(A) CORPORATE INFORMATION OF ISSUER (1) Name : MEASAT Broadcast Network Systems Sdn. Bhd. (the Issuer ) (2) Address : 3rd Floor, Administration Building, All Asia Broadcast Centre, Technology Park Malaysia, Lebuhraya Puchong-Sungai Besi, Bukit Jalil, 57000 Kuala Lumpur (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 12-May-1992 : Malaysia : 240064-A (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital : Not Listed : Provision of television services : Authorised share capital of the Issuer Not applicable under the Companies Act 2016 Issued and paid-up capital of the Issuer as at 31 May 2017 RM701,630,000.00 comprising 260,217,142 ordinary shares, 10,000 class A redeemable preference shares inclusive of the amounts standing to the credit of (i) the capital redemption reserves of the Issuer, and (ii) the share premium account of the Issuer. (10) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : Name No. of shares Astro Malaysia 260,217,142 ordinary shares and 10,000 class A Holdings Berhad redeemable preference shares % of shareholding held 100 (11) Board of directors : 1. Dato Haji Badri Bin Haji Masri 2. Dato Rohana Binti Tan Sri Datuk Haji Rozhan 3. Henry Tan Poh Hock 4. Shafiq Bin Abdul Jabbar 5. Lim Ghee Keong (B) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties Page 1 of 17
1 Issuer MEASAT Broadcast Network Systems Sdn. Bhd. 2 Principal Adviser CIMB Investment Bank Berhad 3 Principal Adviser RHB Investment Bank Berhad 4 Arranger CIMB Investment Bank Berhad 5 Arranger RHB Investment Bank Berhad 6 Solicitors Messrs. Albar & Partners 7 Solicitors Messrs. Zul Rafique & partners 8 Trustee Malaysian Trustees Berhad 9 Facility Agent RHB Investment Bank Berhad (2) At point of distribution : No. Roles Name of parties 1 Issuer MEASAT Broadcast Network Systems Sdn. Bhd. 2 Lead Manager 3 Facility Agent 4 Central Depository 5 Paying Agent CIMB Investment Bank Berhad, RHB Investment Bank Berhad and/or such other financial institution(s) appointed by the Issuer RHB Investment Bank Berhad BNM BNM 6 Trustee Malaysian Trustees Berhad (3) After distribution : No. Roles Name of parties 1 Issuer MEASAT Broadcast Network Systems Sdn. Bhd. 2 Lead Manager 3 Central Depository 4 Paying Agent 5 Facility Agent CIMB Investment Bank Berhad, RHB Investment Bank Berhad and/or such other financial institution(s) appointed by the Issuer BNM BNM RHB Investment Bank Berhad 6 Trustee Malaysian Trustees Berhad (C) DETAILS OF FACILITY/PROGRAMME Page 2 of 17
(1) Name of facility : (2) One-time issue or programme : Programme (3) Shariah principles sukuk) (4) Facility description (for : Not applicable (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 (10) Clearing and settlement platform : Issuance of medium term notes ( MTNs ) of up to RM3.0 billion in nominal value under the MTN Programme : MYR3,000,000,000.00 : Yes : 15 year(s) : The period commencing from the date all the conditions precedent set out in the Transaction Documents are fulfilled to the satisfaction of the Joint Lead Arrangers (unless unanimously waived by the Joint Lead Arrangers) and ending on the expiry of the tenure of the MTN Programme, provided that the first issuance of MTNs shall be made within sixty (60) business days from the date of the Lodgement as required under the LOLA Guidelines. : PayNet (11) Mode of issue : Book building Bought deal Direct placement Private placement Book running (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 Other- Section 2(6) of the Companies Act, 2016 : Tradable & transferable : No approval from other relevant regulatory authorities are required for the MTN Programme. : Unsecured Page 3 of 17
(16) Details of guarantee (17) Convertibility of Issuance (18) Exchangeability of Issuance : Not guaranteed : Non-convertible : Non-exchangeable (19) Call option : No call option (20) Put option : No put option (21) Details of covenants : a. Positive covenants The Issuer shall comply with the following covenants: (i) Authorisations The Issuer shall obtain and maintain any authorisation, approvals and licences as may be necessary to ensure the legality, validity, enforceability, priority of the liabilities and obligations of the Issuer or the rights of the Trustee, the Joint Lead Arrangers and the Facility Agent under the Transaction Documents where failure to do so would have a Material Adverse Effect (as defined in Representations and Warranties below); (ii) Conduct of Business The Issuer shall, exercise reasonable diligence in carrying out its business in a proper and efficient manner which shall ensure that all necessary approvals or relevant licences are obtained and maintained for the conduct of its business; (iii) Insurance The Issuer shall maintain and/or cause to be maintained such insurances in respect of its business and assets against such risks as is usual for companies carrying on the same or substantially