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5-YEAR 5% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS IN TWL HOLDINGS BERHAD ("TWL" OR THE "COMPANY") ("RCULS") ISSUED PURSUANT TO THE RENOUNCEABLE RIGHTS ISSUE OF UP TO RM111,279,632 NOMINAL VALUE OF 5,563,981,607 RCULS AT 100% OF ITS NOMINAL VALUE OF RM0.02 EACH TOGETHER WITH UP TO 1,112,796,321 FREE DETACHABLE WARRANTS IN THE COMPANY ("WARRANTS E") ON THE BASIS OF 10 RCULS TOGETHER WITH 2 FREE WARRANTS E FOR EVERY 10 EXISTING ORDINARY SHARES IN THE COMPANY HELD BY THE ENTITLED SHAREHOLDERS OF THE COMPANY AT 5.00 P.M. ON 19 MAY 2023
Fixed rate of 5% per annum, calculated on the nominal value of the RCULS then outstanding
Payable semi-annually in arrears starting 6 months from the Issue Date
The RCULS is redeemable via cash at 100% of its nominal value, in whole or in part, at any time during the tenure of the RCULS at the sole and absolute discretion of the Company subject to the Company giving a written notice to the RCULS holders of at least 30 days prior to intended redemption date ("Early Redemption"). Any redemption of the RCULS shall not prejudice the rights of the RCULS holders whose RCULS were so redeemed to receive any accrued but unpaid coupon up to the date of redemption where the accrued but unpaid coupon shall be calculated based on a semi-annual basis and shall accrue from day to day based on a 365 days calendar year. For the avoidance of doubt, the RCULS holders shall have no rights to request the Company to redeem any RCULS throughout the tenure. All RCULS which have been redeemed shall be cancelled and cannot be resold.
All the outstanding RCULS which have not been earlier converted or redeemed on the Maturity Date shall be automatically converted into new Shares at the Conversion Price on the Maturity Date ("Automatic Conversion"). In the event of an Automatic Conversion, the RCULS holders shall be deemed to have submitted a valid conversion notice on the Maturity Date for the purpose of converting such outstanding RCULS into fully paid new Shares. Any fractional new Shares arising from the Automatic Conversion shall be disregarded and be dealt with by the Board as it may deem fit and expedient and in the best interest of our Company. Coupon on the RCULS outstanding as at the Maturity Date shall upon the automatic conversion of the RCULS on the Maturity Date remain payable by the Company notwithstanding the conversion as at the Maturity Date. Subject to the Company giving a written notice to the RCULS holders of at least 30 days prior to the Maturity Date, the Company may redeem the outstanding RCULS (if not earlier converted) via cash at 100% of its nominal value, in whole or in part, on the Maturity Date. During such notice period but not later than the 8th Market Day before the Maturity Date, the RCULS holders shall be entitled to exercise their conversion rights. Note (1): All RCULS holders have the right to convert, at any time during the Conversion Period, such amount of RCULS held into new Shares at the Conversion Price of RM0.03 in the following manner:- (i) by surrendering the RCULS with an aggregate nominal value of the RCULS equivalent to the Conversion Price, subject to a minimum of 3 RCULS for every 2 new Shares; and/or (ii) by paying the difference between the aggregate nominal value of RCULS surrendered and the Conversion Price, if any, in cash, for every 1 new Share. This announcement is dated 19 June 2023.