SAJ Capital Sdn Bhd Sukuk MYR 650,000,000 - Principal Terms and Conditions

Transcription

1. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions (A) CORPORATE INFORMATION OF ISSUER (1) Name : SAJ Capital Sdn Bhd (2) Address : Bangunan SAJ Ranhill Jalan Garuda, Larkin 80350 Johor Bahru Johor Malaysia (3) Date incorporation of : 18-Sep-2017 (4) Place incorporation of : Malaysia (5) Business registration number : 1247107-P (6) Residence status : Resident Controlled Company (7) Place and date of listing : Not Listed (8) Principal activities : A special purpose vehicle set up to issue the Sukuk Murabahah (9) Issued and paid up capital : Ringgit Malaysia Two (RM2.00) divided into 2 ordinary shares as at 15 November 2017 (10)Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : As at 15 November 2017 the shareholder and its shareholding in the Issuer is: (11)Board directors : of Shareholder % Ranhill Capital Sdn Bhd (Company No. 1110393-P) 100.00 1. Tan Sri Hamdan Mohamad 2. Dato' Ahmad Faizal Bin Abdul Rahman (B) CORPORATE INFORMATION OF CORPORATE GUARANTOR (1) Name : Ranhill Holdings Berhad (2) Address : Bangunan SAJ Ranhill Jalan Garuda, Larkin 80350 Johor Bahru Johor Malaysia (3) Date incorporation of : 28-Apr-2014 (4) Place incorporation of : Malaysia (5) Business registration number : 1091059-K (6) Residence status : Resident Controlled Company (7) Place and date of listing : No. Place of listing Date of listing 1 Bursa Malaysia 16 Mar 2016 Printed on 14:03:06, 18-Jan-2018 Page 1 of 23
2. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions (8) Principal activities : Investment holding (9) Issued and paid up capital : Ringgit Malaysia Eight Hundred Eighty Eight Million Three Hundred Fifteen Thousand Seven Hundred and Sixty Seven (RM888,315,767) divided into 888,315,767 ordinary shares as at 15 November 2017. (10)Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : The substantial shareholders of the Guarantor as at 15 November 2017 are as follows: Name Direct Interest No. of Shares Indirect Interest % No. of Shares % 20.40 - - Lambang 179,167,594 Optima Sdn Bhd 20.17 - - Ranhill Corporation Sdn Bhd 65,830,466 7.41 - - Hamdan Inc. (Labuan) Pte Ltd 12,242,038 1.38 (1)244,998,060 (1)27.58 Hamdan (L) Foundation - - (2)257,240,098 (2)28.96 Tan Sri Hamdan Mohamad 40,370,000 4.55 (3) (3) 257,240,098 28.96 Cheval 181,228,777 Infrastructure Fund LP (acting via its general partner, TAEL Management Co. (Cayman) Ltd) Printed on 14:03:06, 18-Jan-2018 Page 2 of 23
3. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions Permodalan Darul Ta'zim Sdn Bhd 94,100,000 10.59 Perbadanan Setiausaha Kerajaan Johor (The State Secretary Johore Incorporated) - - (4)94,100,000 (4)10.59 State Government of Johor - - (5)94,100,000 (5)10.59 Lembaga Tabung Haji (6)74,936,300 8.44 - - Notes: (11)Board directors of : 1. 2. 3. 4. 5. 6. 7. 8. (1) Deemed interested by virtue of its direct interests in Lambang Optima Sdn Bhd and Ranhill Corporation Sdn Bhd pursuant to Section 8 of the Companies Act. (2) Deemed interested by virtue of its interests in Hamdan Inc. (Labuan) Pte. Ltd, Lambang Optima Sdn Bhd and Ranhill Corporation Sdn Bhd pursuant to Section 8 of the Companies Act. (3) Deemed interested by virtue of (i) his interests in Hamdan Inc. (Labuan) Pte. Ltd, Lambang Optima Sdn Bhd and Ranhill Corporation Sdn Bhd pursuant to Section 8 of the Companies Act and (ii) him being the sole beneficiary of the Hamdan (L) Foundation which owns the entire stake in Hamdan Inc. (Labuan) Pte. Ltd. (4) Deemed interested by virtue of its direct interests in Permodalan Darul Ta'zim Sdn Bhd pursuant to Section 8 of the Companies Act. (5) Deemed interested by virtue of its interests in Permodalan Darul Ta'zim Sdn Bhd and The State Secretary Johore Incorporated pursuant to Section 8 of the Companies Act. (6) Include 4,936,300 shares held under Maybank Asset Management Sdn Bhd. Tan Sri Mohamed Azman Yahya Tan Sri Hamdan Mohamad Dato Sri Lim Haw Kuang Tan Sri Saw Choo Boon Lim Hun Soon @ David Lim Datuk Seri Dr. Nik Norzrul Thani Nik Hassan Thani Dato' Zulkifli Ibrahim Abu Talib Abdul Rahman Printed on 14:03:06, 18-Jan-2018 Page 3 of 23
4. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions 9. Loong Mei Yin 10. Datuk Abdullah Karim 11. Izaddeen Daud (C) PARTIES TO THE TRANSACTION (1) Origination (2) At point distribution : of (3) After distribution : : No. Roles Name of parties 1 Issuer SAJ Capital Sdn Bhd ("SAJC") 2 Guarantor Ranhill Holdings Berhad ("Ranhill") 3 Other-Security Provider Ranhill Capital Sdn Bhd ("RCSB") 4 Principal Adviser CIMB Investment Bank Berhad 5 Lead Arranger CIMB Investment Bank Berhad ("CIMB") 6 Solicitors Messrs Zaid Ibrahim & Co. ("ZICO") 7 Shariah Adviser CIMB Islamic Bank Berhad ("CIMB Islamic") 8 Financial Adviser ZJ Advisory Sdn Bhd 9 Sukuk Trustee Malaysian Trustees Berhad ("MTB") 10 Other-Security Trustee MTB 11 Credit Rating Agency Malaysian Rating Corporation Berhad ("MARC") No. Roles Name of parties 1 Issuer SAJC 2 Guarantor Ranhill 3 Other RCSB-Security Provider 4 Lead Manager CIMB and MIDF Amanah Investment Bank Berhad No. Roles Name of parties 1 Issuer SAJC 2 Guarantor Ranhill 3 Other RCSB-Security Provider 4 Principal Adviser CIMB Investment Bank Berhad 5 Solicitors ZICO 6 Facility Agent CIMB 7 Sukuk Trustee MTB 8 Other MTB-Security Trustee 9 Credit Rating Agency MARC Printed on 14:03:06, 18-Jan-2018 Page 4 of 23
5. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions 10 Central Depository BNM 11 Paying Agent BNM (D) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). (2) One-time issue or programme : One-time issue (3) Shariah principles sukuk) : (4) Facility description (for : No. Shariah Principles 1 Murabahah (via Tawarruq arrangement) The Sukuk Murabahah shall be issued under the Shariah principle of Murabahah (via Tawarruq arrangement), which are the Shariah principles and concepts approved by the SAC. Prior to the issuance of the Sukuk Murabahah, the Sukuk Trustee (on behalf of the Sukukholders), shall enter into an agency agreement (“Agency Agreement”) with SAJC to appoint SAJC as the agent of the Sukukholders (in such capacity, the “ Agent”) to purchase and sell the Commodities (as defined in the section entitled Other Terms and Conditions). Pursuant to a commodities murabahah master agreement (“Commodities Murabahah Master Agreement”), to be entered into between SAJC (in such capacity, the “ Buyer”), the Agent and the Sukuk Trustee (acting on behalf of the Sukukholders), SAJC (acting as the Buyer) shall issue a purchase order (the "Purchase Order") to the Agent with an irrevocable undertaking to purchase the Commodities from the Sukukholders at the Deferred Sale Price (as defined in the section entitled Other Terms and Conditions). Pursuant to the Purchase Order, the Agent via the Commodity Trading Participant (“ CTP”) (pursuant to a CTP purchase agreement entered into between the Agent and the CTP (“ CTP Purchase Agreement”)) will purchase the Commodities on a spot basis from commodity vendor(s) in the Bursa Suq Al-Sila' commodity market and/or such other independent commodity trading platform acceptable to the Shariah Adviser (“ Commodity Seller”) at a purchase price, which shall be an amount equivalent to the Sukuk Murabahah proceeds ("Purchase Price"). The Purchase Price shall be in line with the asset pricing requirement stipulated under the LOLA Guidelines. SAJC (acting as the Issuer) shall issue Sukuk Murabahah to the Sukukholders whereby the proceeds thereof shall be used to pay the Purchase Price. The Sukuk Murabahah shall evidence, amongst other things, the Sukukholders' ownership of the Commodities and once the Commodities are sold to SAJC (acting as the Buyer), the Sukukholders’ entitlement to receive the Deferred Sale Price. The Sukuk Murabahah may be issued at par or at a discount as may be agreed between the Issuer and the Lead Arranger prior to the issuance. Upon acquiring the Commodities, the Agent shall pursuant to the undertaking under the Purchase Order thereafter sell the Commodities to SAJC (acting as the Buyer) for a price equivalent to the Deferred Sale Price under the commodities sale and purchase agreement (the “Sale and Purchase Agreement”). Upon the purchase of the Commodities SAJC (acting as the Buyer) shall, via the CTP (pursuant to Printed on 14:03:06, 18-Jan-2018 Page 5 of 23
6. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions a CTP sale agreement entered into between SAJC and the CTP (“CTP Sale Agreement”)) immediately sell the Commodities to Bursa Malaysia Islamic Services Sdn Bhd or such other independent commodity platform acceptable to the Shariah Adviser (“ Commodity Buyer”) on a spot basis for cash, for an amount equal to the Purchase Price. The Sukuk Murabahah shall be issued with periodic profit payments (“Periodic Profit Payments”). SAJC (acting as the Buyer) shall make Periodic Profit Payments forming part of the Deferred Sale Price, on a profit payment date to the Sukukholders during the tenure of the relevant Sukuk Murabahah and the final payment on the maturity date of the relevant Sukuk Murabahah. On the Sukuk Murabahah maturity dates or upon the declaration of an Event of Default (as defined in the section entitled Events of default or enforcement events, where applicable, including recourse available to investors), whichever is earlier, the Issuer shall pay all amounts then outstanding on the Deferred Sale Price to the Sukukholders as final settlement of the same, subject to Ibra’ (as described in the seciont entitled Ibra), and the relevant Sukuk Murabahah shall be cancelled. During the tenure of the Sukuk Murabahah, Ranhill shall provide an unconditional and irrevocable guarantee under the principle of Kafalah (“Guarantee”) in favour of the Sukuk Trustee to guarantee the payment of the Guaranteed Amount (as defined in the section entitled Details of guarantee, if applicable). (5) Currency : Ringgit (6) Expected facility/ programme size : Upto MYR650,000,000.00 (7) Option to upsize (for programme) : No (8) Tenure of facility/ programme : 12 year(s) (9) Availability period for debt/ sukuk programme : Not applicable (10)Clearing settlement platform : PayNet (11)Mode of issue : Book building Book running Bought deal Direct placement Private placement (12)Selling restrictions : 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 Other-Selling Restrictions at issuance: The Sukuk Murabahah may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act 2016 (as amended from time to time) (“Companies Act”); and Part I of Schedule 6 or Section 229(1)(b) and Part I of Schedule 7 or Section 230(1)(b), read together with Schedule 9 or Section 257(3) of the CMSA. Selling Restrictions thereafter: The Sukuk Murabahah may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act; and Part I of Schedule 6 or Section 229(1)(b) read together with Schedule 9 or Section 257(3) of the CMSA. : Tradable & transferable (13)Tradability and and Printed on 14:03:06, 18-Jan-2018 Page 6 of 23
7. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions 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 : None. (15)Details of security/ collateral pledged : The Sukuk Murabahah shall be secured by the following (collectively, the “Security Documents”): (i) a first ranking fixed assignment and charge over RCSB’s entire shareholding in SAJ Ranhill Sdn Bhd (formerly known as SAJ Holdings Sdn Bhd) (“SAJR”) (the “Share Charge”); (ii) save and except for dividends to be received by RCSB from SAJR of up to RM50.0 million following a dividend declaration by SAJR made prior to the issue date of the Sukuk Murabahah, a first ranking assignment of all income and revenue including any dividends and distributions received or receivable by RCSB in respect of RCSB’s shareholdings in SAJR, whether income or capital in nature, and the payment and repayment of shareholder’s loans and advances received or receivable by RCSB from SAJR (the “Assignment of Revenues”) and an irrevocable instruction from RCSB to SAJR, to deposit all the proceeds of the income and revenue including any dividends and distributions receivable by RCSB from SAJR to the Revenue Account (as defined hereafter); (iii) a first ranking debenture comprising a fixed and floating charge over all present and future assets, rights, and interests of the Issuer (“Debenture”) excluding the Sukuk Trustee’s Reimbursement Account; (iv) a first ranking fixed charge and assignment over the Designated Accounts (as defined hereafter) and the credit balances therein (the “Charge over Accounts”); and (v) any other security as advised by the Solicitor. (16)Details guarantee of : Ranhill shall provide an unconditional and irrevocable guarantee under the principle of Kafalah to the Sukuk Trustee to guarantee the payment of the Guaranteed Amount under the Sukuk Murabahah. The “Guaranteed Amount” means the amount outstanding under the Sukuk Murabahah due and owing by the Issuer, which shall include the following: 1. the Deferred Sale Price; and 2. any fees, charges, costs, expenses, Ta’widh (as described in the section entitled Ta'widh) and any other amount due under the Sukuk Murabahah. The Guarantee would be triggered upon the declaration by the Sukuk Trustee that an Event of Default has occurred. (17)Convertibility Issuance : Non-convertible (18)Exchangeability of Issuance : Non-exchangeable (19)Call option : No call option (20)Put option : No put option (21)Details covenants of of : a. Positive covenants To include but not limited to the following: Printed on 14:03:06, 18-Jan-2018 Page 7 of 23
8. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions Applicable to the Issuer and the Guarantor (i) each of the Issuer and the Guarantor shall at all times on demand execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the terms and conditions of the Transaction Documents; (ii) each of the Issuer and the Guarantor shall promptly perform and carry out all its obligations under all the Transaction Documents (including but not limited to redeeming the Sukuk Murabahah on the relevant maturity date(s) or any other date on which the Sukuk Murabahah are due and payable) and ensure that it shall immediately notify the Sukuk Trustee in the event that the Issuer and the Guarantor are unable to fulfill or comply with any of the provisions of the Transaction Documents; (iii) each of the Issuer and the Guarantor shall prepare its financial statements on a basis consistently applied in accordance with approved accounting standards in Malaysia and those financial statements shall give a true and fair view of the results of the operations of the Issuer and the Guarantor for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of the Issuer and the Guarantor; (iv) each of the Issuer and the Guarantor shall, promptly comply with all applicable laws including the provisions of the Capital Markets and Services Act 2007 (as amended from time to time) (“CMSA”), Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework, effective on 15 June 2015 and revised on 8 November 2017 (as amended from time to time) (“LOLA Guidelines ”), and/or the notes, circulars, conditions or guidelines issued by Securities Commission Malaysia (“SC”), Bank Negara Malaysia ("BNM") and any other relevant authorities from time to time; (v) each of the Issuer and the Guarantor shall give to the Sukuk Trustee such information as it may require in order to discharge its duties and obligations as trustee under the trust deed relating to their respective affairs to the extent permitted by law; (vi) each of the Issuer and the Guarantor shall keep proper books and