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Issuance of new Islamic redeemable convertible preference shares in Sapura Energy Berhad ("SEB") ("RCPS-i") pursuant to the rights issue of RCPS-i
The RCPS-i shall carry the right to receive preferential dividends, out of the distributable profits of SEB earned from the first day of the calendar month following the date of issuance of the RCPS-i ("Profits"), when declared and approved by the Board of Directors of SEB, at the expected preferential dividend rate of five percent (5%) per annum.
Subject to the availability of Profits, the preferential dividends shall be distributable semi-annually (save in respect of the first distribution), with the RCPS-i holders being entitled to the first distribution no later than six (6) months following the date of issuance of the RCPS-i, and subsequently, at successive intervals of every six (6) months thereafter.
SEB may at any time after the date of issuance of the RCPS-i, at its discretion, redeem wholly or in part on a pro rata basis the outstanding RCPS-i by giving not less than thirty (30) days' notice in writing to the RCPS-i holders of its intention to do so, subject to compliance with the Companies Act 2016 ("Act"), including where such RCPS-i is intended to be redeemed out of the capital of SEB, such notice of redemption shall be subject to all directors of SEB having made a solvency statement in relation to such redemption in accordance with the provisions of the Act. The redemption of the RCPS-i shall take effect on the 30th day from the date of the notice or such other later date as may be specified in the notice ("Redemption Date"). The Redemption Date and book closure date to be used to determine the RCPS-i holders who are entitled to receive the redemption payment shall be stated in the notice.
(Unless otherwise stated, all abbreviations used in this Announcement shall have the same meaning as those defined in the SEB's abridged prospectus dated 31 December 2018 in relation to, among others, the rights issue of RCPS-i) The RCPS-i shall be converted into new SEB Shares on the Maturity Date without the payment of any consideration (cash or otherwise) and in accordance with the Conversion Ratio. The Conversion Ratio shall be one (1) new SEB Share for every one (1) RCPS-i held. Based on the Issue Price and the Conversion Ratio, the implied conversion price is RM0.41 for every new SEB Share. If the conversion results in a fractional entitlement to new SEB Shares, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of RCPS-i, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. The Conversion Ratio shall be subject to adjustments in accordance with the provisions of the Constitution. The Company shall give notice in writing to the RCPS-i holders of its intention to make such adjustments to the Conversion Ratio. On the Redemption Date, if the Company decides to redeem the outstanding RCPS-i, the redemption price, payable in cash, shall be the aggregate of: (i) the RCPS-i Issue Price (ii) any preferential dividends declared but unpaid as at the Redemption Date; (iii) any Deferred Dividends as at the Redemption Date; and (iv) a redemption adjustment that yields an effective return of ten percent (10%) per annum, computed based on the internal rate of return formula, from the RCPS-i Issue Date and up to the Redemption Date, out of the distributable profits of the Company and after taking into account (i), (ii) and (iii) above and all Preferential Dividend declared and paid up to the Redemption Date. This announcement is dated 28 January 2019.