WCT Holdings Sukuk Principal Terms and Conditions

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1. PRINCIPAL TERMS AND CONDITIONS OF THE MEDIUM TERM NOTES 1 . BACKGROUND INFORMATION ON THE ISSUER (i) Name: WCT Berhad (“WCT” or the “Issuer”). (ii) Address: No. 12, Jalan Majistret U1/26 Seksyen U1, Lot 44 Hicom-Glenmarie Industrial Park 40150 Shah Alam Selangor. (iii) Business registration no.: 66538-K. (iv) Date and place incorporation: 14 January 1981/ Malaysia. (v) Date of listing: of 16 February 1995. (vi) Status: Resident-controlled company. (vii) Principal activities: The principal activities of the Issuer are civil engineering works specialising in earthworks, construction of highway, building and related infrastructure works, investment and property holding and provision of management services to subsidiaries and trading in properties. (viii) Board of directors: As at 21 December 2012, the Board of Directors of WCT are as follows: Name Designation Dato’ Capt. Ahmad Sufian Chairman, Independent @ Qurnain bin Abdul Non-Executive Director Rashid Taing Kim Hwa Managing Director Goh Chin Liong Choe Kai Keong Liang Kai Chong Choo Tak Woh Andrew Seng Lim Deputy Managing Director Executive Director Executive Director Independent Executive Director Cheong Independent Executive Director NonNon- Page |1
2. (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders: As at 21 December 2012, the substantial shareholders of the Issuer are as follows: Name Taing Kim Hwa No. of share held 2,389,982 185,878,863 Percentage (%) of Shareholding 0.25 19.57 Wong Sewe Wing 884,742 185,878,863 0.09 19.57 WCT Capital Sdn Bhd 185,878,863 19.57 Cash Carat Sdn Bhd 185,878,863 19.57 Employees Provident Fund (“EPF”) Kumpulan Wang Persaraan (“KWAP”) Lembaga Tabung Haji 114,550,185 12.06 54,875,610 5.78 63,886,405 6.73 Notes: (1) Deemed interested by virtue of his 50% interest in Cash Carat Sdn Bhd; and (2) Deemed interested by virtue of its 100% interest in WCT Capital Sdn Bhd. (x) Authorised, issued and paid-up capital: Authorised capital (as at 21 December 2012): RM1,100,000,000 divided into 2,000,000,000 ordinary shares of RM0.50 each and 1,000,000,000 preference shares of RM0.10 each; and Issued and paid-up capital (as at 21 December 2012): RM474,986,186.50 divided into 949,972,373 ordinary shares of RM0.50 each. Page |2
3. (xi) Disclosure following: of the WCT or its board members have not been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five (5) years prior to the date of application; and Save as disclosed at the date of application, WCT has not been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five (5) years prior to the date of application. 2. PRINCIPAL TERMS AND CONDITIONS (a) Name of parties involved in the proposal where applicable (i) Principal adviser : RHB Investment Bank Berhad (“RHB Investment”). (ii) Lead arranger : RHB Investment. (iii) Co-arranger : Not applicable. (iv) Solicitor : Adnan Sundra & Low (“ASL”). (v) Financial adviser : Not applicable. (vi) Technical adviser : Not applicable. (vii) Bond trustee : Pacific Trustees Berhad. (viii) Guarantor : Not applicable until and unless the MTN Programme (as defined hereinafter) is novated to the Substituted Issuer (as defined hereinafter) as provided under Clause 2.(v)(x) and pursuant to which the Guarantor will be WCT. (ix) Valuer : Not applicable. (x) : RHB Investment. Facility agent (xi) Primary subscriber : (under a bought-deal arrangement) and amount subscribed To be determined prior to issuance, in respect of issuance via bought deal basis only. Not applicable for issuance via book building. (xii) Underwriter and : amount underwritten Not applicable. (xiii) Central depository Bank Negara Malaysia (“BNM”). : Page |3
4. (xiv) Paying agent : BNM. (xv) Reporting accountant : Ernst & Young. (xvi) Calculation agent : Not applicable. (xvii) Others specify) : Lead Manager(s) RHB Investment or such other financial institution(s) to be appointed at point of each issuance. (please (b) Facility description : A medium term note programme of up to RM1.0 billion in nominal value (“MTN Programme”) for the issuance of medium term notes (“MTNs”). (c) Issue/ debt programme size : Up to RM1.0 billion in nominal value. The outstanding nominal value of the MTNs issued under the MTN Programme shall not exceed RM1.0 billion at any point in time. Any amount of MTNs redeemed shall be capable of being re-issued subject to the issue size and maturity of the new issues not exceeding the limit and tenure of the MTN Programme. (d) Tenure of issue/debt : programme (or facility) Tenure of the MTN Programme Up to fifteen (15) years from the date of first issuance of the MTNs. Tenure of the MTNs to be issued The MTNs shall be issued for tenures of more than one (1) year and up to fifteen (15) years from the date of issuance, at the option of the Issuer. No MTNs shall mature beyond the tenure of the MTN Programme. (e) Availability period of debt : programme (or facility) The MTN Programme is available for utilisation upon completion of all documentation and fulfilment of all conditions precedent to the satisfaction of the Lead Arranger and the Facility Agent subject always to the tenure of the MTN Programme and the relevant MTNs (as described in Item 2.(d) above). The first issuance shall be made within two (2) years from the date of the approval of the Securities Commission (“SC”) for the MTN Programme. (f) Interest/coupon rate : The coupon rate for the MTNs shall be determined and agreed prior to or at the point of each issuance. Page |4