similar business; (iv) Tax The Issuer shall make payment of all taxes, fees and other dues owing to the relevant authorities from time to time within the time periods allowed without incurring penalties which, in aggregate, would have Material Adverse Effect save in respect of any taxes, fees and dues which are disputed in good faith by the Issuer and in respect of which adequate reserves with respect thereto have been established; (v) Obligations The Issuer shall promptly perform all its obligations and comply with all provisions of the Transaction Documents and the terms and conditions of the MTNs (including but not limited to redeeming the MTNs on the relevant maturity dates or any other dates on which the MTNs are due and payable); Page 4 of 17
(vi) Preparation of Accounts The Issuer shall prepare its financial statements (including the income statement and balance sheet) on a basis consistently applied in accordance with the Malaysian Financial Reporting Standards, the International Financial Reporting Standards and the requirements of the Companies Act, 2016 and those financial statements shall give a true and fair view of the results of the operations of the Issuer, for the period to which the financial statements are made up; (vii) Compliance with Laws The Issuer shall comply with all applicable laws relating to the MTN Programme where failure to do so would have a Material Adverse Effect; (viii) Ranking The liabilities and obligations of the Issuer under the MTNs rank and will rank at least equally and rateably (pari passu) with all its other direct unconditional, unsecured and unsubordinated liabilities and obligations (actual or contingent) except: (a) liabilities and obligations which are subject to liens or rights of set off arising in the normal course of business; (b) liabilities and obligations which are preferred by law; and (c) such other liabilities and obligations which are incurred with the written consent of the holders of the MTNs ( Noteholders ) (by special resolution); (ix) Books and Accounts The Issuer shall keep proper books and accounts at all times and provide the Trustee or any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; (x) Paying Agent in Malaysia The Issuer shall at all times maintain a paying agent who is based in Malaysia; (xi) Notification to Trustee The Issuer shall procure that the paying agent shall notify the Trustee in the event that the paying agent does not receive payment in respect of the MTNs from the Issuer on the due dates and in the manner as required under the Transaction Documents and the terms and conditions of the MTNs; (xii) Consistency of Terms The Issuer shall ensure that the terms in the trust deed for the MTN Programme ( Trust Deed ) do not contain any matter which is inconsistent with the provisions of the Information Memorandum; Page 5 of 17
and (xiii) Such other positive covenants as required under the SC s Trust Deeds Guidelines revised on 12 July 2011 and effective on 12 August 2011 ( Trust Deeds Guidelines ) and agreed by the Issuer. b. Negative covenants The Issuer covenants the following (unless with the prior written consent of the Trustee): (i) Negative Pledge (a) The Issuer shall not create or permit to subsist any security interest over the whole or part of its undertakings or assets, present or future, to secure any borrowings or indebtedness. (b) Paragraph (a) above does not apply to the following Permitted Security: (1) security created with the prior written consent of the Trustee, acting on the instructions of the Noteholders (by special resolution); (2) security (existing as at the date of the Trust Deed) as disclosed to the Trustee; (3) any netting or set-off arrangement entered into by or on behalf of the Issuer in the ordinary course of banking arrangements for the purpose of netting debit and credit balances; (4) pledges created by or on behalf of the Issuer in relation to documentary credits, trust receipts and bankers acceptances opened in the ordinary course of business; (5) liens arising by operation of law or created by or on behalf of the Issuer in the ordinary course of business; (6) security arising under any retention of title, satellite transponder leases, other leasing, hire purchase or conditional sale arrangements in respect of any asset or goods supplied in the ordinary course of business; (7) security created in respect solely of indebtedness incurred or assumed for the purpose of financing the purchase price of any asset or assets (including but not limited to shares), in each case, created solely over any such asset or assets; (8) security created in respect of liabilities which exist on any property or asset prior to its acquisition or arising after such acquisition pursuant to contractual commitments entered into prior to, but not in connection with or in contemplation of, such acquisition; or (9) any security (not falling within (1) to (8) above) securing aggregate indebtedness at any one time not exceeding US Dollars Fifty Million (US$50,000,000.00) (or its equivalent in other currencies); (ii) Disposals (a) The Issuer shall not sell, lease, transfer or otherwise dispose of the whole or a substantial part of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (1) which would not have a Material Adverse Effect; or (2) arising from the creation of any Permitted Security; or (3) pursuant to any Islamic Financing; or (4) entered into by the Issuer and its subsidiaries which would not have a Material Adverse Effect; or (5) entered into in the ordinary course of business or on ordinary commercial terms on the basis of arms length transaction; or (6) of assets in exchange for comparable assets; (iii) Amalgamation Page 6 of 17
Save for an initial public offering or any restructuring of the Group (as defined in Financial Covenants below), the Issuer shall not enter into any amalgamation, consolidation or reorganisation which would have a Material Adverse Effect; (iv) Change of Business The Issuer shall not permit any material change to the nature of the present business of the Issuer when taken as a whole, from that carried on as at the date of the Trust Deed where such change would have a Material Adverse Effect; (v) Alteration of Issued Capital The Issuer shall not decrease or in any way alter (other than by way of increase or a purchase or acquisition by the Issuer of its capital stock and/or its redeemable preference shares) the issued capital of the Issuer, whether by varying the amount, structure or value thereof or the rights attached thereto which would have a Material Adverse Effect; (vi) Amendment or Variation to its Constitution The Issuer shall not permit any amendment, supplement or variation to its constitution in any manner which may be materially prejudicial to the interests of the Noteholders; (vii) Transaction with Interested Persons The Issuer shall not enter into a transaction whether directly or indirectly with any interested persons including any of its directors, major shareholders and chief executive ( Interested Persons ) unless: (a) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not Interested Persons; and (b) with respect to any transactions involving an aggregate payment or value equal to or greater than the prescribed percentage ratio as provided and computed based on the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) which would require the appointment of an independent adviser, the Issuer shall obtain certification from the independent adviser that the transaction is carried out on fair and reasonable terms; PROVIDED that the Issuer certifies to the Trustee that the transaction complies with subparagraph (a) above, that the Issuer has received the certification referred to in subparagraph (b) above (where applicable) and that the transaction has been approved by the majority of the board of directors or shareholders in a general meeting as the case may require; and (c) with respect to any transaction constituting a recurrent related party transaction of a revenue or trading nature ( RRPT ) which is provided for and permitted under the Listing Page 7 of 17
Requirements, PROVIDED that the Issuer certifies to the Trustee that the transaction complies with sub-paragraph (a) above, that the Issuer has obtained or renewed, where applicable, the shareholders mandate in accordance with the Listing Requirements and that the Issuer furnishes at least one certificate to the Trustee in respect of the RRPT contemplated under one shareholders mandate; (viii) Utilisation of Proceeds The Issuer shall not use the proceeds of the MTN Programme except for purposes set out in the Transaction Documents; (ix) Dividend or Distribution The Issuer shall not declare or pay any dividends or make any distribution (whether income or capital in nature) or grant any advances or loans/financing to its shareholders and/or any member of the Astro Group (as defined below) if: (a) an Event of Default has occurred or is continuing and has not been remedied by the Issuer within the period provided therefor or waived by the Trustee (on the instructions of the Noteholders by way of special resolution); or (b) an Event of Default will, as a result of such declaration or payment or distribution, occur; (x) Repayment to Astro Group The Issuer shall not repay any outstanding advances made by any member of the Astro Group to the Issuer if: (a) an Event of Default has occurred or is continuing and has not been remedied by the Issuer within the period provided therefor or waived by the Trustee (on the instructions of the Noteholders by way of special resolution); or (b) an Event of Default will, as a result of such repayment, occur; Astro Group means Astro Malaysia Holdings Berhad and its subsidiaries. (xi) Any other covenants as may be required under the Trust Deeds Guidelines and agreed by the Issuer. c. Financial covenants The Issuer shall, for so long as the MTNs remain outstanding, ensure that: (i) the ratio of Total Net Debt (as defined below) to Adjusted EBITDA (as defined below) shall not exceed four point zero (4.0) times; and (ii) at all times the ratio of Adjusted EBITDA to Net Interest (as defined below) shall be at least two Page 8 of 17
