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REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCK IN KERJAYA PROSPEK PROPERTY BERHAD ("KPPROP") ("RCULS") ISSUED PURSUANT TO THE RENOUNCEABLE RIGHTS ISSUE OF RM92,414,510 NOMINAL VALUE OF 410,731,154 8-YEAR 4.2% RCULS AT 100% OF ITS NOMINAL VALUE OF RM0.2250 EACH ON THE BASIS OF THREE (3) RCULS FOR EVERY FOUR (4) EXISTING ORDINARY SHARES IN KPPROP ("KPPROP SHARES" OR "SHARES")) HELD AS AT 5.00 P.M. ON 19 SEPTEMBER 2025
Fixed rate of 4.2% per annum
Semi-annual
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 the intended redemption date. During such notice period, but not later than the 8th market day before the Maturity Date, the RCULS holders will be entitled to exercise their conversion rights, subject to compliance with the conditions for conversion. Any redemption of the RCULS shall not prejudice the rights of the RCULS holders whose RCULS were 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.
Conversion price: The RCULS may be converted into new KPPROP Shares by surrendering one (1) RCULS with an aggregate nominal value of the RCULS equivalent to the Conversion Price for one (1) new KPPROP Share. Conversion rights: All RCULS holders have the right to convert, at any time during the conversion period (being the period commencing from 16 October 2025 until 15 October 2033), all or any part of the RCULS held by them into new Shares at the Conversion Price by surrendering the RCULS with an aggregate nominal value of the RCULS equivalent to the Conversion Price, provided that if the conversion of such amount of RCULS into new Shares shall due to whatsoever reason cause the Company to breach the public shareholding spread requirement then applicable, the Company shall only be required to convert the number of RCULS to the extent it would not cause a breach of the public shareholding spread requirement. The board of directors of KPPROP ("Board") shall be entitled to determine in its absolute discretion deems fit or expedient and in the best interests of the Company the manner of application of the aforementioned provision to ensure compliance with the public shareholding spread requirement or in the case the public shareholding spread requirement has been breached (i.e. for reasons other than due to the conversion of the RCULS), it would not further reduce the Company's public shareholding spread. Automatic conversion or redemption at Maturity Date: Unless previously redeemed, converted, repurchased or cancelled in accordance with the terms of the Trust Deed, all outstanding RCULS will be converted into new KPPROP Shares on the Maturity Date based on the Conversion Price, provided that if the conversion of all outstanding RCULS shall cause the Company to breach the public shareholding spread requirement then applicable, the Company may (at its sole discretion) opt to (instead of converting all the RCULS pursuant thereto) convert and/or redeem the RCULS in the following manner: (a) In relation to a "public" shareholder as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements"), to convert the RCULS held by such shareholder to the extent such shareholder shall remain as a "public" shareholder following the conversion. The remaining RCULS which are not converted into new KPPROP Shares shall be redeemed in cash at 100% of its nominal value of RM0.2250 per RCULS. (b) In relation to a shareholder who is not a "public" shareholder, to convert the RCULS held by such shareholder to the extent it would not exceed the shareholding percentage of such shareholder prior to conversion. The remaining RCULS which are not converted into KPPROP Shares shall be redeemed in cash at 100% of its nominal value of RM0.2250 per RCULS. This announcement is dated 16 October 2025.