5. (g) Interest/ coupon frequency payment : Semi-annually in arrears with the first payment commencing six (6) months from the date of issuance and the last payment to be made on the maturity date. (h) Interest/ basis payment : The coupon will be calculated on the basis of the actual number of days in the relevant period divided by 365 days and in any event, in accordance with the Operational Procedures for Securities Services issued by Malaysian Electronic Clearing Corporation Sdn Bhd (“MyClear”) dated 6 May 2011, as amended or substituted from time to time (“MyClear OPSS”). (i) Security/ collateral (if any) (j) Details on utilisation proceeds by issuer coupon : of : Not applicable. Proceeds from the issuance of the MTNs will be utilised to fund the Issuer Group’s working capital requirements, capital expenditure, investments specific to the Issuer Group’s core businesses and/or refinancing of the Issuer Group’s existing borrowings, to fund Trustees’ Reimbursement Account and to defray fees and expenses incurred in relation to the MTN Programme. For avoidance of doubt, the Issuer may issue new MTNs to redeem any maturing MTNs within the limit and tenure of the MTN Programme. (k) Sinking fund and designated : accounts (if any) (l) Rating (m) Not applicable. • Credit rating(s) assigned : The MTN Programme has been accorded a long-term rating of AA-. • Name of rating agency : Malaysian Rating Corporation Berhad (“MARC”). : The MTNs may be issued through any of the following modes to be determined by the Issuer and the Lead Arranger: Mode of issue (i) by private placement; (ii) on bought deal basis; and/or (iii) through a book building process on best effort basis. (n) Selling restriction, including : tradability The MTNs are tradable subject to the following selling restrictions: Page |5
6. Selling Restrictions at Issuance The MTNs shall not be offered or sold , delivered or disposed of, directly or indirectly, nor may any document or other material in connection therewith be distributed, in Malaysia or anywhere else, other than to persons, whether as principal or agent, falling within any of the categories of persons or in the circumstances specified under: (i) Schedule 6 (or Section 229(1)(b)) or (ii) Schedule 7 (or Section 230(1)(b)) read together with Schedule 9 (or Section 257(3)) of the Capital Markets and Services Act, 2007 (“CMSA”) as amended from time to time. Selling Restrictions after Issuance The MTNs may only be offered, sold, transferred or otherwise disposed directly or indirectly to a person to whom an offer or invitation to purchase the MTNs would fall within: Schedule 6 (or Section 229(1)(b)) read together with Schedule 9 (or Section 257(3)) of the CMSA as amended from time to time. (o) Listing status and types of : listing The MTNs will not be listed on Bursa Malaysia Securities Berhad or on any other stock exchanges. (p) Other regulatory approvals : required in relation to the issue, offer or invitation and whether or not obtained (please specify) Not applicable. (q) Conditions precedent Conditions precedent shall consist of conditions which are standard and customary for a facility of this nature, to the satisfaction of the Lead Arranger and shall include but not limited to: : (A) Main Documentation (i) Satisfactory completion and execution of all Transaction Documents (as defined hereinafter) in respect of the MTN Programme and stamped or duly endorsed as exempted under Stamp Duty Exemption (No. 23) Order 2000, and where relevant, presented for registration; and Page |6