point zero (2.0) times. "Adjusted EBITDA" means the consolidated earnings of the Group before the deduction of Interest Expense (but after the deduction of Interest Expense and principal payments under finance leases in relation to the satellite transponders), taxes, depreciation and amortisation and shall be the sum of the following: (a) profit from operations (calculated before taxes, finance costs, extraordinary and exceptional items); (b) depreciation and amortisation; (c) allowance for bad debts; (d) impairment of goodwill, assets and investment; and (e) any realised foreign exchange gains; and LESS interest expense and principal payments under finance leases in relation to the satellite transponders. "Cash and Cash Equivalents" means at any time: (a) all available cash balance standing to the credit of all bank accounts opened and maintained with licensed financial institutions in any jurisdiction in the name of any member of the Group, or to which such member of the Group is beneficially entitled; (b) certificates of deposit maturing within one (1) year after the relevant date of calculation and issued by any bank or financial institution; (c) any investment in marketable debt obligations issued or guaranteed by any government having an investment grade rating from a local rating agency or internationally recognised rating agency, maturing within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security; (d) commercial paper not convertible or exchangeable to any other security: (i) which is freely tradable; (ii) that matures within one (1) year after the relevant date of calculation; and (iii) that has a credit rating of P1 (or its equivalent) or higher by a Malaysian rating agency or A-1 or higher by Standard & Poor s ( S&P ) (or its equivalent by another internationally Page 9 of 17
recognised rating agency), or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating; (e) any investments in money market funds which: (i) have a credit rating of P1 (or its equivalent) or higher by a Malaysian rating agency or A-1 or higher by S&P (or its equivalent by an internationally recognised rating agency) (provided that money market funds in Malaysia are not required for this purpose to be rated); (ii) invest a substantial part of their assets in securities of the types described in paragraphs (a) to (d) above; and (iii) can be liquidated on not more than thirty (30) days notice; (f) any item in the financial statements which are expressed as Cash and Cash Equivalents by the auditors of the Group in its audited financial statements or by the authorised signatories of the Issuer in respect of the unaudited financial statements whichever is relevant at that time; and (g) any other securities/ investments/ instruments approved by the Noteholders (by way of special resolution) to be added in this definition, in each case, denominated in any freely transferable currency and to which any member of the Group is beneficially entitled to at that time. Debt" means (a) the principal amount (together with any fixed or minimum premium payable on final repayment) for the time being owing by the Group in respect of any loan, Islamic Financing, debenture, debenture stock, bond, financial guarantee, credit facilities, borrowing or any other instrument creating or evidencing the Group s borrowings but so that in the case of a debenture, debenture stock, bond, financial guarantee or other instruments created or evidencing collateral security for the Group s borrowing, the amount to be taken into account shall be the principal amount thereof or the amount for the time being outstanding of the borrowing or indebtedness collaterally secured, whichever is the lesser; (b) the principal amount payable in respect of any overdraft or other similar indebtedness of the Group; (c) amounts raised by the Group by acceptance under any acceptance credit opened on its behalf and the principal amount recoverable from the Group in respect of bills or receivables discounted; (d) amounts outstanding under all agreements entered into by the Group for the leasing, hirepurchase and other similar transaction howsoever described in relation to any property other than land or buildings, which would, in accordance with generally accepted accounting standards issued by the Malaysian Accounting Standards Board, be treated as a finance or capital lease; and Page 10 of 17