accounts at all times and to provide the Sukuk Trustee access to such books and accounts to the extent permitted by law; (vii) each of the Issuer and the Guarantor shall ensure that the terms in the Transaction Documents do not contain any matter which is inconsistent with the provisions of the IM; (viii) each of the Issuer and the Guarantor shall file all relevant tax returns and pay all taxes promptly upon the same becoming due except to the extent that taxes are being contested in good faith or an adequate reserve has been set aside with respect thereto; (ix) each of the Issuer and the Guarantor shall exercise reasonable diligence in carrying out its business and affairs in a proper and efficient manner and in accordance with sound financial and commercial standards and practices; (x) each of the Issuer and the Guarantor shall maintain in full force and effect and shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, consents, rights, licenses, approvals and permits (governmental and otherwise) and will promptly obtain any further authorisations, consents, rights, licences, approvals and permits and attend to all filing, registration, notarisation, recording, payment of stamp, taxes, registration and other fees (governmental and otherwise) which is or may become necessary or desirable to: (a) enable the Issuer and the Guarantor lawfully to enter into, exercise their respective rights and comply with their respective obligations under the Transaction Documents to which it is a party; (b) ensure the validity, enforceability, admissibility in evidence of the obligations of the Issuer and the Guarantor or the priority or rights of the Sukukholders under the Sukuk Murabahah; (c) create the security interest expressed to be constituted by the Security Documents to which it is a party; (d) enable the Issuer and the Guarantor to own their assets and carry on their businesses; and (xi) such other covenants as may be advised by the Solicitor. Applicable to the Issuer only (i) the Issuer shall open and maintain the Designated Accounts for the purpose stated and make payments from such accounts only as permitted under the Transaction Documents, and comply Printed on 14:03:06, 18-Jan-2018 Page 8 of 23
9. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions with the terms and conditions of the Transaction Documents in all matters concerning the Designated Accounts; (ii) the Issuer shall maintain a paying agent in Malaysia; (iii) the Issuer shall procure that the paying agent shall notify the Sukuk Trustee in the event that the paying agent does not receive payment from the Issuer on the due dates as required under the trust deed and the terms and conditions of the Sukuk Murabahah; (iv) the Issuer shall ensure that the operation of the Sukuk Murabahah shall at all times be governed by guidelines issued and to be issued by the SC, BNM and/or any other authorities having jurisdiction over matters pertaining to the Sukuk Murabahah; (v) the Issuer shall maintain at all times throughout the tenor of the Sukuk Murabahah, the Sukuk Trustees’ Reimbursement Account for Sukukholders' actions (the “ Sukuk Trustees ' Reimbursement Account”) with a sum of Ringgit Malaysia Thirty Thousand (RM30,000.00) to be set up from the moneys received by the Issuer when the Sukuk Murabahah are issued. The Sukuk Trustees' Reimbursement Account shall be operated by the Sukuk Trustee and the money in the Sukuk Trustees' Reimbursement Account shall only be used strictly by the Sukuk Trustee in carrying out their duties in relation to the occurrence of Event of Default or enforcement events which are provided under the Transaction Documents in respect of the Sukuk Murabahah; and (vi) such other covenants as may be advised by the Solicitor. b. Negative covenants To include but not limited to the following: Applicable to the Issuer and the Guarantor (i) each of the Issuer and the Guarantor shall not reduce its paid-up share capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares, or by any other manner except for any repurchase of shares by the Guarantor of its own shares pursuant to the provisions under Section 127 of the Companies Act; (ii) each of the Issuer and the Guarantor shall not add, delete, amend or substitute its Memorandum or Articles of Association/ Constitution in a manner inconsistent with the provisions of the Transaction Documents or which may have a material adverse effect on the interests of the Sukukholders; (iii) each of the Issuer and the Guarantor shall not enter into any amalgamation, demerger, reconstruction or transfer or assign any or all of their rights in title to or interest of the license(s) necessary for their respective operations save and except for such internal amalgamation, demerger or reconstruction which is with another entity within the Ranhill Group and provided that SAJR and/or the license issued to and renewed by SAJR under the Water Services Industry Act 2006 (“WASIA”) (the “License”) will not be involved in such amalgamation, demerger or reconstruction; (iv) each of the Issuer and the Guarantor shall not file or consent to the filing of any petition for the winding up either voluntary or involuntary, or wind up voluntarily, or take any corporate action, legal proceedings or other procedure or steps for the winding up, dissolution or liquidation in respect of the Issuer and the Guarantor; and (v) such other covenants as may be advised by the Solicitor. Applicable to the Issuer only (i) the Issuer shall not incur or permit to exist any additional indebtedness for borrowed moneys including Islamic financing other than the Sukuk Murabahah, or enter into any derivative transactions or provide or permit to exist any guarantee in respect of any indebtedness of any person save and except for any advances and indebtedness from the Guarantor or the Guarantor’s subsidiaries provided that such advances and indebtedness are subordinated to the Sukuk Murabahah and no repayment and/or prepayment of such advances or indebtedness shall be made unless the Distribution Covenants (as defined hereafter) are met; (ii) the Issuer shall not incur capital expenditure; Printed on 14:03:06, 18-Jan-2018 Page 9 of 23
10. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions (iii) the Issuer shall not dispose any assets except where the asset disposal is solely for the purposes of facilitating Shariah-compliant financing facilities granted to the Issuer; (iv) save for transactions (i) which have been entered into prior to the date of the Trust Deed and disclosed to the Sukuk Trustee and (ii) for the purposes set out in the details on utilisation of proceeds by the Issuer as set out in the section entitled Other Terms and Conditions , the Issuer shall not, enter into any transaction, whether directly or indirectly, with its related corporation or interested persons (including a director, shareholders, or persons connected with it) unless such transaction shall be: (a) in the ordinary course of its business; (b) on an arms-length basis; and (c) will not have a Material Adverse Effect; For the purposes of the Sukuk Murabahah, “Material Adverse Effect” means any material adverse effect on the business or condition (financial or otherwise) or results of the operations of the Issuer, SAJR and/or the Guarantor or the ability of any of the Issuer, SAJR and/or the Guarantor to perform any of its obligations under any of the Transaction Documents or the Project Documents (as the case may be). The Issuer and SAJR shall collectively be known as the “Companies”). (v) the Issuer shall not cancel, surrender, abandon or otherwise change in any manner the nature or scope of its existing business; or suspend or threaten to suspend any part of its business; (vi) the Issuer shall not lend any money to any party other than for the