7. (ii) All relevant notices and acknowledgements (where applicable) shall have been made or received as the case may be. (B) Issuer (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 latest Forms 24, 44 and 49 of the Issuer; (iii) A certified true copy of board resolutions of the Issuer authorising, among others, the establishment of the MTN Programme for issuance of the MTNs by the Issuer and for the Issuer to enter into and execute all the Transaction Documents; (iv) A list of the Issuer’s authorised signatories and their respective specimen signatures; (v) Approval from shareholders of the Issuer for the MTN Programme (if applicable); (vi) A report of the relevant company search of the Issuer; and (vii) A report of the relevant winding up search or the relevant statutory declaration of the Issuer. (C) General (i) Prior approval from the SC for the MTN Programme shall have been obtained and remain valid; (ii) A legal opinion from the Solicitor with respect to, among others, the legality, validity and enforceability of the Transaction Documents and confirmation on compliance of all conditions precedent set out herein have been received; and (iii) The MTN Programme shall have been assigned a rating of not lower than AA- by MARC. Page |7
8. (D) Conditions Precedent prior to each issuance of the MTNs (r) Representations warranties and : (i) Receipt of Issuer’s certification that it is in compliance with all representations and warranties and no Event of Default has occurred or will occur under the Transaction Documents; and (ii) Such other conditions precedent as may be advised by the Solicitor and to be mutually agreed between the Issuer and the Lead Arranger. The Issuer shall be subject to such representations and warranties as may be deemed standard for a facility of this nature which shall include, but not limited to the following: (i) Save and except from the time of delisting of WCT until the listing of the Substituted Issuer in accordance with clause 2.(v)(x), the Issuer is a public listed company and commencing from the time of delisting of WCT, the Guarantor will be an unlisted public limited company, both limited by shares with limited liability, are duly incorporated and validly existing under and by virtue of the laws of Malaysia, have full power to carry on their businesses and to own their properties and assets; (ii) The Memorandum and Articles of Association of the Issuer incorporate provisions which authorise, and all necessary corporate and other relevant actions have been taken to authorise, and all relevant consents and approvals of any 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 Issuer to execute and deliver and perform the transactions contemplated in the Transaction Documents in accordance with their terms; (iii) 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 enforceable in accordance with its terms; Page |8
9. (iv) The Issuer has duly obtained the approval of its board of directors to authorise the execution, delivery and performance of the Transaction Documents in accordance with its terms; (v) The execution, delivery and performance of and compliance with (as the case may be) of the Transaction Documents by the Issuer does not and will not violate provision of any law, treaty, judgement, ruling, order or decree of a governmental authority binding on it, or be in conflict with its Memorandum and Articles of Association or constitute a default under any agreement to which the Issuer is a party; (vi) The Issuer further warrants the following: (vii) (a) The business of the Issuer has been carried on in the ordinary course and in accordance with the Memorandum and Articles of Association of the Issuer so as to maintain the same as a going concern; (b) To the best of the Issuer’s knowledge, after making due and careful enquiries, no circumstances or situations have arisen which have a Material Adverse Effect; (c) The audited accounts of the Issuer containing the audited profit and loss statement and audited balance sheet of the Issuer prepared on a consolidated basis present a true and fair view of the financial position and state of affairs of the Issuer and make full provision for or disclose all known liabilities whether actual or contingent of the Issuer as at such date and fully comply with the requirements of all relevant laws and generally accepted accounting principles and practice then in force and consistently applied; No litigation or arbitration is current or, to the best of the Issuer’s knowledge, is threatened, which has or would have a Material Adverse Effect; Page |9
10. (s) Events of default and : enforcement event, where applicable (viii) Save as disclosed by the Issuer, no event has occurred which, if the MTNs had already been issued, would constitute an Event of Default or Potential Event of Default under the MTNs; (ix) Save and except for any corporate reorganisation of WCT and WCT Group resulting in the Substitution Exercise, no step has been taken by the Issuer its creditors or any of its shareholders or any other person on its behalf nor have any legal proceedings or application been started or threatened under Section 176 of the Companies Act 1965; and (x) Such other representations and warranties as may be advised by the Solicitor and to be agreed by the Lead Arranger. Events of Default will comprise those events of default as may be deemed standard for a facility of this nature which shall