(e) amounts raised by any member of the Group by factoring its hire-purchase receivables with recourse; but excludes, for the avoidance of doubt: (i) the double counting of any liability which might otherwise be included as a result of this definition or in respect of any refinancing and the indebtedness which is being refinanced thereby; (ii) redeemable preference shares; (iii) subordinated debts, loans or advances; (iv) obligations owed to or between any member of the Group; (v) obligations owing by any member of the Group to Astro Malaysia Holdings Berhad as at the date of the Trust Deed; (vi) finance leases in relation to the satellite transponders; (vii) vendor financing; (viii) trade credit and deposits provided or received in the ordinary course of trade; (ix) deposits received in the ordinary course of business; (x) the amount of liability of guarantees or indemnities given by any member of the Group in respect of trade credit facilities entered into by a member of the Group; (xi) obligations owed to a TMC (as defined below) pursuant to the liquidity and/or cash management services/ facilities within the Astro Group. Group means the Issuer and its subsidiaries. "Hedging Agreement" means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. "Interest Expense" means the sum on an aggregate basis for the Group of the following: (a) all interest, commitment, commission, fees, discounts, premiums, charges, guarantee fees and other finance payments due and payable in respect of Debt (including the interest component of any payments in respect of capital lease obligations and income or profit payment on any Islamic Financing, but excluding upfront and agency fees payable in connection with Debt); plus Page 11 of 17
(b) the net amount payable (or minus the net amount receivable) under Hedging Agreements relating to interest (whether or not actually paid or received during such period). "Net Interest" means Interest Expense less interest income. TMC means a company within the Astro Group that provides centralised treasury management services of the Astro Group. "Total Net Debt" means Debt less Cash and Cash Equivalents. Financial Testing The financial covenants shall be tested on every half yearly basis by reference to each of the audited and unaudited (as the case may be) financial statements. d. Information covenants The Issuer shall comply with the following covenants: (1) the Issuer shall deliver to the Trustee: ( i ) annually a certificate that the Issuer has complied with its obligations under the Transaction Documents and the terms and conditions of the MTN Programme and that there did not exist or had not existed, from the date the first MTNs were issued or from the date of the previous certificate as the case may be, any event of default and if such is not the case, to specify the same; (ii) a copy of its annual audited financial statements within one hundred and eighty (180) days after the end of each financial year and a copy of its unaudited half yearly financial statements within one hundred and twenty (120) days after the end of each first half of its financial year, and deliver with each sets of financial statements as aforesaid, a certificate of compliance signed by the authorised signatory(ies) of the Issuer, setting out the computations as to the compliance of the Financial Covenants as at the date as at which those financial statements were drawn up; and (iii) promptly, copies of accounts, reports, notices, statements or circulars issued to its shareholders and that the Trustee may at its discretion circulate such accounts, reports, notices, statements or circulars to the Noteholders; (2) the Issuer shall notify the Trustee in the event that the Issuer becomes aware of the following: (i) any event of default or that such other right or remedy under the terms, provisions and covenants of the MTNs and the Trust Deed have become immediately enforceable; (ii) any amount payable under the MTNs becomes immediately payable or that the MTNs become immediately enforceable; Page 12 of 17
(iii) any circumstance that has occurred that would materially prejudice the ability of the Issuer to perform its obligations under the Transaction Documents or in respect of the MTNs; (iv) any substantial change in the nature of the business of the Issuer; (v) any change in the utilisation of proceeds from the MTNs other than for the purpose stipulated in the Information Memorandum and the Transaction Documents; (vi) any other matter that may materially prejudice the interest of the Noteholders; and (vii) any change in the Issuer s withholding tax position; (3) the Issuer shall give to the Trustee such information relating to the Issuer s affairs as the Trustee may reasonably require, in order to discharge its duties and obligations as trustee under the Trust Deed, to the extent permitted by law; and (4) any other covenants as may be required under the Trust Deeds Guidelines and agreed by the