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RENOUNCEABLE RIGHTS ISSUE OF 229,325,975 NEW REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN PANSAR BERHAD ("PANSAR") ("RCPS") ON THE BASIS OF 1 RCPS FOR EVERY 2 EXISTING ORDINARY SHARES IN PANSAR ("PANSAR SHARE(S)" OR "SHARE(S)") HELD BY THE ENTITLED SHAREHOLDERS AS AT 5.00 P.M. ON MONDAY, 8 MARCH 2021 AT AN ISSUE PRICE OF RM0.53 PER RCPS ("ISSUE PRICE") ("RIGHTS ISSUE")
The RCPS holders shall be entitled to receive preferential dividend at the discretion of the Board, payable on an annual basis, at the rate of four percent (4%) per annum on the Issue Price of the RCPS during the tenure of the RCPS ("Preferential Dividend"). If the Board declares Preferential Dividend and such Preferential Dividend remains unpaid as and when it becomes due, such Preferential Dividend shall become payable in arrears. If the Preferential Dividend in arrears is not settled before any subsequent Preferential Dividend declaration, such subsequent Preferential Dividend declaration shall be cumulative of the payment in arrears.
The Preferential Dividend will be payable in arrears on an annual basis, at the discretion and option of the Board and subject to the availability of profits and compliance with the Companies Act 2016 ("Act")
Subject to the provisions of the Act, and any other applicable legislation, the Company may, at any time from and including the Issue Date up to the day immediately preceding the Maturity Date, at its discretion redeem all or some of the outstanding RCPS. Redemption shall be in cash and in one lump sum at the Issue Price. The Company shall give not less than 30 days notice to the RCPS holders prior to the redemption date. The notice shall state the book closure date to be used to determine the identities of the RCPS holders entitled to receive the redemption payment.
Unless otherwise stated, the definitions used herein shall have the same meaning as those defined in the Abridged Prospectus dated 8 March 2021 in relation to the Rights Issue. The RCPS are convertible into new Shares at the Conversion Ratio at any time after the 3rd anniversary of the Issue Date and before the Maturity Date. The Conversion of RCPS will not require any cash payment by the RCPS holders. The Conversion shall be satisfied by surrendering one (1) RCPS for one (1) new Share of the Company. Unless previously redeemed or converted during the tenure, all outstanding RCPS will be mandatorily converted into new Shares of the Company on the Maturity Date of such RCPS. The Conversion Ratio is fixed at one (1) RCPS for one (1) Pansar Share. Based on the Issue Price and Conversion Ratio, the implied Conversion Price is RM0.53 for every new Share. The Conversion Ratio shall be subject to adjustments from time to time, at the determination of the Board, in the event of any alteration to Company's share capital, whether by way of rights issue, capitalisation issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance with the provisions of the Constitution. This announcement is dated 31 March 2021.