include, but not limited to the following: (i) The Issuer or the Guarantor (as the case may be) fails to pay any amount pursuant to any of the MTNs and/or Transaction Documents, on the due date for payment or if so payable, on demand; or (ii) Any representation or warranty made or given by the Issuer and/or the Guarantor under the Transaction Documents (to which they are a party) or which is contained in any certificate, document or statement furnished at any time pursuant to the terms of the MTN Programme and/or any of the Transaction Documents (to which they are a party) and/or representation or warranty or statement in any information memorandum for the MTN Programme 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, where such representation, warranty or statement has or will have a Material Adverse Effect, and in the case of a representation, warranty or statement which is capable of being remedied, the Issuer or the Guarantor (as the case may be) does not remedy the failure within a period of thirty (30) days after the Issuer or the Guarantor became aware or having been notified by the Trustee of the failure; or Page |10
11. (iii) The Issuer and/or the Guarantor fails to observe or perform its obligations or breaches its covenants under any of the Transaction Documents (to which they are a party) or the MTN Programme or under any undertaking or arrangement entered into in connection therewith other than an obligation of the type referred to in paragraph (i) above, where such event has or will have a Material Adverse Effect and in the case of a failure which is capable of being remedied, the Issuer and/or the Guarantor (as the case may be) does not remedy the failure within a period of thirty (30) days after the Issuer or the Guarantor became aware or having been notified by the Trustee of the failure; or (iv) Any indebtedness of the Issuer, the Guarantor and/or any Material Subsidiary(ies) (as defined hereinafter), becomes due and payable prior to its stated maturity or where the security created for any other indebtedness becomes enforceable, arising from the Issuer, the Guarantor and/or any Material Subsidiary(ies), failing to meet its scheduled repayment which has or would have a Material Adverse Effect; or (v) Any step is taken for the winding up, dissolution, or liquidation of the Issuer, the Guarantor or any Material Subsidiary(ies), or a resolution is passed for the winding up of the Issuer, the Guarantor or any Material Subsidiary(ies), or a petition for winding up is presented against the Issuer, the Guarantor or any Material Subsidiary(ies), where such step or resolution has or would in each case have a Material Adverse Effect, and the Issuer, the Guarantor or such Material Subsidiary(ies) (as the case may be), has not taken any action in good faith to strike out, set aside, stay or oppose 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, the Guarantor or such Material Subsidiary(ies), which is not subject to any stay and/or appeal; or Page |11
12. (vi) If the Issuer, the Guarantor and/or any Material Subsidiary(ies) ceases to carry on the whole or substantially the whole of its business or where there is expiry or withdrawal, revocation, invalidation, termination, withholding or modification of any licences, permits, consents, authorisations or approvals (save and except if such cessation or expiry or withdrawal, revocation, invalidation, termination, withholding or modification is pursuant to any corporate reorganisation of WCT or WCT Group resulting in the Substitution Exercise, provided all conditions set out in clause 2.(v)(x) below have been fulfilled) and such cessation or expiry or withdrawal, revocation, invalidation, termination, withholding or modification impairs or prejudices the Issuer’s, the Guarantor’s and/or any Material Subsidiary(ies)’ ability to comply with the terms and conditions of the MTNs or the provisions of the Transaction Documents (to which they are a party); or (vii) If (a) it becomes unlawful or illegal for the Issuer or the Guarantor to perform or comply with its obligations under the Transaction Documents to which it is a party or any of the provisions of the said Transaction Documents becomes void, or unenforceable or voidable at the option of the Issuer and/or the Guarantor and (b) a Material Adverse Effect has occurred or would occur; or (viii) Any of the assets, undertakings, rights or revenue of the Issuer, the Guarantor or any Material Subsidiary(ies), are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any governmental body without adequate compensation and which consequently has or will have a Material Adverse Effect; or (ix) An encumbrancer takes possession of, or a trustee, liquidator, receiver and manager or similar officer is appointed in respect of the whole or any part of the business or assets of the Issuer, the Guarantor or any Material Subsidiary(ies), or distress, legal process, sequestration or any form of execution is levied or enforced, against the Issuer, the Guarantor or any Material Subsidiary(ies) or Page |12