Issuer. (22) Details of designated account(s) (23) Name of credit rating agency and credit rating (24) Conditions precedent : No designated account : Not Rated : Conditions precedent for the establishment of the MTN Programme including, but not limited to the following (all of which shall be in the form and substance acceptable to the Joint Lead Arrangers): A. Main Documentation The relevant Transaction Documents in relation to the MTN Programme have been duly executed, and where applicable, stamped (unless otherwise exempted). B. Issuer Receipt from the Issuer of: (i) Certified true copies of the Certificate of Incorporation and the Memorandum and Articles of Association of the Issuer; (ii) Certified true copies of the most recent Forms 24, 44 and 49 of the Issuer or equivalent forms filed by the Issuer as required pursuant to the Companies Act 2016; (iii) Certified true copy of the board resolution of the Issuer authorising, among others, the establishment of the MTN Programme, issuance of the MTNs and the execution of all relevant documents thereto; (iv) A list of the Issuer s authorised signatories and their respective specimen signatures; (v) A report of the relevant company search of the Issuer; and Page 13 of 17
(vi) A report of the relevant winding up search conducted on the Issuer. C. General (i) Evidence of the acknowledgement by the SC of the Lodgement; (ii) Satisfactory legal opinion from the Solicitors of the Joint Lead Arrangers addressed to the Joint Lead Arrangers and the Trustee confirming with respect to the legality, validity and enforceability of the Transaction Documents and confirmation that all conditions precedent thereto have been fulfilled or otherwise waived; (iii) Such other conditions precedent as advised by the Solicitors of the Joint Lead Arrangers and agreed by the Issuer. (25) Representations and warranties : Representations and warranties shall comprise the following: (a) Status (i) The Issuer is a company with limited liability, duly incorporated and validly existing under the laws of Malaysia. (ii) The Issuer has full power and authority to own its property and assets and carry on its business as it is being conducted. (b) Binding Obligations Upon the Lodgement and the obtaining of the approvals notified or delivered to the Joint Lead Arrangers under Conditions Precedent above and subject to any general principles of law limiting the Issuer s obligations, the obligations expressed to be assumed by the Issuer in each Transaction Document are, or will be, valid, binding and enforceable on and against the Issuer. (c) Non-violation Upon the Lodgement and the obtaining of the approvals notified or delivered to the Joint Lead Arrangers under Conditions Precedent above and subject to any general principles of law limiting the Issuer s obligations, neither the execution and delivery of the Transaction Documents nor the performance of any of the transactions contemplated by the Transaction Documents does or will contravene or constitute a default under:- (i) any law by which the Issuer or any of its assets is bound or affected; (ii) the constitution of the Issuer; or (iii) any agreement to which the Issuer is a party or by which the Issuer or its assets is bound, which would have a Material Adverse Effect. (d) Power and Authority (e) Title Upon the Lodgement and obtaining of the approvals notified or delivered to the Joint Lead Arrangers under Conditions Precedent above, the Issuer will have taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents. Subject to any Permitted Security (as defined in Details of Covenants, Negative Covenants, (i) (Negative Pledge) above), to the best of the Issuer s knowledge, the Issuer s assets are free from security interest. (f) No Misleading Information To the best of the Issuer s knowledge, all material factual information (other than third party information) provided by the Issuer in writing in connection with:- Page 14 of 17
(i) the establishment of the MTN Programme; and (ii) the issuance of the MTNs and for the purposes of the Information Memorandum is true and accurate in all material respects in light of the circumstances under which they were made, and all expressions of expectation, intention, belief and opinion contained therein were made in good faith and based on reasonable assumptions as at the date it was provided or as at the date (if any) at which it is stated. (g) No Proceedings Pending or Threatened Except as previously disclosed by the Issuer to the Joint Lead Arrangers, no litigation, arbitration or administrative proceedings or claim which might by themselves or together with any other such proceedings or claims which, if adversely determined, would have a Material Adverse Effect, is presently in progress or pending or to the best of the Issuer's knowledge and belief, threatened against the Issuer or its assets. (h) Such other