DETAILS OF THE PROPOSED VARIATION Clause Samples
DETAILS OF THE PROPOSED VARIATION. The Tranche 3 Completion is conditional upon, among others, PDB having obtained the approval by Bursa Securities for the Waiver Application. Accordingly, Inter-Pacific Securities and Astramina Advisory, on behalf of the Company, had on, 23 April 2021 submitted a Waiver Application to Bursa Securities. The Waiver Application has not been approved by Bursa Securities via its letter dated 21 June 2021. Subsequently, Inter-Pacific Securities and Astramina Advisory, on behalf of the Company had on, 25 June 2021, submitted an appeal on Bursa Securities’ decision on the Waiver Application (“Appeal”). Bursa Securities had dismissed the Appeal via its letter dated 13 August 2021. Based on the latest audited consolidated financial statements of the Company for the 18-month FPE 31 December 2021, the continuing operations of PDB and its subsidiaries (collectively, “PDB Group” or “Group”) has generated a total revenue of approximately RM8.28 million, represents 11.03% of the share capital of the Company, which does not fall under an “insignificant business or operations” situation pursuant to Paragraph 8.03A(7)(b) of the Listing Requirements. In view of this, the Board is of the view that the Waiver Application is no longer required. On 2 June 2022, PDB had entered into the Second Supplemental Disposal SSA to amend, modify, substitute, vary and alter the terms, conditions and provisions of the Agreements. Pursuant to the Second Supplemental Disposal SSA, PDB and ▇▇▇ have agreed to the followings:
(i) subject to the approval of the shareholders of PDB, to remove the condition set in Clause 6A.1.3 of the Agreements; and
(ii) to insert a new clause to clarify GIL obligations to pay the stamp duties on the transfer of the Assumed Liabilities as set out in the Agreements. For illustration purpose, the abovementioned changes are outlined in the table below: As per Disposal SSA and Supplemental Disposal SSA Proposed Variation
DETAILS OF THE PROPOSED VARIATION. In view that the APSB Entitlement Sum would be revised from the Original APSB Entitlement Sum to RM190.00 million only pursuant to the terms of the FSA and since the JVAs will be terminated on the Unconditional Date and the Development Land will be transferred to CCPSB upon its full settlement of the Final Settlement Sum to APSB, the Proposed Variation is considered a material variation under Paragraph 8.22(2)(b) of the Listing Requirements. Further details on the Proposed Variation (including the FSA) are set out below.
3.1 Salient terms of the FSA
DETAILS OF THE PROPOSED VARIATION. The Proposed Variation is carried out pursuant to CCPSB’s request for APSB to transfer the Said Land to CCPSB in order for it to raise financing for the Revised Project and the operations of the Retail Podium through a charge on the Said Land to a Financier, such that it can fulfil its obligations to APSB under the Joint Venture Agreement including the payment of the APSB Entitlement Sum. To facilitate the above, the Parties have entered into the Agreements with the intention of varying the terms and conditions of the Joint Venture Agreement and the Supplemental Agreements (collectively referred to as the “JVAs”). A comparison of the key revised terms contained in the JVAs and the terms set out in the Agreements are summarised below:
DETAILS OF THE PROPOSED VARIATION. SHIB had on 11 November 2019 entered into the Supplemental Agreement to amend, modify, substitute, vary and alter the terms, conditions and provisions of the Subscription Agreement. Pursuant to the Supplemental Agreement, SHIB and the Subscriber have agreed to, amongst others, the followings:
(i) to revise the Minimum Conversion Price from RM0.18 to RM0.10 ("Revised MCP”);
(ii) to set the limit of the number of Conversion Shares to be issued upon conversion of the Notes at 833,333,333 Conversion Shares (“Conversion Limit”); and
(iii) to revise the nominal value of each sub-tranche of Tranche 1 to Tranche 3 Notes to RM1 million each. For illustration purpose, the abovementioned changes are illustrated in the table below: As per the Subscription Agreement Proposed Variation MCP The MCP is set at RM0.18. The MCP is revised to RM0.10. Conversion Limit (Note: There was no provision of Conversion Limit in the Subscription Agreement. However, based on the MCP of RM0.18, the maximum number of Conversion Shares is 833,333,333). The Noteholder is only allowed to convert the Notes up to 833,333,333 SHIB Shares as approved by Bursa Securities and the shareholders of SHIB at the EGM. Revision of the nominal value of sub-tranches Tranche 1 Notes shall comprise of 10 equal sub-tranches of RM5 million each, Tranche 2 Notes shall comprise of 10 equal sub-tranches of RM5 million each and Tranche 3 Notes shall comprise of 5 equal sub-tranches of RM10 million each. Tranche 1 Notes, Tranche 2 Notes and Tranche 3 Notes shall each comprise of 50 equal sub-tranches of RM1 million each. The salient terms of the Subscription Agreement and Supplemental Agreement (including other changes to the Subscription Agreement as amended by the Supplemental Agreement other than those as set out above) are set out in Appendix I of this announcement. Save for the consequential changes as a result of the changes to the Subscription Agreement and those as set out in Section 2 and Appendix I of this announcement, there are no other material amendments to the Subscription Agreement as varied by the Supplemental Agreement and all other terms and conditions of the Subscription Agreement shall remain unchanged and continue to be in full force and effect.