13. any security interest which may for the time being affect any of its assets becomes enforceable and such an event has or would have a Material Adverse Effect and the Issuer , the Guarantor or such Material Subsidiary(ies) (as the case may be) has not taken any action in good faith to strike out, set aside, stay or oppose such execution; or (t) The Issuer, the Guarantor or any Material Subsidiary(ies) fails to satisfy any judgement (not being subject to any appeal or application to strike out, set aside or stay) passed against it by any court of competent jurisdiction within thirty (30) days from the day service of the sealed judgement is effected; or (xi) If the Issuer, the Guarantor and/or any Material Subsidiary(ies) enters into a scheme of arrangement under Section 176 of the Companies Act 1965 or such a scheme has been instituted against the Issuer, the Guarantor and/or any Material Subsidiaries (other than for the purpose of a scheme of reconstruction, amalgamation, consolidation or merger, unless during or following such reconstruction, amalgamation, consolidation or merger the Issuer, the Guarantor and/or any Material Subsidiary(ies) becomes or is declared to be insolvent); or (xii) Any other events as may be required under the SC’s Trust Deeds Guidelines (as amended from time to time) (“SC’s Trust Deeds Guidelines”) or as advised by the Solicitor and to be agreed by the Lead Arranger. Upon the occurrence of an Event of Default, the Trustee may (at its discretion) or shall (if directed to do so by a special resolution of the MTN holder(s)) declare the MTNs immediately due and payable. Covenants (i) Positive Covenants (x) : Positive covenants as may be deemed standard for a facility of this nature which shall include the following: (i) The Issuer shall furnish to the Trustee following: the Page |13
14. (a) Unaudited interim half yearly consolidated financial results within ninety (90) days after the end of each half of its financial year; (b) Audited consolidated financial statements within one hundred and eighty (180) days after the end of the financial year; For avoidance of doubt, all status reports shall be submitted to the Trustee on half yearly basis or as and when required by the Trustee. (c) Promptly, such additional financial information permitted by the Listing Requirements (as defined hereinafter) relating to the Issuer’s business and its operations as the Trustee may from time to time reasonably request; and (d) Promptly, all notices or other documents received or despatched by the Issuer from or to any of its shareholders or its creditors which contents may materially and adversely affect the interests of the MTN holder(s); (ii) The Issuer shall promptly give notice to the Trustee of the occurrence of any Event of Default or any event which, upon the giving of notice and/or lapse of time and/or the issue of a certificate and/or fulfilment of the relevant requirement as contemplated under the relevant Transaction Documents would constitute an Event of Default (“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 Trustee to remedy and/or mitigate the effect of the Event of Default or Potential Event of Default; (iii) The Issuer 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; (iv) All existing loans and advances as of the date of the Trust Deed inclusive of future loans and advances extended to the Issuer by its shareholders, directors and/or related parties, Page |14
15. except to facilitate the ordinary course of business of the Issuer or the Issuer ’s subsidiaries or to purchase or otherwise to acquire development lands, capital stock, assets or obligation of any of the said Interested Persons (as defined hereinafter) or any company or person or firm or organisation shall be subordinated to the MTNs; (v) The Issuer shall comply with all applicable laws, regulations and guidelines, including the provisions of the CMSA and/or the notes, circulars, conditions or guidelines issued by the SC from time to time, and obtain, maintain in full force and effect, and promptly renew from time to time, all relevant authorisations, consents, rights, titles, licenses, approvals and permits (governmental and otherwise) and will promptly obtain any further authorisations, consents, rights, titles, licenses, approvals and permits (governmental and otherwise) which is or may become necessary to enable it to own its assets and/or to operate its business; (vi) The Issuer will comply at all times with all the provisions in the Transaction Documents and the terms and conditions of the MTNs, including redeeming in full all outstanding MTNs in accordance