representations and warranties as advised by the Solicitors of the Joint Lead Arrangers and agreed by the Issuer, with appropriate thresholds, exclusions and carve-outs for each of such representations and warranties to be negotiated and agreed in the Transaction Documents. For the purpose of this principal terms and conditions, "Material Adverse Effect" means a material adverse effect on the ability of the Issuer to perform its payment obligations under the Transaction Documents. The representation in sub-paragraphs (a), (b), (c) and (d) above are deemed to be repeated by the Issuer on each issue date of the MTNs and on the first day of each interest/coupon period. (26) Events of defaults or enforcement events, where applicable, including recourse available to investors : The events of default ( Events of Default ) shall comprise the following:- (i) Non-payment The Issuer fails to pay any amount due under the MTNs on the due date or on demand (if expressed to be so payable) and such failure is not remedied within seven (7) business days from the date such amount is due or demanded; (ii) Financial Covenants The Issuer fails to comply with any requirement under Financial Covenants above and such failure has not been remedied by the Issuer within thirty (30) days of its receipt of written notice from the Trustee; (iii) Other Obligations The Issuer fails to perform any of its obligations under the Transaction Documents or under any undertaking or arrangement entered into in connection therewith (other than a payment obligation referred to in Event of Default (i) (Non-payment) above and the obligations referred to in Event of Default (ii) (Financial covenants) above), where such event would have a Material Adverse Effect and such failure has not been remedied by the Issuer within thirty (30) days of its receipt of written notice from the Trustee; (iv) Misrepresentation Any representation, warranty or statement which is made (or acknowledged to have been made) by the Issuer in the Transaction Documents proves to be incorrect in any material respect when made or deemed made, where such event would have a Material Adverse Effect, unless the circumstances giving rise to the misrepresentation are capable of remedy and the Issuer fails to remedy such misrepresentation within thirty (30) days of its receipt of written notice from the Trustee; (v) Cross Default Any other indebtedness of the Issuer in respect of borrowed monies exceeding US Dollars Fifty Million (US$50,000,000.00) or its equivalent in other currencies is not discharged or paid when due or within any applicable grace period, or becomes due and payable prior to its specified maturity as a result of an event of default (however described) which would have a Material Adverse Effect, and in any such case, the Issuer does not, within thirty (30) days, pay, discharge or in good faith dispute such liability or obligation to pay; Page 15 of 17
(27) Governing laws : Laws of Malaysia (vi) Appointment of Receiver (a) An encumbrancer takes possession of, or a trustee or administrator or other receiver, or liquidator or officer similar to any of the foregoing is appointed in respect of, all or any substantial part of the business or assets of the Issuer; or (b) A distress or warrant or attachment or any form of execution is levied or enforced upon or sued out against all or any substantial part of the assets of the Issuer; and any such action would have a Material Adverse Effect and is not discharged within thirty (30) days of such action, or (c) Any security interest, which may for the time being affect the whole or a substantial part of the Issuer s assets, becomes enforceable and would have a Material Adverse Effect. (vii) Composition The Issuer convenes a meeting of its creditors or makes any arrangement or composition (voluntary or otherwise including a scheme of arrangement under section 366 of the Companies Act 2016) with, or any assignment for the benefit of, its creditors where the aggregate amount owed by each of it to such creditors is in excess of US Dollars Fifty Million (US$50,000,000.00) or its equivalent in other currencies; (viii) Winding Up Any step is taken for the winding-up, dissolution or liquidation of the Issuer or a resolution is passed for the winding-up of the Issuer or a petition for winding-up is presented against the Issuer and the Issuer has not taken any action in good faith to set aside such petition within thirty (30) days from the date of service of such winding-up petition or a winding-up order has been made against the Issuer. (ix) Judgments The Issuer fails to satisfy any judgment passed against it by any court of competent jurisdiction and which is enforceable against it in Malaysia and such failure would have a Material Adverse Effect provided that such failure would not constitute an Event of Default if the Issuer has, within thirty (30) days