flow statement audited and certified by a firm of independent auditors acceptable to the Investor and duly certified by any one of its directors; (b) as soon as they become available (and in any event within ninety (90) days after the end of each half year of each financial years of the Issuer), copies of the Issuer's unaudited half yearly financial statements for that period which shall contain a balance sheet, a profit and loss statement and a cash flow statement, together with a certificate jointly signed by any one of its directors that such financial statements present a true and fair view; (c) promptly, all notices or other documents received by the Issuer from any of its shareholders or its creditors and a copy of all accounts, reports, notices, statements or circulars despatched by the Issuer to its shareholders (or any class of them) in their capacity as shareholders or its creditors generally at the same time as these documents are despatched to these shareholders or creditors. (iii) the Issuer shall deliver to the Investor and the Security Agent, with each set of financial statements delivered pursuant to (ii)(a) and (ii)(b) above, a compliance certificate setting out the following confirmations:- (a) a confirmation certifying that no default has occurred and is continuing. If such confirmation cannot be made, the Issuer shall specify the default which has occurred and the details thereof, and (if such default is capable of being remedied), the steps being taken by the Issuer to remedy it; and (b) a confirmation that the Issuer has complied with all its obligations under the Issue Documents and the terms and conditions of the MTN Programme and that there did not exist or had not existed, from the Issue Date or the date of the previous certificate, as the case may be, any Events of Default and if such is not the case, to specify the same. Each compliance certificate shall be signed by the persons authorised by the Issuer; (iv) the Issuer shall reply in writing to the Investor s satisfaction, within five (5) business days of a query by the Investor pertaining to any development or news affecting the Issuer and the Issuer shall confirm upon due enquiry, that such development or news has no adverse effect on the Issuer s finances or business or the security position of the Investor; (v) the Issuer shall notify the Investor, the Facility Agent and the Lead Arranger after becoming aware of any material litigation, arbitration, dispute, investigation, proceedings or claims, will defend itself against such claims and will settle such claims; (vi) the Issuer shall give to the Investor or the Security Agent such information which the Investor or the Security Agent, as the case may be, may reasonably require in order to enable the Investor or the Security Agent to discharge its duties and obligations under the Issue Documents, and as necessarily required under the Issue Documents, relating to the Issuer s affairs; and (vii) such other information covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the Issuer. 2. In respect of REIT Trustee: (i) The REIT Trustee shall reply in writing to the Investor s satisfaction, within five (5) business days of a query by the Investor pertaining to any development or news affecting the Issuer and the REIT Trustee shall confirm upon due enquiry, that such development or news has no adverse effect on the finances or business of AmanahRaya REIT or the security position of the Investor; (ii) the REIT Trustee shall notify the Investor, the Facility Agent and the Lead Arranger after becoming aware of any material litigation, arbitration, dispute, investigation, proceedings or claims, will defend itself against any such claim and will settle such claim; (iii) the REIT Trustee shall deliver or cause to deliver to the Security Agent as soon as they become available (and in any event within thirty (30) days after the issuance of audited financial statement of AmanahRaya REIT or thirty (30) days after the issuance of half-yearly management financial statement of AmanahRaya REIT, as the case may be) copies of:- (a) AmanahRaya REIT s audited financial statements as announced to Bursa Malaysia Securities Berhad for that year which are audited and certified without qualification by a firm of independent certified public accountants acceptable to the Security Agent; and (b) half yearly management financial statements of AmanahRaya REIT as announced to Bursa Malaysia Securities Berhad (which shall contain the income statements and statement of financial position of AmanahRaya REIT) certified by a director of the REIT Manager; (iv) the REIT Trustee shall promptly deliver or cause to deliver to the Investor or the Security Agent such information as the Investor or the Security Agent, as the case may be, may reasonably require in order to enable the Investor or the Page 10 of 19
Security Agent to discharge its duties and obligations under the Issue Documents, and as necessarily required under the Issue Documents; (v) the REIT Trustee shall promptly notify or cause to notify the Security Agent forthwith upon it becoming aware of any change in AmanahRaya REIT s financial, business, operation or condition of AmanahRaya REIT, and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against AmanahRaya REIT before any court or tribunal or administrative agency which would have a Material Adverse Effect (as defined below); Material Adverse Effect means in relation to any event, the occurrence of which may materially and adversely affect:- (a) the assets, business or financial condition, operations, performance or prospects of the Issuer and/or AmanahRaya REIT and/or the REIT Manager; (b) the ability of the Issuer and/or the REIT Trustee and/or the REIT Manager to perform any of its obligations under any of the Issue Documents; and/or (c) the legality, validity, binding nature or enforceability of the Issuer s and/or the REIT Trustee s and/or the REIT Manager s obligations and/or the right or remedies of the Security Agent or the Investor under the Issue Documents; (vi) the REIT Trustee shall notify the Investor and the Security Agent immediately in the event that the REIT Trustee becomes aware of:- (a) any Event of Default or any event which, upon the giving of notice and/or lapse of time and/or the issue of certificate and/or the fulfilment of the relevant requirements as contemplated under the relevant Issue Documents would constitute an Event of Default. Forthwith upon becoming aware thereof, it shall take all steps and/or such other steps as may be requested by the Investor and/or the Security Agent to remedy and/or mitigate the effect of the Event of Default; (b) the happening of any event that has caused or could cause, one or more of the following:- (1) any amount secured or payable under the MTNs to