with the said terms and conditions; (vii) The Issuer will utilise the proceeds from the issuance of the MTNs only for purposes represented herein and in any information memorandum for the MTN Programme; (viii) The Issuer shall deliver to the Trustee any information which the Trustee may reasonably require in order to discharge its duties and obligations under the Trust Deed relating to the Issuer’s affairs to the extent permitted by law; (ix) The Issuer will maintain a paying agent in Malaysia and the Issuer will procure that such paying agent shall notify the Trustee (through the Facility Agent), if 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 MTNs; (x) The Issuer will exercise reasonable diligence to carry on and conduct its business and affairs in a proper and efficient manner in accordance Page |15
16. with sound financial and commercial standards and practices ; (xi) The Issuer will prepare accounts in accordance with all relevant laws and accounting principles and practices generally accepted in Malaysia; (xii) The Issuer will keep proper books and accounts at all times and to provide the Trustee and any person appointed by it access to such books and accounts to the extent permitted by law; (xiii) The Issuer will ensure that the terms in any of the Transaction Documents do not contain any matter which is inconsistent with the provisions of the information memorandum issued in relation to the MTN Programme (if any); (xiv) The Issuer shall deliver to the Trustee at least annually a certificate that the Issuer has complied with its obligations under the Transaction Documents and the term and condition of the MTNs and that there did not exist or had not existed, from the date the MTNs were first issued or the date of the previous certificate as the case may be, any Event of Default or enforcement, where applicable and if such is not the case, to specify the same; (xv) The Issuer shall maintain at all times throughout the tenure of the MTN Programme, the Trustees’ Reimbursement Account for Debenture holders’ Actions (the “Account”) with a sum of RM30,000 to be set up from the moneys received by the Issuer when the MTNs are issued. The Account shall be operated by the Trustee and the money in the Account shall only be used strictly by the 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; (xvi) The Issuer shall promptly deliver to the Trustee any other accounts, report, notice, statement or circular issued to shareholders which the Trustee shall at its discretion circulate the accounts, report, notice, statement or circular to the registered MTN holder(s) who fall within Schedules 6 and 7 of the CMSA (as amended from time to time); Page |16
17. (xvii) The Issuer shall pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties save to the extent that (a) payment is being contested in good faith, (b) adequate reserves are being maintained for those taxes, or (c) payment can be lawfully withheld; (xviii) The Issuer shall at all times ensure that WCT and WCT Land Sdn Bhd remain as its direct subsidiaries throughout the tenure of the MTNs; and (xix) Such other positive covenants as may be required under the SC’s Trust Deeds Guidelines or as advised by the Solicitor and to be agreed by the Lead Arranger. (ii) Negative Covenants : The Issuer shall not: (i) Enter into a transaction, whether directly or indirectly with any 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; (b) with respect to transactions (1) involving an aggregate payment or value equal to or greater than an agreed percentage ratio as provided in the Listing Requirements adopted by the Issuer; and (2) not being a transaction that is either (i) normally not regarded as a related-party transaction under the Listing Requirements or (ii) below the prescribed amount that would exempt the transaction from the related party transaction requirements under the Listing Requirements, the Issuer shall obtain certification from an independent adviser, that the transaction is carried out on fair and reasonable terms, and Provided that: (A) the Issuer certifies to the Trustee that the transaction complies with paragraph (a); Page |17