purposes set out in the details on utilisation of proceeds by the Issuer in the section entitled Other Terms and Conditions , including the on-lending to RCSB for early redemption of the Existing Securities (as defined in the section entitled Details of designated account(s), if applicable) by utilising the proceeds of the Sukuk Murabahah on the issue date of the Sukuk Murabahah; (vii) save and except in its normal course of business and on arm’s length basis, the Issuer shall not enter into any partnership, profit-sharing or royalty agreement or other arrangement of whatsoever nature whereby its incomes 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 its businesses or operations are managed by any other person, firm or company; (viii) the Issuer shall not enter into any transactions, whether directly or indirectly, with any interested person (including, without limitation, a director, major shareholder and chief executive or persons connected with them), unless: (a) such transaction shall be on terms that are no less favourable to the Issuer than those that could have been obtained in a comparable transaction from persons who are not interested persons; and (b) with respect to any transaction (1) between the Issuer and the interested persons (save for its major shareholder) involving an aggregate payment or value equal to or greater than Ringgit Malaysia Fifty Million (RM50,000,000.00) per transaction or (2) between the Issuer and the major shareholder involving an aggregate payment or value equal to or greater than Ringgit Malaysia Seven Hundred Million (RM700,000,000.00) per transaction, the Issuer obtains a certification from an independent adviser that such transaction is carried out on fair and reasonable terms, provided that the Issuer certifies to the Sukuk Trustee that such transaction complies with paragraph (a) above, that the Issuer has received the certification referred to in paragraph (b) above (where applicable) and that the transaction has been approved by the majority of its board of directors or shareholders in a general meeting (as the case may require); (ix) the Issuer shall not create or permit to exist any encumbrance, mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind including, without limitation, title transfer and/or retention arrangements having a similar effect or any agreement to create any of the foregoing; (x) save for dividends of up to RM50.0 million which remain unpaid following a dividend declaration made by SAJR prior to the issue date of the Sukuk Murabahah, the Issuer shall not declare or pay any dividends or make any distribution (such payments and distributions shall be referred to as “Distributions”) whether income or capital in nature to its shareholders, or make any payments (whether in relation to principal, interest or otherwise) to its shareholders, subsidiaries or associated companies in connection with any loans or advances from its shareholders, subsidiaries or associated companies unless the following conditions are met: (a) the FSCR calculated based on the latest available management accounts of the Issuer and deducting such Distributions amount from the Net Available Cash would be equal or greater than Printed on 14:03:06, 18-Jan-2018 Page 10 of 23
11. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions 1.75 times, and in order to determine the FSCR for this purpose, the Issuer shall no later than ten (10) days prior to the proposed payment date of the Distribution provide a certificate to the Sukuk Trustee, setting out the computation of the FSCR as confirmed by two (2) directors of the Issuer; and (b) no Event of Default has occurred or would have occurred following such payment or distribution of dividends/distributions; and (c) the first tranche of the Sukuk Murabahah has been paid in full, (collectively, items (a) to (c) above are referred to as “Distribution Covenants”); (xi) the Issuer shall not use the proceeds raised from the Sukuk Murabahah except for the purposes set out herein; (xii) the Issuer shall not incorporate any subsidiaries; (xiii) the Issuer shall not open any other accounts other than the Designated Accounts and the Sukuk Trustees' Reimbursement Account; and (xiv) such other covenants as may be advised by the Solicitor. c. Financial covenants Applicable to the Issuer Finance Service Cover Ratio (“FSCR”) The Issuer shall maintain a FSCR of at least 1.50 times, at all times. “FSCR” is defined as A / B where: A = the previous twelve (12)-month Net Available Cash; and B = the next twelve (12)-month Finance Service. The FSCR calculations shall be duly confirmed by the Issuer’s external auditor and based on the then latest audited financial statements of the Issuer on an annual basis. The FSCR calculations shall be performed as soon as the latest audited financial statements of the Issuer are available. For the avoidance of doubt, any double counting shall be disregarded. The Issuer shall submit a compliance certificate to the Sukuk Trustee and the Security Trustee on an annual basis, as soon as the latest audited financial statements of the Issuer are available which certificate shall be signed by two (2) directors of the Issuer certifying the compliance and computation of the FSCR. Net Available Cash In any annual period, the sum of: i. all revenue and income received by the Issuer and any other receipts of a capital or revenue nature; and ii. all cash balances in the Designated Accounts including accrued Periodic Profit Payments retained by or on behalf of the Issuer and the amount utilised from the Designated Accounts for Permitted Investments at the beginning of the relevant twelve (12) month period. Less: i. taxes paid or such other contributions paid by the Issuer. Finance Service The sum of all Periodic Profit Payments and principal payments in relation to the Sukuk Murabahah payable during the next twelve (12) months. Applicable to the Guarantor The Guarantor and its group of companies (“Ranhill Group”)’s Total Debt to Equity Ratio (“ D:E Ratio”) shall, at all times, not exceed 1.50 times. The D:E Ratio shall be calculated by the Guarantor on an annual basis and confirmed by the Guarantor’s external auditors based on the latest annual audited financial statements. Printed on 14:03:06, 18-Jan-2018 Page 11 of 23
12. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions The D:E Ratio shall be: (a) the total outstanding principal obligations of the Ranhill Group under all financing facilities and all other indebtedness for borrowed monies, hire purchase obligations, finance lease obligations, fair value of financial instruments in connection with borrowed monies and any other financial guarantees, but excluding any non-recourse financing, of Ranhill Group; to (b) the total equity of Ranhill Group including any preference equity, subordinated shareholders’ advances/loans, and retained earnings/losses and non-controlling interest. For the avoidance of doubt, any payments to Pengurusan Aset Air Berhad (“ PAAB”) pursuant to the Facility Agreement (as defined in the section entitled Other Terms and Conditions ) shall not be included in the calculation of the D:E Ratio and any double counting shall be disregarded. d. Information covenants To include but not limited to the following: Applicable to the Issuer and the Guarantor (i) each of the Issuer and the Guarantor shall provide to the Sukuk Trustee at least on an annual basis, a certificate confirming that it has complied with all its obligations under the Transaction Documents and the terms and conditions of the Sukuk Murabahah and that there does not exist or had not existed, from the issue date of the Sukuk Murabahah, any Event of Default, and if such is not the case, to specify the same; (ii) each of the Issuer and the Guarantor shall deliver to the Sukuk