become immediately payable; (2) the security to become immediately enforceable; or (3) any other right or remedy under the terms, provisions or covenants of the MTNs to become immediately enforceable; (c) any circumstance that has occurred that would materially prejudice the Issuer or any security created pursuant to the MTN Programme; (d) any substantial change in the nature of the business of the Issuer, AmanahRaya REIT or the REIT Trustee; (e) any change in the withholding tax position or taxing jurisdiction of the Issuer; (f) any change in the utilisation of proceeds from the MTN Programme; (g) any other matter that may materially prejudice the interests of the Investor; (h) any change in the name of REIT Trustee; (i) any circumstance that has occurred that would have a Material Adverse Effect; (j) any other matter that would have a Material Adverse Effect; or (k) any cessation of liability of REIT Trustee for the payment of the whole or part of the moneys for which they are liable under the Issue Documents to which it is a party; (vii) the REIT Trustee will, as soon as practicable, inform the Security Agent in the event any of the REIT Trustee s authorised signatories is no longer authorised to sign any documents or to give notices and communications under or in connection with the Issue Documents; (viii) the REIT Trustee shall deliver on an annual basis a certificate in writing addressed to the Investor and the Security Agent certifying the ratio of the Total Borrowings to Total Asset Value based on the then latest audited financial statements of AmanahRaya REIT, the first annual certificate to be delivered on the first anniversary of the First Issuance and subsequent certificates on every consecutive year thereafter; (ix) such other information covenants as may be deemed necessary by the Lead Arranger and/or advised by the Solicitors and agreed by the REIT Trustee. 3. In respect of the REIT Manager (i) The REIT Manager shall reply in writing to the Investor s satisfaction, within five (5) business days of a query by the Investor pertaining to any development or news affecting the Issuer and the REIT Manager shall confirm upon due enquiry, that such development or news has no adverse effect on the REIT Manager s finances or business or the Page 11 of 19
security position of the Investor; (ii) the REIT Manager shall notify the Investor, the Facility Agent and the Lead Arranger after becoming aware of any material litigation, arbitration, dispute, investigation, proceedings or claims, will defend itself against any such claim and will settle such claim; (iii) the REIT Manager shall promptly deliver or cause to deliver to the Investor or the Security Agent such information as the Investor or the Security Agent, as the case may be, may reasonably require in order to enable the Investor or the Security Agent to discharge its duties and obligations under the Issue Documents, and as necessarily required under the Issue Documents; (iv) the REIT Manager shall promptly notify or cause to notify the Security Agent forthwith upon it becoming aware of any change in AmanahRaya REIT s financial, business, operation or condition of AmanahRaya REIT, and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against AmanahRaya REIT before any court or tribunal or administrative agency which would have a Material Adverse Effect; (v) the REIT Manager shall deliver or cause to deliver to the Security Agent as soon as they become available (and in any event within thirty (30) days after the issuance of audited financial statement of AmanahRaya REIT or thirty (30) days after the issuance of half-yearly management financial statement of AmanahRaya REIT, as the case may be) copies of:- (a) AmanahRaya REIT s audited financial statements as announced to Bursa Malaysia Securities Berhad for that year which are audited and certified without qualification by a firm of independent certified public accountants acceptable to the Security Agent; and (b) half yearly management financial statements of AmanahRaya REIT as announced to Bursa Malaysia Securities Berhad (which shall contain the income statements and statement of financial position of AmanahRaya REIT) certified by a director of the REIT Manager; (vi) the REIT Manager shall notify the Investor and the Security Agent immediately in the event that the REIT Manager becomes aware of:- (a) any Event of Default or any event which, upon the giving of notice and/or lapse of time and/or the issue of certificate and/or the fulfilment of the relevant requirements as contemplated under the relevant Issue Documents would constitute an Event of Default. Forthwith upon becoming aware thereof, it shall take all steps and/or such other steps as may be requested by the Investor and/or the Security Agent to remedy and/or mitigate the effect of the Event of Default; (b) the happening of any event that has caused or could cause, one or more of the following:- (1) any amount secured or payable under the MTNs to become immediately payable; (2) the security to become immediately enforceable; or (3) any other right or remedy under the terms, provisions or covenants of the MTNs to become immediately enforceable; (c) any circumstance that has occurred that would materially prejudice the Issuer or any security created pursuant to the MTN Programme; (d) any substantial change in the nature of the business of AmanahRaya REIT; (e) any change in the utilisation of proceeds from the MTN Programme; (f) any other matter that may materially prejudice the interests of the Investor; (g) any change in the name of REIT Manager; (h) any circumstance that has occurred that would have a Material Adverse Effect; (i) any other matter that would have a Material Adverse Effect; (j) any event which would result in the appointment of a new trustee for AmanahRaya REIT, whereby it will promptly and in any event not later than three (3) Business Days upon it becoming aware notify the Security Agent and the Investor of such an occurrence and the REIT Manager shall execute all necessary documents to effect such changes; (k) any of the REIT Manager s authorised signatories is no longer authorised to sign any documents or to give notices and communications under or in connection with the Issue Documents; (vii) the REIT Manager shall deliver on an annual basis a certificate in writing addressed to the Investor and the Security Agent certifying the ratio of the Total Borrowings to Total Asset Value based on the then latest audited financial statements of AmanahRaya REIT, the first annual certificate to be delivered on the first anniversary of the First Issuance and subsequent certificates on every consecutive year thereafter; (viii) such other information covenants as may be deemed necessary by the Lead Arranger and/or advised by the Page 12 of 19