18. (B) the Issuer has received certification referred to in paragraph (b) (where applicable); and (C) the transaction has been approved by the majority of the Issuer’s board of directors or shareholders in a general meeting, as the case may require; (c) with respect to transactions constituting a recurrent related-party transaction (“RRPT”) of a revenue or trading nature which are provided for and permitted under the Listing Requirements; Provided that: the Issuer certifies to the Trustee that the transaction complies with paragraph (a) above, that the Issuer had obtained or renewed, where applicable, the shareholders’ mandate in accordance with the said Listing Requirement and that the Issuer furnishes at least one certificate to the Trustee in respect of the RRPT contemplated under one shareholders’ mandate. The Issuer shall not (without the prior written consent from the Trustee): (ii) Delete, vary or amend its Memorandum or Articles of Association in any manner which may be materially prejudicial to the interests of the MTN holder(s) save and except as a direct consequence of the implementation of the provisions of clause 2.(v)(x) below; (iii) Dissolve its affairs or consolidate with or merge into any other entity; (iv) Pledge any of its assets to secure any loans and/or dispose any of its assets other than (aa) in the ordinary course of business; or (bb) disposal of its assets pursuant to any corporate reorganisation of WCT or WCT Group resulting in the Substitution Exercise, provided all conditions set out in clause 2.(v)(x) below have been fulfilled; (v) Make or grant any loan or advance or provide or extend any credit or accommodation or give any guarantee or indemnity or assurance against loss to or for the benefit of any company or Page |18
19. person or firm or organisation or act as surety or otherwise voluntarily assume any liability , whether actual or contingent, except to facilitate the ordinary course of business of the Issuer or the Issuer’s subsidiaries or to purchase or otherwise to acquire development lands, capital stock, assets or obligation of any of the said Interested Persons or any company or person or firm or organisation; (vi) Declare or pay any dividends or make any distribution whether income or capital in nature to its shareholders if (i) an Event of Default has been declared, is continuing and has not been waived; (ii) following such payment or distribution an Event of Default would occur; or (iii) any Financial Covenant and obligations in relation to the MTN Programme are in breach; (vii) Change the utilisation of proceeds of the MTNs where the information memorandum or any agreement entered into in connection with the MTN Programme sets out a specific purpose for which proceeds are to be utilised; (viii) Sell, lease, transfer or otherwise dispose of, in one transaction or in a series of transaction, all or any substantial part of its business or assets whether now owned or hereafter acquired except (aa) at arm’s length in the ordinary course of business; or (bb) pursuant to any corporate reorganisation of WCT or WCT Group resulting in the Substitution Exercise, provided all conditions set out in clause 2.(v)(x) below have been fulfilled; (ix) Surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under the Transaction Documents save and except (aa) in accordance with the terms of the Transaction Documents; or (bb) as a direct consequence of the implementation of the provisions of clause 2.(v)(x) below; (x) Make any payments (whether in relation to principal, profit or otherwise) to its directors or shareholders in connection with any loans or advances from its directors or shareholders; and save and except for: (a) any loans and advances from its directors, shareholders and/or its related companies or associated companies or any other party already disclosed; Page |19
20. (b) any loans and advances from licensed financial institutions and insurance companies; (c) reimbursement of claims and expenses borne by directors or shareholders on behalf of the Issuer or any of its subsidiaries in the ordinary course of the Issuer’s or that subsidiary’s operations up to a maximum aggregate one percent (1%) of the Issuer’s group revenue of in any given financial year of the Issuer; and (d) any loans and advances from statutory bodies established by an Act of Parliament to manage funds belonging to members of the public. Further to the above, save and except for (a) to (d), the Issuer will cause and ensure that all and any advances by its directors, shareholders and/or its related companies or associated companies or any other party to it to be subordinated to its liabilities under the MTNs; (xi) Reduce its authorised or issued and paid-up share capital except for share buy-back permitted under the relevant laws; (xii) Cause any departure from, change or variation to the core businesses which the Issuer is presently engaged in; and (xiii) Such other negative covenants as may be required under the SC’s Trust Deeds Guidelines or as advised by the Solicitor and to be agreed by the Lead Arranger. (iii) Reporting Covenants : The Issuer shall give notice in writing to the Trustee immediately upon becoming aware of the happening of: (i) Any Event of Default or Potential Event of Default; (ii) Any right or remedy under the terms, provisions or covenants under the Trust Deed becoming immediately enforceable or any amount secured or payable under the MTNs becoming immediately payable or the MTNs becoming immediately enforceable; Page |20