Trustee the following: (a) as soon as they become available (and in any event within one hundred and eighty (180) days after the end of each of its financial year) copies of its financial statements for that year which shall contain the income statements and balance sheets of the Issuer and the Guarantor, which are audited by a firm of independent certified public accountants acceptable to the Sukuk Trustee; (b) as soon as they become available (and in any event within ninety (90) days after the end of the first half of its financial year) copies of its unaudited half yearly financial statements for that period which shall contain the income statements and balance sheets of the Issuer and the Guarantor prepared in accordance with approved accounting standards in Malaysia and which are duly certified by any one of its directors; (c) promptly, such additional financial or other information relating to the Issuer’s and/or the Guarantor’s business and operations as the Sukuk Trustee may from time to time reasonably request in order to discharge its duties and obligations as trustee to the extent permitted by law; (d) promptly, all notices or other documents received by the Issuer and/or the Guarantor from any of its shareholders or its creditors, and a copy of all documents dispatched by the Issuer and/or Guarantor 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 dispatched to these shareholders or creditors; and (e) promptly, any other accounts, report, notice, statement or circular issued by the Issuer and/or the Guarantor to its shareholders which the Sukuk Trustee shall at its discretion circulate the accounts, report, notice, statement or circular to the Sukukholders; (iii) each of the Issuer and the Guarantor shall promptly notify the Sukuk Trustee of, any change in the board of directors of the Issuer and the Guarantor; (iv) each of the Issuer and the Guarantor shall promptly notify the Sukuk Trustee of, any change in its condition (financial or otherwise) and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer and/or the Guarantor before any court or tribunal or administrative agency which have a Material Adverse Effect on the ability of the Issuer and/or the Guarantor to perform any of its obligations and/or under any of the Transaction Documents; (v) each of the Issuer and the Guarantor shall promptly give notice to the Sukuk Trustee in writing in the event that it becomes aware of any of the following: (a) of the occurrence of any Event of Default or any event which would constitute an Event of Default (the “Potential Event of Default”) forthwith upon becoming aware thereof, and it shall take all reasonable steps and/or such other steps as may reasonably be requested by the Sukuk Trustee to remedy and/or mitigate the effect of the Event of Default or the Potential Event of Default; (b) the occurrence of any event that has caused or could cause, one or more of the following: (i) any amount secured or payable under the Sukuk Murabahah to become immediately payable; (ii) the Sukuk Murabahah to become immediately enforceable; or (iii) any other right or remedy under the terms, provisions and Printed on 14:03:06, 18-Jan-2018 Page 12 of 23
13. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions covenants of the Transaction Documents have become immediately enforceable; (c) any circumstance that has occurred that would materially prejudice the Issuer and/or the Guarantor or any security included in or created by the Transaction Documents; (vi) each of the Issuer and the Guarantor shall promptly notify the Sukuk Trustee in writing of, any substantial change in its respective nature of business; (vii) each of the Issuer and the Guarantor shall promptly notify the Sukuk Trustee of, any other matter which may materially prejudice the interests of the Sukukholders; and (viii) such other covenants as may be advised by the Solicitor. Applicable to the Issuer only (i) the Issuer shall promptly notify the Sukuk Trustee of any change in the utilisation of proceeds of the Sukuk Murabahah, where the Information Memorandum (“IM”) or any agreement entered into in connection with the issue, offer or invitation sets out a specific purpose for which proceeds are to be utilised; (ii) the Issuer shall promptly notify the Sukuk Trustee of any change or proposed change in the name of the Guarantor; (iii) the Issuer shall promptly notify the Sukuk Trustee of any cessation of liability of the Guarantor for the payment of the whole or part of the Guaranteed Amount; (iv) the Issuer shall promptly notify the Sukuk Trustee and the Facility Agent in writing of any change in its withholding tax position or taxing jurisdiction; and (v) such other covenants as advised by the Solicitor. (22)Details designated account(s) of : No. Account Parties name responsible for opening account Parties Signatories Sources of funds responsible to account to maintain/ operate account Utilisation of funds 1 Security Trustee (i) payment of taxes and d u t i e s ; (ii) payment of profit and principal amounts, fees, commissions and other payments payable under the Sukuk Murabahah; (iii) transfer to the FSRA to meet the Minimum Required Balance; (iv) payments of any Revenue The Issuer Account ("RA") Security Trustee Printed on 14:03:06, 18-Jan-2018 Page 13 of 23 (i) net proceeds raised from the issuance of the Sukuk Murabahah after deducting (i) the proceeds to be on-lent to RCSB to partially fund the Redemption Price (as defined in the section entitled Representations and warranties) of the outstanding Islamic medium term notes of up to Ringgit Malaysia Eight Hundred million (RM800,000,000.00) issued by RCSB (the “Existing Securities”), (ii) advances to the
14. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions 2 Finance The Issuer Service Reserve Account ("FSRA") Security Trustee Security Trustee Printed on 14:03:06, 18-Jan-2018 Page 14 of 23 Ranhill Group; (iii) the deposit in relation to the Sukuk Trustees' Reimbursement Account, (iv) the initial deposit to meet the FSRA’s Minimum Required Balance (as defined below) and (v) any ancillary fees, costs, deposits and expenses related to the Sukuk Murabahah and the redemption of the Existing Securities; (ii) all revenues and proceeds including any dividends and distributions attributable and to be received by the Issuer from SAJR and/or Ranhill Group. For avoidance of doubt, this excludes dividends to be received by RCSB from SAJR of up to RM50.0 million following a dividend declaration by SAJR made prior to the issue date of the Sukuk Murabahah; (iii) all other revenues of the Issuer; and (iv) amounts from the FSRA in excess of the Minimum Required Balance. dividends or distributions to the shareholder of the Issuer subject to meeting the Distribution Covenants; a n d (v) investments in Permitted Investments (as defined in the section entitled Permitted Investments, if applicable). (i) Amounts that are transferred from the RA; and (ii) An initial deposit equivalent to an amount payable in respect of any profit and principal of (i) The Issuer shall at all times thereafter maintain an amount equivalent to
15. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions the Sukuk Murabahah due in the next 6 months shall be deposited and paid into the FSRA upon the issuance of the Sukuk Murabahah. In the event that the balance held in the FSRA is less than or exceeds the Minimum Required Balance, the shortfall or excess shall be topped up from or released to the RA, as the case may be. The Issuer shall top up the FSRA so as to comply with the Minimum Required Balance within thirty (30) days from the day that the balance held in FSRA is less than the then prevailing Minimum Required Balance provided that such Minimum Required Balance is complied with at least thirty (30) days prior to the forthcoming scheduled Periodic Profit Payment date or maturity date(s) of the Sukuk Murabahah, as the case may be. (23)Name of credit rating agency and credit rating : No. Credit Rating Agency 1 (24)Conditions precedent : Credit rating Malaysian Rating Corporation AA- IS Bhd (MARC) an amount payable in respect of any principal and Periodic Profit Payment of the Sukuk Murabahah for the next six (6) months (the “Minimum Required Balance”). (ii) The monies in the FSRA may be withdrawn to the extent that funds in the RA are insufficient to fulfil the Issuer’s payment obligations in respect of the principal and Periodic Profit Payment of the Sukuk Murabahah. Final/ Indicative rating Partial Amount rated Indicative rating No MYR 650,000,000.00 Upon completion of documentation and, unless waived by the Lead Arranger, compliance of all conditions precedent, including but not limited to the following, and other applicable conditions (to be agreed with the Issuer) and in form and substance acceptable to the Lead Arranger): Printed on 14:03:06, 18-Jan-2018 Page 15 of 23
16. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions A. Main Documentation 1) The Transaction Documents and such other documents as may be advised by the Solicitor (and agreed upon by the Issuer) have been executed and, where applicable, stamped and presented for registration or endorsed as exempted from stamp duty. 2) All relevant acknowledgements of notices of assignment, notices and where applicable shall have been made or received as the case may be, other than those which are required to be executed or perfected under Conditions Subsequent (as defined in the section entitled Other Terms and Conditions). B. Issuer, RCSB, SAJR and the Guarantor 1) Receipt of certified true copies of the Certificate of Incorporation and the Memorandum and Articles of Association/Constitution. 2) Receipt of certified true copies of the Forms 24, 44 and 49 or such other equivalent forms under the Companies Act. 3) A certified true copy of board resolutions of the Issuer, RCSB and the Guarantor authorising, among other actions, the execution of the Transaction Documents (as defined in the section entitled Other Terms and Conditions). 4) In respect of the Issuer, RCSB and the Guarantor only, a list of authorised signatories and their respective specimen signatures. 5) A report of the relevant company searches. 6) Receipt of the search results and winding up search results on the Companies, RCSB and the Guarantor confirming that they are not and/or have not been wound up. C. General 1) Receipt of acknowledgement by the SC of the lodgement in respect of the Sukuk Murabahah with the SC. 2) The Sukuk Murabahah have received the requisite rating as stated in this Principal Terms and Conditions. 3) Evidence that all transaction fees, costs and expenses have been or will be paid in full by the date of the issuance of the Sukuk Murabahah. 4) Receipt of a letter from RCSB to the Lead Arranger confirming and/or enclosing the following: (a) a letter issued by SAJR to the Malaysian National Water Services Commission (“ SPAN”) within the stipulated timeframe enclosing its business proposal together with all relevant documents or information required by SPAN and/or the Ministry of Energy, Green Technology and Water (“ Ministry”) for the purpose of renewing the License (“Letter”) including an acknowledgement from SPAN acknowledging receipt of the Letter; (b) that SAJR is not aware of and have no reason to believe that any event has occurred which will result in the License not being renewed by 30 June 2018; (c) confirmation from SAJR that the renewal of License is awaiting approval by the Ministry. 5) Receipt of satisfactory legal opinion from the Solicitor advising with respect to, among others, the legality, validity and enforceability of the Transaction Documents and a confirmation addressed to the Lead Arranger and the Sukuk Trustee that all the conditions precedent have been fulfilled or waived, as the case may be. 6) Evidence of the confirmation from the Shariah Adviser that the structure of the Sukuk Murabahah and the Transaction Documents are in compliance with Shariah principles. 7) Evidence that the Designated Accounts have been established in accordance with the provisions of Transaction Documents and an amount equivalent to the initial Minimum Required Balance has been or will be deposited into the FSRA by the issuance of the Sukuk Murabahah. 8) Certification issued by the Issuer, RCSB and the Guarantor in the form prescribed by the Lead Printed on 14:03:06, 18-Jan-2018 Page 16 of 23
17. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions Arranger confirming the accuracy of the representations and warranties contained in the Transaction Documents in all respect. 9) The requisite resolutions of the holders of the Existing Securities approving the early redemption by RCSB of the Existing Securities. 10) A redemption statement, in form and substance acceptable to the Lead Arranger, from the facility agent in respect of the Existing Securities confirming the total purchase price for the redemption of the Existing Securities (“Redemption Price”). 11) A letter of undertaking, in form and substance acceptable to the Lead Arranger, from the security agent for the Al-Kafalah Facility and Islamic Guarantee Facility (collectively, “ Bank Guarantee Facilities for the Existing Securities”) undertaking, among others, to (i) discharge the existing securities created to secure the Bank Guarantee Facilities for the Existing Securities; (ii) deliver the duly executed release/discharge documents to the Solicitors upon full redemption of the Existing Securities and (iii) release the amounts standing to the credit of the finance service reserve account of RCSB, maintained with Maybank Islamic Berhad (account number: 564016625746) (“RCSB FSRA”), which shall have a balance of no less than Ringgit Malaysia One Hundred and Thirty Million (RM130,000,000.00) (“Reserve Amount”) to part fund the Redemption Price. 12) Evidence that The State Secretary, Johor (Incorporated) has been notified in respect of the Share Charge. 13) Receipt of the original share certificates in respect of the shares in SAJR which are held by RCSB (“SAJR Shares”), together with undated form of transfer of securities in respect of the SAJR Shares, duly executed by RCSB in favour of the Security Trustee or the Security Trustee’s nominee. 14) An irrevocable and unconditional undertaking from RCSB in favour of the Sukuk Trustee (“RCSB Undertaking”) (as set out in the section entitled Other Terms and Conditions). 15) Receipt of an irrevocable letter of instruction (“Letter of Instruction”) issued by RCSB to the security agent for the Bank Guarantee Facilities for the Existing Securities, instructing the security agent to utilise the Reserve Amount as part of the payment of the Redemption Price, and such Letter of Instruction and the balance therein shall be confirmed and acknowledged by the security agent. 16) Receipt of an irrevocable and unconditional letter of undertaking from RCSB and SAJC to CIMB Bank Berhad and/or its affiliates undertaking, amongst others, (i) (a) for RCSB to deliver a letter, no later than five (5) business days prior to the issuance of the Sukuk Murabahah, undertaking to purchase the Existing Securities from CIMB Bank Berhad and/or its affiliates on the issue date of the Sukuk Murabahah using a combination of RM410 million received from SAJC pursuant to the issuance of the Sukuk Murabahah (as described in the details on utilisation of proceeds by the Issuer in the section entitled Other Terms and Conditions ) and the Reserve Amount; or (b) SAJC to deliver a letter on the fifth (5) business day prior to the issuance of the Sukuk Murabahah instructing the Facility Agent to utilise the proceeds from the issuance of the Sukuk Murabahah to fully redeem the Existing Securities; (ii) for RCSB to pay the accrued profit payable on the Existing Securities up to the date of the redemption of the Existing Securities; and (iii) For RCSB to cover any shortfall in the amount required to fully redeem the Existing Securities. 17) Such other conditions precedent as may be advised by the Solicitor. (25)Representations and warranties : Each of the Issuer, RCSB and the Guarantor shall make the following representations and warranties: (i) each of the Companies, RCSB and the Guarantor is a company with limited liability duly incorporated and validly existing under the laws of Malaysia, has full power to carry on its business and to own its property and assets, and has full beneficial ownership of all its property and assets; (ii) the Memorandum and Articles of Association/Constitution of the Companies, RCSB and the Guarantor incorporates provisions which authorise, and all necessary corporate and other relevant Printed on 14:03:06, 18-Jan-2018 Page 17 of 23
18. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions actions have been taken to authorise, and all relevant consents and approvals of any administrative, governmental or other authority or body in Malaysia have been duly obtained and are in full force and effect which are required to authorise, the Companies, RCSB and the Guarantor to execute and deliver and perform the transactions contemplated by the Transaction Documents or the Project Documents (as the case may be) to which it is a party in accordance with their terms; (iii) neither the execution and delivery of any of the Transaction Documents nor the performance of any of the transactions contemplated by the Transaction Documents did or does as at the date this representation and warranty is made or repeated (a) contravene or constitute a default under any provision contained in any agreement, instrument, law, ordinance, decree, judgment, order, rule, regulation, licence, permit or consent by which the Companies, RCSB and the Guarantor or any of their assets is bound or which is applicable to the Companies, RCSB and the Guarantor or any of their assets, (b) cause any limitation on the Companies, RCSB and the Guarantor or the powers of their directors, whether imposed by or contained in its Memorandum and Articles of Association/Constitution or in any agreement, instrument, law, ordinance, decree, order, rule, regulation, judgment or otherwise, to be exceeded, or (c) cause the creation or imposition of any security interest or restriction of any nature on any of the Companies’ , RCSB’s and the Guarantor’s assets; (iv) each of the Transaction Documents is or will when executed and/or issued, as the case may be, be in full force and effect and constitutes, or will when executed or issued, as the case may be, constitute, valid and legally binding obligations of the Issuer, RCSB and the Guarantor (where applicable) enforceable in accordance with its terms; (v) the audited and unaudited financial statements (including the income statement and balance sheet) of the Issuer, SAJR and the Guarantor shall be prepared on a basis consistently applied and in accordance with approved accounting standards in Malaysia and give a true and fair view of the results of their operations and the state of their affairs and in particular disclose all material liabilities (actual or contingent) of the Issuer, SAJR and the Guarantor; (vi) no litigation, arbitration or administrative proceeding or claim which might by itself or together with any other such proceedings or claims either have a Material Adverse Effect or on the Issuer’s, RCSB’s and the Guarantor’s ability to perform its obligations under the Transaction Documents in accordance with their terms, is presently in progress or pending or, to the best of the knowledge, information and belief of the Issuer, RCSB and the Guarantor (after due and careful enquiry), threatened against them or SAJR or any of its or their assets; (vii) the Issuer, RCSB and the Guarantor are not aware of and has no reason to believe that any event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would likely to constitute, a contravention of, or default under, any agreement or instrument by which the Companies and the Guarantor or any of their assets are bound or affected, being a contravention or default which might either have a Material Adverse Effect or on the Companies’, RCSB’s and the Guarantor’s ability to perform its obligations under the Transaction Documents or the Project Documents (as the case may be) in accordance with their terms; (viii) the Companies and the Guarantor are in compliance and will comply with any applicable laws and regulations including any environmental and licensing regulations and the WASIA where failure to do so would have a Material Adverse Effect; (ix) no Event of Default or Potential Event of Default has occurred or would result from the issuance of the Sukuk Murabahah or the performance of any transaction contemplated by any Transaction Document; (x) SAJR has obtained all permits, approvals and licenses required under the Project Documents and all of these are in full force and effect; (xi) SAJR: (a) has written to SPAN within the stipulated time enclosing its business proposal together with all relevant documents or information required by SPAN and/or the Ministry for the purpose of renewing the License and SPAN has acknowledged receipt of such letter; (b) is not aware of and has no reason to believe that any event has occurred which will result in the License not being renewed by 30 June 2018; and (c) confirms such renewal of the License is awaiting approval by the Ministry; Printed on 14:03:06, 18-Jan-2018 Page 18 of 23
19. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions (xii) the Issuer, RCSB and the Guarantor (where applicable) have disclosed prior to the date of the IM and/or any marketing material issued, to the Lead Arranger and/or the Sukuk Trustee all facts relating to the Companies and the Guarantor (where applicable) know or should reasonably know and which are material for disclosure to the Sukuk Trustee, the Lead Arranger and the Facility Agent in the context of the Transaction Documents or the Project Documents (as the case may be); (xiii) The IM and any information in whatever form, document, statement or instrument furnished or to be furnished by the Issuer in connection thereto are true in all material respects and do not contain any statements or information that are false or misleading in any material respect and there is no material omission in respect thereof, and all or any projections or expressions of expectations, intentions, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by the Issuer and the Guarantor. For the purposes of this paragraph, the IM shall include any amendment, modification or update thereto or reissuance thereof; provided that any such amendment, modification, update or reissuance shall not remedy or waive and shall be without prejudice to, any misrepresentation under this clause in respect of any IM issued prior to such date; (xiv) (i) any Project Document which it has delivered to the Security Trustee or Sukuk Trustee is true and complete; (ii) other than as disclosed in the IM or disclosed to the Security Trustee or Sukuk Trustee, there is no dispute in connection with any of the Project Document which would have a Material Adverse Effect; (iii) other than as disclosed in the IM and to the Security Trustee and the Sukuk Trustee, there is no other agreement in connection with, or arrangements which amend, supplement or affect any Project Document; and (iv) no event of force majeure as defined in or contemplated by any Project Document, has to the best of the Issuer’s, RCSB’s