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Redeemable Convertible Cumulative Preference Shares in Goldis Berhad ("Goldis") ("RCCPS")
The RCCPS shall carry the right to receive cumulative preferential dividends at the rate of 4.3% per annum calculated based on the RCCPS Issue Price. Since the dividends are cumulative in nature, to the extent that the dividend or any part thereof is not declared and paid in respect of any particular 6-month period commencing from the issue date of the RCCPS as a result of insufficient distributable profits, any such arrears will accrue during its tenure (but not after the Maturity Date) and will be declared and paid on a subsequent dividend payment date, subject to availability of distributable profits pursuant to Section 131 of the Companies Act, 2016 ("Act") and the solvency requirement pursuant to Section 132 of the Act having been met.
Semi-annual basis.
The redemption shall be at the option of Goldis at any time during the period commencing from and including the 4th anniversary of the Issue Date and ending on the day immediately preceding the Maturity Date but subject always to applicable laws. Redemption shall be in cash at a redemption price calculated as follows: (i) the dividends declared up to the redemption date less any dividends paid; and (ii) an amount equal to the RCCPS Issue Price for each RCCPS. Any RCCPS not redeemed or converted on the Maturity Date shall be automatically converted into new Goldis Shares.
The RCCPS shall rank ahead in regards to payment of dividends on all classes of shares of Goldis, other than the existing redeemable convertible cumulative preference shares issued in 2015 by Goldis ("Existing RCPS"). Goldis shall not pay or distribute any dividends on RCCPS unless the holders of the Existing RCPS then outstanding shall first receive, or simultaneously receive, any accrued and unpaid dividend in respect of the Existing RCPS. The conversion rights is at the option of the RCCPS holder at any time during the RCCPS conversion period commencing from the date of listing of the RCCPS up to and including the Maturity Date ("Conversion Period"), into such number of fully-paid ordinary shares in our Company as is determined based on the conversion ratio of 1 new ordinary share in Goldis ("Goldis Shares") for 1 RCCPS ("Conversion Ratio"). The conversion of the RCCPS will not require any cash payment from the RCCPS holders. The RCCPS holders shall, upon conversion, surrender the requisite number of RCCPS for cancellation by Goldis. Hence, the conversion price is not applicable in the case of the RCCPS and therefore the conversion price is stated as RM0.000 above. Any fraction of new Goldis Shares resulting from such conversion shall be disregarded and Goldis shall not be required to pay the value of such fraction to the relevant RCCPS holders nor issue any certificate for such fraction. Goldis shall make the necessary adjustment to the Conversion Ratio in the event of any alteration to Goldis' share capital occurring prior to the expiry of the Conversion Period, whether by way of rights issue, capitalisation issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance with the provisions of Goldis' Constitution. The RCCPS shall not carry any right to vote at any general meeting of Goldis except in the following circumstances: (i) when the dividend or part of the dividend on the RCCPS is in arrear for more than 6 months; (ii) on a proposal to reduce Goldis' share capital in accordance with Section 116 or Section 117 of the Act; (iii) on a proposal for the disposal of the whole of Goldis' property, business and undertaking; (iv) on a proposal that affects rights attached to the RCCPS; (v) on a proposal to wind up Goldis; and (vi) during the winding-up of Goldis. The new Goldis Shares to be issued upon conversion of the RCCPS shall rank pari passu in all respects with the then existing Goldis Shares, save and except that the holders of such new Goldis Shares shall not be entitled to any dividends, rights, allotments and/or any other distributions that may be declared, made or paid in respect of such shares, the entitlement date of which is prior to the date of allotment of the new Goldis Shares. The RCCPS shall rank after the Existing RCPS. This announcement is dated 5 March 2018.