(For consistency purposes, the abbreviations and definitions used throughout this announcement are the same as those previously defined in the Company’s announcement dated 27 December 2022 and the subsequent announcements dated 10 February 2023 and 23 June 2023 in relation to the Proposed Settlement.)
We refer to the Company’s announcement dated 27 December 2022 and the subsequent announcements in relation to the Proposed Settlement.
On behalf of the Board, KAF IB wishes to announce that on 9 October 2023, the Company had entered into a Second Supplemental Agreement to the Settlement Agreement (“Second Supplemental Agreement”) to vary certain terms of the Settlement Agreement including, amongst others, as follows:-
(i) ELLI irrevocably authorises the Trustee to hold 75,000,000 ICULS to be issued to ELLI representing 25.42% of the total ICULS (“Trust ICULS”) on trust for and on behalf of ELLI commencing on the Issue Date and ELLI agrees that the Trust ICULS are not convertible and not transferable save and except in accordance with the terms of the Settlement Agreement and the Trust Deed;
(ii) the ICULS holders shall have the right at any time during the conversion period to convert such amount of ICULS held into new Shares based on the conversion mode provided that the conversion of such number of ICULS will not result in the public shareholding spread of the Company falling below 25% of the issued share capital of the Company (“Breach of the Spread”) at the time of conversion as confirmed by the Company in writing;
(iii) the ICULS are fully transferable to persons falling within any of the categories of persons specified in Part I of Schedule 6 of the CMSA and who acquires the ICULS where the consideration is not less than two hundred and fifty thousand ringgit (RM250,000) or its equivalent in foreign currencies for each transaction whether such amount is paid for in cash or otherwise (“Permitted Transferees”), through KAF IB as placement agent PROVIDED ALWAYS that the ICULS holders shall notify the Company of such proposed transfer of the ICULS at least ten (10) days prior to the date of the proposed transfer and the Company has confirmed in writing that the conversion of such number of ICULS transferred will not result in a Breach of the Spread;
(iv) inclusion of the conversion rights of the Trust ICULS as follows:-
(a) The Trust ICULS are not convertible throughout the tenure except in accordance with the terms of the Trust Deed. No Trust ICULS can be converted while there remain any ICULS (which are not Trust ICULS) which have not been converted or sold and/or transferred at the relevant point in time.
Subject to the above, at any time during the conversion period, in the event that ELLI wishes to convert any of the Trust ICULS into new Shares, ELLI shall first consult the Company and the Trustee, and the Trustee shall only carry out the conversion upon obtaining written confirmation from the Company that the conversion of such Trust ICULS will not result in a Breach of the Spread at the time of conversion.
(b) If, at any time during the tenure, it appears that there will be a Breach of the Spread, or within six (6) months prior to the compulsory conversion of the ICULS, it appears that there will be a Breach of the Spread upon the compulsory conversion of all the remaining ICULS on the maturity date, ELLI irrevocably authorises the Company to provide written instruction to the Trustee to, at the option of the Trustee, (i) immediately sell such number of the Trust ICULS as may be required to any Permitted Transferee; and/or (ii) immediately convert such number of the Trust ICULS to Shares and sell such number of Shares as may be required, to ensure there is no Breach of the Spread on the maturity date.
For the avoidance of doubt, in the event that the conversion of all the remaining ICULS will not result in a Breach of the Spread, all Trust ICULS remaining on the maturity date shall be compulsorily converted to Shares; and
(v) inclusion of the transferability of the Trust ICULS as follows:-
(a) The Trust ICULS are not transferable throughout the tenure except in accordance with the terms of the Trust Deed. No Trust ICULS can be sold and/or transferred to the Creditors and/or its related party while there remain any ICULS (which are not Trust ICULS) held by the Creditors and/or its related party and which have not been converted or sold and/or transferred at the relevant point in time.
Subject to the above, in the event that ELLI wishes to transfer any of the Trust ICULS, ELLI shall first consult the Company and the Trustee, and the Trustee shall only carry out the transfer to any Permitted Transferee upon obtaining written confirmation from the Company that the conversion of such Trust ICULS to be transferred will not result in a Breach of the Spread at the time of conversion.
DOCUMENT AVAILABLE FOR INSPECTION
The Second Supplemental Agreement shall be made available for inspection at the registered office of TVHB at Lot 4.100, Tingkat 4, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 9 October 2023.
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