and the Guarantor’s knowledge, occurred and is continuing for the purposes of that Project Document; and (xv) any other representations and warranties as may be advised by the Solicitor. (26)Events of defaults or enforcement events, where applicable, including recourse available to investors : Events of Default to include but not limited to the following: (i) the Issuer and/or Guarantor fails to pay any amount due from it under any of the Transaction Documents on the due date or, if so payable, on demand; (ii) any representation or warranty made or given by the Issuer, RCSB or the Guarantor under the Transaction Documents or which is contained in any certificate, document or statement furnished at any time pursuant to the terms of the Sukuk Murabahah and/or any of the Transaction Documents proves to have been incorrect or misleading in any material respect on or as of the date made or given or deemed made or given, and in the case of a failure which in the opinion of the Sukuk Trustee is capable of being remedied, the Issuer, RCSB or the Guarantor does not remedy the failure within a period of thirty (30) days after becoming aware or having been notified by the Sukuk Trustee or the Security Trustee of the failure; (iii) the Issuer, RCSB or the Guarantor fails to observe or perform its obligations under any of the Transaction Documents or the Sukuk Murabahah or under any undertaking or arrangement entered into in connection therewith other than an obligation of the type referred to in paragraph (i) above, and in the case of a failure which in the opinion of the Sukuk Trustee is capable of being remedied, the Issuer, RCSB or the Guarantor does not remedy the failure within a period of thirty (30) days after becoming aware or having been notified by the Sukuk Trustee or the Security Trustee of the failure; (iv) there has been a breach by the Companies, RCSB or the Guarantor of any obligation under any of its or their existing contractual obligations which may materially and adversely affect the Issuer’s, RCSB’s or the Guarantor’s ability to perform its obligations under the Transaction Documents and, if in the opinion of the Sukuk Trustee is capable of being remedied, the Issuer, RCSB or the Guarantor does not, or RCSB does not cause SAJR to, remedy the breach within a period of thirty (30) days after the Issuer, RCSB or Guarantor having been notified by the Sukuk Trustee or the Security Trustee of the breach, whichever is earlier; (v) any indebtedness for borrowed moneys of the Companies or the Guarantor becomes due or payable or capable of being declared due or payable prior to its stated maturity or any guarantee or similar obligations of the Companies or the Guarantor is not discharged at maturity or when called and such declaration of indebtedness being due or payable or such call on the guarantee or similar obligations is not discharged or disputed in good faith by the Companies or the Guarantor Printed on 14:03:06, 18-Jan-2018 Page 19 of 23
20. SAJ Capital Sdn Bhd A Sukuk issuance of up to Ringgit Malaysia Six Hundred and Fifty Million (RM650,000,000.00) in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Sukuk Murabahah”). Principal Terms and Conditions in a court of competent jurisdiction within thirty (30) days from the date of such declaration or call, or the Companies or the Guarantor goes into default under, or commits a breach of, any agreement or instrument relating to any such indebtedness, guarantee or other obligations, or any security created to secure such indebtedness becomes enforceable; (vi) an encumbrancer takes possession of, or a trustee, receiver, receiver and manager or similar officer is appointed in respect of the whole or substantial part of the business or assets of the Companies, RCSB or the Guarantor, or distress, legal process, sequestration or any form of execution is levied or enforced or taken against the Companies, RCSB or the Guarantor which may have a Material Adverse Effect, or any security interest which may for the time being affect any of its assets becomes enforceable; For the purpose of this paragraph (vi), in respect of the Guarantor and RCSB, references to “substantial” shall mean such value equivalent to or more than 5% of the Guarantor’s consolidated net tangible assets as reflected in its most recent audited financial statements. For the purpose of this paragraph (vi), in respect of SAJR, references to “substantial” shall mean such value equivalent to or more than 5% of the SAJR’s three (3)-year average profit after tax as reflected in its most recent three (3) years audited financial statements. For the purpose of this paragraph (vi), in respect of Issuer, references to “substantial” shall mean all or any part of the Issuer’s business or assets. (vii) the Companies or the Guarantor fails to satisfy any judgement passed against it by any court of competent jurisdiction and no appeal against such judgement or no application for a stay of execution has been made to any appropriate appellate court within the time prescribed by law or such appeal or application for a stay of execution has been dismissed; (viii) any step is taken for the winding up, dissolution or liquidation of the Companies, RCSB or the Guarantor or a resolution is passed for the winding up of the Companies, RCSB or the Guarantor or a petition for winding up is presented against the Companies, RCSB or the Guarantor and they have 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 Companies, RCSB or the Guarantor; (ix) the Companies, RCSB or the Guarantor convenes a meeting of its creditors or proposes or makes any arrangement including any scheme of arrangement or composition or begins negotiations with its creditors, or takes any proceedings or other steps, with a view to a rescheduling or deferral of all or any part of its indebtedness or a moratorium is agreed or declared by a court of competent jurisdiction in respect of or affecting all or any part of its indebtedness or any assignment for the benefit of its creditors (other than for the purposes of and followed by a reconstruction previously approved in writing by the Sukuk Trustee, unless during or following such reconstruction the Companies, RCSB or the Guarantor becomes or is declared to be insolvent) or where a scheme of arrangement under Section 366 of the Companies Act has been instituted against the Companies, RCSB or the Guarantor; (x) where there is a revocation, withholding or modification of any license, authorisation, approval or consent of the Companies and/or the Guarantor which in the opinion of the Sukuk Trustee may materially and adversely impairs or prejudices the ability of the Issuer or the Guarantor to comply with the terms and conditions of the Sukuk Murabahah or the Transaction Documents; (xi) the Companies or the Guarantor is deemed unable to pay any of its debts or becomes unable to pay any of its debts as they fall due or suspend or threaten to suspend making payments with respect to all or any class of its debts; (xii) any creditor of the Companies, RCSB or the Guarantor exercises a contractual right to take over the financial management of the Companies, RCSB or the Guarantor and such event in the opinion of the Sukuk Trustee may have a Material Adverse Effect; (xiii) the Companies or the Guarantor changes or threatens to change the nature or scope of a substantial part of its business, or suspends or threatens to suspend or cease or threatens to cease the operation of a substantial part of its business which it now conducts directly or indirectly and such change or suspension or cessation in the opinion of the Sukuk Trustee may have a Material Adverse Effect; (xiv) at any time any of the provisions of the Transaction Documents in respect of the Sukuk Printed on 14:03:06, 18-Jan-2018 Page 20 of 23