after the judgment or order is made, taken the necessary action to contest the judgment or order, or such judgment or order is discharged or stayed within thirty (30) days after the judgment or order is made; (x) Licences There is a revocation, withholding or modification of any licence, authorisation or approval that impairs, prejudices or affects the legality, validity, enforceability or priority and performance of the obligations of the Issuer or the rights of the Trustee under the Transaction Documents, and such revocation, withholding or modification would have a Material Adverse Effect and no appeal against such action is made within thirty (30) days of notification thereof being received by the Issuer; (xi) Cessation of Business The Issuer ceases or threatens to cease to conduct all or any substantial part of its business or any governmental authority expropriates or threatens to expropriate all or any substantial part of its assets and such cessation or expropriation would have a Material Adverse Effect unless circumstances giving rise to the cessation of business or expropriation of assets are capable of remedy and the Issuer, fails to remedy such cessation of business or expropriation of assets within thirty (30) days of its receipt of written notice from the Trustee; and (xii) Invalidity Any of the Transaction Documents is or becomes, for any reason, invalid or unenforceable. Upon the occurrence of any of the above Events of Default, the Trustee may, at its discretion, or shall (if so directed to do so by a special resolution of the Noteholders) declare (by giving written notice to the Issuer) that an event of default has occurred and all sums payable under the MTNs shall become immediately due and payable, and the Trustee may enforce its rights under the Transaction Documents. (28) Provisions on buy-back : Purchase and Cancellation The Issuer, its subsidiaries or agents of the Issuer may at any time purchase the MTNs at any price in the open market or by private treaty, but the MTNs which have been purchased by the Issuer, its subsidiaries or agents of the Issuer shall be cancelled and cannot be resold. For the avoidance of doubt, the nominal value representing such MTNs which have been cancelled shall be available for issuance during the Availability Period subject to the terms herein. Page 16 of 17
(29) Provisions on early redemption : Early Redemption The Issuer may, at its absolute discretion, redeem in whole or in part, all outstanding series of the MTNs before their respective maturity dates (on a pro rata basis) at the Early Redemption Amount (as defined below), plus (if applicable) accrued interest/coupon to be calculated from and including the preceding coupon payment date until and excluding the date of early redemption ("Early Redemption Date") based on a 365-day year, provided that the following conditions are fulfilled:- (i) a written notice of not less than fourteen (14) days before the Early Redemption Date is given to the Facility Agent and the Trustee; (ii) the redemption is made on a coupon payment date; and (iii) the nominal value of the MTNs to be redeemed shall be at least RM10.0 million and in multiples of RM5.0 million. Early Redemption Amount Early redemption amount of each series of MTNs may be at par or such other early redemption amount as may be mutually agreed between the Issuer and the relevant subscribers of such series prior to the issuance of the MTNs of such series, details of which shall be set out in the relevant Transaction Document in respect of such series and shall be binding on all Noteholders of such series. The early redemption amount shall be notified on the FAST (or such other system in addition, alternate or substitution thereof in relation to the MTNs). The MTNs which have been redeemed shall be cancelled and shall not be resold. (30) Voting : Voting by the Noteholders under the MTN Programme shall be carried out as follows:- Prior to upsizing of the MTN Programme: All matters/resolutions which require the Noteholders consent under the MTN Programme shall be carried out on a collective basis; and Post upsizing of the MTN Programme: All matters/resolutions which require the Noteholders consent under the MTN Programme shall be carried out on a per series (as defined below) basis. Consent from Noteholders holding a requisite amount under each series (to be determined under the Trust Deed) shall be obtained for any matters to be passed under the MTN Programme and the consent from Noteholders of all outstanding series shall be obtained for any resolution to be carried. series shall mean, in relation to any MTNs, such MTNs with the same issue date and same maturity date. (31) Permitted investments (32) Ta'widh (for sukuk) : No permitted investments : Not applicable (33) Ibra' (for sukuk) : Not applicable (34) Kafalah (for sukuk) : Not applicable Page 17 of 17